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TABLE OF CONTENT
WANDA SPORTS GROUP COMPANY LIMITED

As filed with the Securities and Exchange Commission on June 7, 2019

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wanda Sports Group Company Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Hong Kong
(State or Other Jurisdiction of
Incorporation or Organization) 7941
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

9/F, Tower B, Wanda Plaza
93 Jianguo Road, Chaoyang District
100022, Beijing
People's Republic of China
+86-10-8558-8813
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

World Endurance Holdings, Inc.
3407 W. Dr. Martin Luther King, Jr. Blvd., Suite 100
Tampa, Florida 33607
+1 (813) 868-5940
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Mark S. Bergman, Esq. Xiaoyu Greg Liu, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP Unit 5201, Fortune Financial Center 5 Dongsanhuan Zhonglu Chaoyang District, Beijing, 100020 People's Republic of China Tel: +86-10-5828-6300 Fax: +86-10-6530-9070/9080	Matthew D. Bersani, Esq. Shearman & Sterling LLP 12th Floor, Gloucester Tower The Landmark 15 Queen's Road Central Hong Kong Tel: +852-2978-8000 Fax: +852-2978-8099

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

           Emerging growth company.    o

           If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

           The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)(2)	Proposed maximum aggregate offering price(3)	Amount of registration fee
Class A ordinary shares, no par value	US$500,000,000	US$60,600

(1)

American depositary shares, or ADSs, evidenced by American depositary receipts issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-                        ). Each ADS represents                        Class A ordinary shares.

(2)

Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all Class A ordinary shares represented by ADSs initially offered or sold outside the United States that are thereafter resold from time to time in the United States. Offers and sales of shares outside the United States are being made pursuant to Regulation S under the Securities Act of 1933 and are not covered by this Registration Statement.

(3)

Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we [nor any of the selling shareholders] may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS, DATED       , 2019

American Depositary Shares

Wanda Sports Group Company Limited
(organized under the laws of Hong Kong)
Representing          Class A ordinary shares

This is the initial public offering of our Class A ordinary shares in the form of American Depositary Shares, or ADSs. Each ADS represents the right to receive               of our Class A ordinary share[s], with no par value per share. See "Description of Share Capital" and "Description of American Depositary Shares." We are offering               newly issued Class A ordinary shares in the form of ADSs. [The selling shareholders identified in this prospectus are offering an additional               Class A ordinary shares in the form of ADSs. We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.] We anticipate that the initial public offering price will be between US$               and US$               per ADS.

Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We have applied for our ADSs to be listed on the NASDAQ Global Market under the symbol "WSG."

Following the completion of this offering, we will be a "controlled company" as defined under the NASDAQ Stock Market Rules because Beijing Wanda Culture Industry Group Co., Ltd., or Wanda Culture, will hold indirectly 100% of our outstanding Class B ordinary shares, representing          % of our total voting power, assuming the underwriters do not exercise their over-allotment option, or          % of our total voting power, if the underwriters exercise their over-allotment option in full. See "Principal [and Selling] Shareholder[s]."

Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to four votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Investing in our ADSs involves risks. See "Risk Factors" beginning on page 17 to read about factors you should consider before buying our ADSs.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Price to public	Underwriting discounts and commissions(1)	Proceeds, before expenses, to us	[Proceeds, before expenses, to selling shareholders]
Per ADS	US$	US$	US$	US$
Total	US$	US$	US$	US$

(1)

For additional underwriting compensation information, see "Underwriting."

We and [the selling shareholders] have granted to the underwriters an option to purchase up to an additional              ADSs to cover over-allotments within 30 days after the date of this prospectus at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the ADSs to purchasers on or about                           , 2019.

MORGAN STANLEY DEUTSCHE BANK SECURITIES CITIGROUP

HAITONG INTERNATIONAL CICC CLSA

The date of this prospectus is                           , 2019.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
The Offering		9
Summary Consolidated Financial Data and Operating Data		12
Risk Factors		17
Special Note Regarding Forward-Looking Statements		52
Use of Proceeds		54
Dividend Policy		55
Capitalization		56
Dilution		57
Exchange Rate Information		58
Enforceability of Civil Liabilities		59
Corporate History and Structure		61
Selected Consolidated Financial Data and Operating Data		66
Management's Discussion and Analysis of Financial Condition and Results of Operations		72
Industry Overview		111
Business		122
Management		158
Principal [and Selling] Shareholder[s]		166
Related Party Transactions		168
Description of Share Capital		170
Description of American Depositary Shares		185
Shares Eligible for Future Sale		196
Taxation		198
Underwriting		204
Expenses Relating to this Offering		216
Legal Matters		217
Experts		218
Where You Can Find Additional Information		220
Index to Combined Financial Statements		F-1

        You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free-writing prospectus we may authorize to be delivered or made available to you. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

        We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States.

Until                , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in the ADSs, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our Mission

        Our mission is to unite people in sports and enable athletes and fans to live their passions and dreams. We do this by delivering unmatched sports event experiences, creating easy access to engaging content and building inclusive communities.

Overview

        We are a global sports events, media and marketing platform with significant intellectual property rights, long-term relationships and broad execution capabilities through which we create value for stakeholders in all parts of the sports ecosystem, from rights owners, to brands and advertisers, and to fans and athletes. We own, or otherwise have contractual rights to, an extensive portfolio of global, regional and national sports properties from which we seek to generate revenue across the value chain, including events operation, media production and media distribution, sponsorship and marketing, digital solutions and ancillary services.

        We have combined the strengths of our Infront, WEH and WSC businesses to form one of the world's largest sports events, media and marketing platforms in terms of revenue in 2018 (unless otherwise indicated, statements as to markets, including our leading positions in such markets, in this section are derived from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party research firm; see "Industry Overview" for further information). In particular,

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we are the number one provider of events in triathlon, mountain biking and running globally (based on revenue and number of events organized in 2018), with noteworthy events organized in key geographical markets in Europe, North America, Oceania and China;

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we are the number one full-service sports marketing company (based on sports covered in 2018) and the number two full-service sports marketing company (based on revenue in 2018), with number one positions, among such companies, in football and winter (Olympic) sports, as well as the number three position in summer (Olympic) sports (each based on revenue in 2018); and

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we are the number two global digital, production and sports solutions, or DPSS, independent service provider (based on revenue in 2018).

        We have a global sports event portfolio built principally around the strength of globally recognized brands and related intellectual property in mass participation sports owned by WEH, including triathlon, running and mountain biking, which we complement with personal and corporate fitness and other events, such as obstacle course racing, owned by Infront, which benefit from its relationships with brands and other stakeholders. We seek to create inspirational sports experiences for athletes and establish highly engaged and dedicated communities for athletes. We believe that, through our in-depth knowledge of mass participation sports, our global insights into athletes and our technical capabilities, we are well-placed to deliver engaging mass participation sports events to our athletes, partners, and fans worldwide. In addition, we are able to develop unique insights from the wealth of data generated from our athletes enabling us to amplify athlete engagement and retention, increase effectiveness of sponsorship arrangements and otherwise maximize the income potential for sports events, including through targeted services and cross-selling opportunities.

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        Through Infront, we are the partner of choice for some of the world's most significant sports federations, leagues and clubs, as well as premier corporate sponsor brands, broadcasters and media companies. We act on behalf of a range of rights owners through long-term rights agreements and have established successful long-term relationships with many of these partners. We connect these rights owners to fans and brands, enabling them to deliver their events and maximize coverage with solutions to achieve broad promotion of their events. To do so, we have built a network of rights-in partners, rights-out clients, digital media partners, broadcasters, advertisers and other stakeholders throughout the sports ecosystem. We deliver media solutions such as host broadcasting, media production and the distribution of sports content in the form of live coverage, programming, archive services and digital solutions, and offer the right fit for brands to reach their target markets through sponsorship arrangements. We delivered approximately 3,700 event days for our partners of our spectator sports and DPSS businesses in 2018.

        We have established a strong portfolio of sports events and media rights in China, an increasingly important global sports market. We believe, through our globally recognized sports and other brands (such as the Infront brand) as well as our association with the brands of our principal shareholder, Wanda Culture, which is headquartered in China, together with a deep understanding of local consumer preferences, we are well-placed to build our business in the expanding Chinese sports market.

        We reported revenue of €877.2 million in 2016, €954.6 million in 2017 and €1.1 billion in 2018, and a loss of €29.2 million in 2016, a profit of €78.8 million in 2017 and a profit of €54.0 million in 2018. For the three months ended March 31, 2019, we reported revenue of €245.6 million and a loss of €8.6 million.

Our Industry

        We view ourselves as operating in the global sports media and events market, the global mass participation sports market and the DPSS market.

        The global sports media and events market enables rights owners, brands, advertisers, fans and athletes to benefit from the structural growth in the sports ecosystem and create value for all stakeholders throughout the sports value chain. The global sports media and events market is projected to grow from €179 billion in 2018 to €224 billion in 2022, representing a CAGR of approximately 5.9%. The industry exhibits a pattern of higher growth rates in even years than odd years, primarily due to a number of major international sports events, such as the FIFA World Cup™ and the UEFA EURO™ football events as well as the Olympic Games being each held in even years.

        Opportunities within the global sports media and events market can be segmented by type of sport, commercial line and geography to identify the underlying drivers and revenue streams.

        The global sports media and events market can be segmented by type of sport as follows:

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Mass participation—refers to various kinds of endurance sports with mass participation of amateur or semi-professional athletes, including running (marathons, short distance running, such as 5km or 10km, and other themed running event series), triathlons, road cycling, mountain biking, obstacle course racing and other endurance sports, such as open water swims, in each case open to the general public;

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Football (distinguished from American football)—refers to football events, including football tournaments, league and league cup matches and friendly matches globally;

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Summer (Olympic) sports—includes all summer sports of the type contested during the Rio 2016 Summer Olympic Games, including basketball, volleyball, handball, tennis, golf and badminton, but excluding football;

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Winter (Olympic) sports—includes all winter sports of the type contested in the PyeongChang 2018 Winter Olympic Games, including biathlon, bobsleigh and skeleton, curling, ice hockey, luge, skating and skiing; and

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Other sports—covers any sports other than mass participation sports, football, summer (Olympic) sports and winter (Olympic) sports, such as baseball, American football, motocross and auto racing.

        We are the market leader, among full-service sports marketing companies, in terms of sports covered in 2018.

Our Competitive Strengths

        We believe our successes to date can be attributed to the following competitive strengths:

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leading sports events, media and marketing platform delivering iconic sports events and premium content to sports enthusiasts worldwide;

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owner of iconic mass participation sports events globally, with world-class operational expertise;

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coveted sports media and marketing rights with a track record of successful long-term partnerships;

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powerful presence in China with established core sports assets and expertise in strategic expansion;

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digital innovator and beneficiary of digital disruption;

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proven and highly visible financial model with a history of delivering profitable growth; and

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visionary and experienced management team able to leverage the capabilities of our organization and principal shareholder.

Our Strategies

        We intend to achieve our mission by pursuing the following strategies:

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enhance our portfolio of sports events and sports rights to reinforce our leadership position;

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expand our events portfolio to broaden our global reach;

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continue to build a vibrant sports business in China;

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leverage new technologies to create value for partners, brands, fans and athletes;

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exploit revenue-generating opportunities in the evolving sports and fitness markets; and

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selectively pursue strategic partnerships, acquisitions and investment opportunities to further complement our service offerings.

Our Challenges

        We face risks and uncertainties in realizing our business objectives and executing our strategies, including, but not limited to, risks and uncertainties relating to:

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our ability to adapt our business to changing conditions that affect the sports ecosystem;

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the sports-centric nature of our business and our dependence on the appeal of sports generally and the popularity of sports on which we choose to focus;

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our ability to maintain or enhance our portfolio of sports rights;

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our ability to enter into attractive rights-out arrangements to monetize the rights we acquire from rights owners through rights-in arrangements;

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our ability to meet our obligations under the contracts we enter into in our Spectator Sports and DPSS segments;

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our ability to manage risks that are inherent in live sports events;

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our ability to maintain the relationships on which we depend to conduct our mass participation sports business;

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our ability to protect our partners' intellectual property;

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our ability to maintain, protect and enhance our brands and related intellectual property;

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our ability to expand our business in China;

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our ability to expand into new countries and new markets or within countries and markets in which we already are present;

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our ability to pursue strategic partnerships, acquisitions and investment opportunities, and to integrate any acquisitions that we do undertake;

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our ability to manage the consequences of negative publicity about us, people associated with us or our partners; and

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our ability to continue to benefit from our business cooperation with Dalian Wanda Group.

        See "Risk Factors" and "Special Note Regarding Forward-Looking Statements" for a detailed discussion of these and other risks and uncertainties associated with our business and investing in our ADSs.

Our Corporate Structure and History

        We form part of group of companies affiliated with Dalian Wanda Group and conduct its sport-related businesses. In 2015, our principal shareholder Wanda Culture, a subsidiary of Dalian Wanda GCL, acquired Infront, headquartered in Zug, Switzerland, and WEH, headquartered in Tampa, Florida, and established WSC, headquartered in Beijing, China, to provide a flagship sports events, media and marketing platform in China.

        We were formed in 2018 as a wholly-owned subsidiary of our direct shareholder, Infront International Holdings AG, to enable our principal shareholder, Wanda Culture, to spin off and take public Infront, WEH and WSC. In early 2019, in preparation for this offering, Wanda Culture caused us and various other entities under its common control to undertake a series of transactions to create our current structure, which included the key steps set out below. Prior to these transactions, and as a result of the acquisition of Infront and WEH and the establishment of WSC, Wanda Culture and its affiliates controlled Infront through a Cayman Islands holding company, Wanda Sports & Media Co. Limited (owned 75.39% by Wanda Sports & Media (Hong Kong) Holding Co. Limited and 24.61% by certain minority investors, or the co-investors), and controlled 100% of WEH and 100% of WSC. The key steps of the transactions completed in early 2019 were the following:

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Infront International Holdings AG contributed its shares in Infront Holding AG to us in exchange for shares in us, by which we acquired 94.3% interest in Infront Holding AG;

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Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us shares of Infront Holding AG it had acquired or had agreed to acquire after this offering from certain management members of Infront Holding AG, in exchange for shares in us, by which we acquired or agreed to acquire 100% of the issued shares of Infront Holding AG and any new shares issued by Infront Holding AG upon exercise of certain options held by certain management members of Infront;

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Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us its shares of Wanda Sports Holdings (USA) Inc., which owns 100% of WEH, in exchange for shares in us and a promissory note, or the inter-group promissory note, issued by us in the amount of US$400 million (€356.2 million), by which we acquired WEH;

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our indirect wholly owned subsidiary Infront Sports & Media (China) Co., Ltd., entered into contractual arrangements (an exclusive call option contract, an exclusive services agreement, powers of attorney and a pledge contract) with Wanda Sports Co., Ltd., which is our variable interest entity, or VIE, and its shareholders, by which we acquired effective control of, and now receive substantially all the economic benefits of, WSC;

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we issued shares to Wanda Sports & Media (Hong Kong) Holding Co. Limited; and

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the co-investors exchanged their shares in the Cayman Islands incorporated holding company for some of our shares acquired by Wanda Sports & Media (Hong Kong) Holding Co. Limited in the steps above, as a result of which the co-investors became direct shareholders of ours.

        As a result of the foregoing,

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we issued 169,331,173 Class B ordinary shares, with those Class B ordinary shares acquired by the co-investors automatically converted into Class A ordinary shares; and

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Infront International Holdings AG directly held and beneficially owned a 54.46% economic interest in us and Wanda Sports & Media (Hong Kong) Holding Co. Limited directly held and beneficially owned a 32.33% economic interest in us (giving Dalian Wanda GCL beneficial ownership of shares representing a 86.79% economic interest in us) and the co-investors directly held and beneficially owned shares representing a 13.21% economic interest in us.

        See "Corporate History and Structure" for a schematic setting forth our current corporate structure.

Corporate Information

        We were incorporated in Hong Kong on November 28, 2018, as a private company limited by shares under the Companies Ordinance. Our principal executive offices are located at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, PRC. Our telephone number at this address is +86-10-8585-3450. Our registered office in Hong Kong is located at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

        For information on our offices, see "Business—Employees and Facilities."

        Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above. Our corporate website is www.wsg.cn and the information contained on, or that can be accessed through, this website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only.

        Our agent for service of process in the United States is WEH.

Our Dual Class Share Structure

        We have a dual class ordinary share structure. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Our share-based compensation awards, including options to be granted to management within 30 days after the completion of this offering, will entitle holders to purchase Class A ordinary shares once the vesting and performance conditions on such share-based compensation awards are met. Holders of Class A and Class B ordinary shares have the same rights, including dividend rights, except that holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to four votes per share, and Class B ordinary shares may be converted into the same number of Class A ordinary shares by the holders at any time, while Class A ordinary shares cannot be converted into Class B ordinary shares under any circumstances. Upon the transfer of any Class B ordinary share to any person not affiliated with Dalian Wanda GCL, that Class B ordinary share will be automatically and immediately converted into one Class A ordinary share. Each ADS being sold in this

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offering represents            Class A ordinary shares. See "Description of Share Capital—Our Articles of Association" for more details regarding our Class A ordinary shares and Class B ordinary shares.

        After the completion of this offering, Dalian Wanda GCL will continue to retain a majority of our total voting power due to its equity interests in our company and our dual-class share structure. Dalian Wanda GCL will hold indirectly all of the outstanding Class B ordinary shares, representing        % of our total voting power, immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, or        % of our total voting power, if the underwriters exercise their over-allotment option in full. After the completion of this offering, we will be a "controlled company" as defined in the NASDAQ Stock Market Rules, and we intend to rely on the "controlled company" exemption from certain of the corporate governance requirements of the NASDAQ Global Market.

Conventions that Apply to this Prospectus

        Except where the context otherwise requires:

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"ADSs" refers to American depositary shares, each of which represents            Class A ordinary shares;

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"China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau;

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"Chinese yuan" and "RMB" refer to the legal currency of China;

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"Class A ordinary shares" refers to our class A ordinary shares;

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"Class B ordinary shares" refers to our class B ordinary shares;

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"Companies Ordinance" refers to Chapter 622 of the Laws of Hong Kong, which came into force on March 3, 2014;

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"Cooperation Agreement" refers to the cooperation agreement we entered into with Dalian Wanda GCL and Wanda Culture Holding Co. Limited, a subsidiary of Wanda Culture, on                        2019;

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"Dalian Wanda GCL" refers to Dalian Wanda Group Co., Ltd., which was founded and controlled by its chairman and president, Mr. Jianlin Wang;

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"Dalian Wanda Group" refers to Dalian Wanda GCL and its consolidated subsidiaries (excluding us);

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"digital media partner" refers to a partner to which we provide services through our in-house DPSS capabilities through a separate service contract (namely, outside the scope of a rights-in arrangement with a rights owner or a rights-out arrangement with a rights-out client), to generate revenue in our DPSS segment;

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"event" is defined by the venue or location of a sport and, in connection with our mass participation sports business, includes owned events and licensed events (unless the context requires otherwise). One or more race(s) or other sports activities occurring at the same venue or location over a short period (often over a weekend) are considered a single event, except that an IRONMAN event and an IRONMAN 70.3 event scheduled in the same location on the same weekend are considered two separate events;

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"event day" is a day per location where at least one of our spectator sports or DPSS employees is actively contributing to the event occurring in that location;

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"EUR" or "euro" or "€" is the lawful currency of the European Economic and Monetary Union;

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"FIFA" refers to the Fédération Internationale de Football Association, the world's governing body of football;

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"fiscal year" refers, in any given year, to the period from January 1 to December 31;

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"gross-paid athlete" refers to every person who pays an entry fee to participate in an owned event in our mass participation sports business;

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"group restructuring" refers to the creation of Wanda Sports Group Company Limited, our holding company, and a series of related steps that resulted in Wanda Sports Group Company Limited beneficially holding 100% of the equity interests in Infront and WEH, and having control over and consolidating the operating results of WSC through a VIE structure;

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"HK$" or "Hong Kong dollars" refers to the legal currency of the Hong Kong;

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"Hong Kong" refers to Hong Kong, Special Administrative Region of China;

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"IFRS" refers to International Financial Reporting Standards as issued by the International Accounting Standards Board;

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"Infront" refers to Infront Holding AG and its subsidiaries;

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"Infront China" refers to Infront Sports & Media (China) Co., Ltd., an indirect wholly-owned subsidiary of Infront Holding AG in China;

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"licensed event" refers to an event for which we own the underlying intellectual property but do not organize or operate the event ourselves (but instead license the organization and operation of the event to third parties against the payment of a license fee);

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"ordinary shares" or "shares" refers to our Class A ordinary shares and our Class B ordinary shares;

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"owned event" refers to an event for which we own the underlying intellectual property and that we organize and operate ourselves;

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"participating athletes" refers, unless the context otherwise requires, to persons who participate in an owned event, including gross-paid athletes and individuals participating due to complimentary entry;

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"partner" means a rights-in partner, rights-out client, digital media partner or other stakeholder in the sports ecosystem;

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"project" refers to each contract-based arrangement undertaken by us in our spectator sports and DPSS businesses with a rights owner or other partner relating to a particular event, which provides an annual revenue contribution of at least €100,000;

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"rights-in contract" or "rights-in arrangement" refers to a contractual arrangement entered into with a rights-in partner providing us with certain rights to use the intellectual property to a sports event, which is the basis on which we, in turn, enter into rights-out contracts, and under which we may also provide services through our in-house DPSS capabilities to generate revenue in our Spectator Sports segment;

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"rights-in partner" refers to a rights owner with which we have entered into a rights-in contract;

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"rights-out client" refers to a contractual counterparty, such as brands and media companies, with which we have entered into a rights-out contract;

•

"rights-out contract" or "rights-out arrangement" refers to a contractual arrangement entered into with a rights-out client pursuant to which we monetize, through media distribution, sponsorship and/or marketing, the rights acquired through a rights-in contract, and, as the case may be, provide

7

services through our in-house DPSS capabilities, to generate revenue in our Spectator Sports segment;

•

"rights owner" refers to an owner of intellectual property to a sports event, such as ourselves for our owned events, a sports federation, a sports league or a sports club;

•

"Swiss francs" refers to the legal currency of Switzerland;

•

"US$" or "US dollar" or "$" or "dollars" refers to the legal currency of the United States;

•

"United States" or "U.S." refers to the United States of America;

•

"Wanda Culture" refers to Beijing Wanda Culture Industry Group Co., Ltd., a subsidiary of Dalian Wanda GCL;

•

"we," "us," "our" and "our company" refer to our holding company, Wanda Sports Group Company Limited, and its subsidiaries as of the group restructuring, and to the predecessor operations of Infront, WEH and WSC prior to the group restructuring. In the context of describing our operations and consolidated financial information following the group restructuring, such terms also refer to our consolidated VIE and its subsidiaries;

•

"WEH" refers to World Endurance Holdings, Inc. and its subsidiaries; and

•

"WSC" refers to Wanda Sports Co., Ltd., which is our VIE, and its subsidiaries.

        Unless we indicate otherwise, all information in this prospectus reflects no exercise by the underwriters of their over-allotment option to purchase up to                additional ADSs representing                 Class A ordinary shares from us [and the selling shareholders].

        For the convenience of the reader, this prospectus contains translations of certain EUR amounts into US dollars at specified rates. Unless otherwise indicated, the US dollar equivalent for information in EUR is based on the exchange rates, as defined in "Exchange Rate Information."

        This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party industry research firm, to provide information on our industry and the markets in which we operate. Unless otherwise indicated, the information included in this prospectus on our industry and markets has been derived from the Frost & Sullivan report, and data, such as market size, shares and growth, as included in this prospectus, reflect estimates derived from the report. The information derived from the Frost & Sullivan report involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in the report. The market research process involves primary research, which involved discussing the status of the industry with leading industry participants and industry experts. Secondary research involved reviewing company reports, independent research reports and data based on Frost & Sullivan's proprietary database. The growth of our industry is subject to uncertainty and risks, including those described in the "Risk Factors" section. These and other factors could cause our results to differ materially from those implied by the estimates included in this prospectus.

        This prospectus contains, in addition to our own trademarks, trademarks of other companies. Inclusion of these other trademarks is for illustrative purposes only. We do not intend the use of other companies' trademarks in this prospectus to imply a relationship with, or endorsement or sponsorship of us by, any of these other companies.

8

THE OFFERING

ADSs offered by us	ADSs.
[ADSs offered by the selling shareholders]	[            ADSs.]
Total ADSs offered	ADSs.
Price per ADS	We currently estimate that the initial public offering price will be between US$            and US$            per ADS.
ADS to share ratio	Each ADS represents            Class A ordinary shares.
ADSs outstanding immediately after this offering	ADSs (or            ADSs if the underwriters exercise in full their over-allotment option to purchase additional ADSs).
Ordinary shares outstanding immediately after this offering	ordinary shares, comprised of (i) Class A ordinary shares and (ii) Class B ordinary shares.
The ADSs	Each ADS represents            Class A ordinary shares.
	The depositary will hold the Class A ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement.
	We currently have no plan to declare or pay any dividends in the near future on our ordinary shares. If we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.
	You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange.
	We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.
	To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

9

Ordinary shares	Immediately prior to the completion of this offering, our ordinary shares will consist of            ordinary shares divided into            Class A ordinary shares and            Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. In respect of all matters subject to a shareholder vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to four votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder of such Class B ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity that is not an affiliate of Dalian Wanda GCL, such Class B ordinary shares will be automatically and immediately converted into the same number of Class A ordinary shares. See "Description of Share Capital."
Option to purchase additional ADSs	We [and the selling shareholders] have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of            additional ADSs to cover over-allotments.
[Reserved ADSs]	[At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of              ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs available to the general public. Any reserved ADSs not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs.]
Use of proceeds	We expect to receive net proceeds of approximately US$            million from this offering, assuming an initial public offering price of US$            per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds to repay a portion of a loan outstanding under a 364-day term loan facility and pay related costs, and to use the balance to fund strategic investments and for general corporate purposes. See "Use of Proceeds" for additional information.
	[We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.]

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Lock-up	[We, our directors and executive officers and our existing shareholders] have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ADSs or ordinary shares for a period of 180 days after the date of this prospectus, subject to certain exceptions. In addition, we have instructed Deutsche Bank Trust Company Americas, as depositary, not to accept any deposit of ordinary shares or issue any ADSs for       days after the date of this prospectus (other than in connection with this offering), unless we otherwise instruct the depositary with the prior written consent of the representatives of the underwriters.
	See "Shares Eligible for Future Sale" and "Underwriting" for more information.
Listing	We have applied for our ADSs to be listed on the NASDAQ Global Market under the symbol "WSG."
Payment and settlement	The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company on                , 2019.
Depositary	Deutsche Bank Trust Company Americas.
Taxation	For taxation considerations with respect to the ownership and disposition of the ADSs, see "Taxation."
Risk factors	See "Risk Factors" and other information included in this prospectus for a discussion of risks you should carefully consider before investing in our ADSs.

        The number of ordinary shares that will be outstanding immediately after this offering:

•

is based upon                ordinary shares outstanding as of the date of this prospectus; and

•

excludes                Class A ordinary shares issuable upon exercise of share options that will be granted under our Management Equity Incentive Plan within 30 days after completion of this offering, at an exercise price of US$0.01 per share.

11

SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

        The following summary consolidated statements of operations data for the years ended December 31, 2018, 2017 and 2016, the summary consolidated balance sheet data as of December 31, 2018 and 2017, and the summary consolidated cash flow data for the years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared and presented in accordance with IFRS. The following summary consolidated statements of operations data for the three months ended March 31, 2019 and 2018, the summary consolidated balance sheet data as of March 31, 2019 and the summary consolidated cash flow data for the three months ended March 31, 2019 and 2018 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared in accordance with IAS 34. Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read this section in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

Summary Consolidated Statement of Profit or Loss Data:

        The following table presents our summary consolidated profit or loss data for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s, except for per share data)			(€ '000s, except for per share data)						(US$ '000s, except for per share data)			(€ '000s, except for per share data)
Revenue		275,781			245,619			234,104			1,293,595			1,129,186			954,598			877,247
Cost of sales		(208,281	)		(185,501	)		(152,479	)		(875,001	)		(763,793	)		(624,093	)		(599,980	)
Gross profit(1)		67,500			60,118			81,625			418,594			365,393			330,505			277,267
Personnel expenses		(37,539	)		(33,433	)		(33,138	)		(165,462	)		(144,433	)		(135,105	)		(115,213	)
Selling, office and administrative expenses		(14,244	)		(12,686	)		(12,343	)		(59,620	)		(52,043	)		(54,710	)		(53,529	)
Depreciation and amortization		(8,814	)		(7,850	)		(7,567	)		(37,628	)		(32,846	)		(22,129	)		(22,142	)
Impairment of goodwill		—			—			—			—			—			—			(74,010	)
Other operating (expense)/income, net		1,136			1,012			(17,301	)		(30,703	)		(26,801	)		2,882			6,821
Finance costs		(11,634	)		(10,362	)		(13,005	)		(61,531	)		(53,711	)		(53,300	)		(44,761	)
Finance income		731			651			5,838			13,566			11,842			27,871			15,950
Share of profit/(loss) of associates and joint ventures		154			137			(316	)		6,376			5,566			509			393
Profit/(loss) before tax		(2,710	)		(2,413	)		3,793			83,591			72,967			96,523			(9,224	)
Income tax		(6,987	)		(6,223	)		8			(21,715	)		(18,955	)		(17,731	)		(20,021	)
Profit/(loss) for the period		(9,697	)		(8,636	)		3,801			61,876			54,012			78,792			(29,245	)
Earnings/(loss) per share
Basic		(0.06	)		(0.05	)		0.02			0.35			0.31			0.46			(0.17	)
Diluted		(0.06	)		(0.05	)		0.02			0.34			0.30			0.44			(0.17	)

(1)

Cyclicality driven by the timing cycle of sports events has a significant impact on the comparability of our results from one period to the next. In 2018, both total revenue and total cost of sales were impacted due to media production activities in connection with the 2018 FIFA World Cup Russia^TM accounted for in our DPSS segment. These activities are undertaken pursuant to our cost-plus contractual model under which both revenue and costs are fully accounted for in our consolidated

12

statement of profit or loss, including reimbursement revenues and reimbursement costs. Reimbursement revenues represent revenue that has associated costs of a similar, generally matching, amount (reimbursement costs), thereby resulting in a negligible gross margin impact. The negligible gross margin impact from reimbursement revenues and reimbursement costs (as opposed to a zero gross margin impact as may be otherwise expected) is due to temporary timing differences mainly resulting from foreign exchange effects on invoice settlements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information including the amounts of reimbursement revenues and reimbursement costs for the three months ended March 31, 2019 and 2018 and each of 2018, 2017 and 2016.

Summary Consolidated Balance Sheet Data:

        The following table presents our summary consolidated balance sheet data for the periods indicated.

	As of March 31,				As of December 31,
	2019				2018			2018			2017
	(US$ '000s)		(€ '000s)		(US$ '000s)			(€ '000s)
Total current assets		707,203		629,857		709,637			619,446			654,466
Total non-current assets		1,570,146		1,398,420		1,446,967			1,263,065			1,167,897
Total assets		2,277,349		2,028,277		2,156,604			1,882,511			1,822,363
Total current liabilities		977,588		870,670		1,343,250			1,172,530			1,094,564
Total non-current liabilities		933,073		831,023		823,682			718,996			787,172
Total liabilities		1,910,661		1,701,693		2,166,932			1,891,526			1,881,736
Total shareholders' equity		366,689		326,584		(10,328	)		(9,015	)		(59,373	)
Total liability and shareholders' equity		2,277,349		2,028,277		2,156,604			1,882,511			1,822,363

        As of March 31, 2019, we had total indebtedness (total interest-bearing liabilities) of €1,002.9 million.

        In addition, we had €1.3 billion in capital commitments under full rights buy-out contracts and €1.2 billion of minimum revenue guarantees under commission-based contracts, in either case as of March 31, 2019. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments."

13

Summary Consolidated Cash Flow Data:

        The following table presents our summary consolidated cash flow data for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s)			(€ '000s)						(US$ '000s)			(€ '000s)
Selected Consolidated Cash Flow Data
Net cash flows from/(used in) operating activities		(33,557	)		(29,887	)		17,909			76,284			66,588			145,678			43,596
Net cash flows from/(used in) investing activities		(93,335	)		(83,127	)		(12,613	)		(65,437	)		(57,120	)		(104,142	)		(350,326	)
Net cash flows from/(used in) financing activities		134,330			119,638			(244	)		(74,979	)		(65,449	)		76,976			332,397
Net increase/(decrease) in cash and cash equivalents		7,438			6,624			5,052			(64,132	)		(55,981	)		118,512			25,667
Cash and cash equivalents at beginning of year		198,789			177,048			230,419			263,970			230,419			124,344			105,975
Effect of foreign exchange rate changes, net		3,444			3,067			(2,359	)		2,990			2,610			(12,437	)		(7,298	)
Cash and cash equivalents at end of year		209,671			186,739			233,112			202,828			177,048			230,419			124,344

Non-IFRS Financial Measures:

        We use EBITDA and Adjusted EBITDA, each a non-IFRS financial measure, in evaluating our operating results and for financial and operational decision-making purposes.

        We believe that these measures help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in our profit/(loss) from operations and net profit/(loss). We believe that EBITDA and Adjusted EBITDA each provides useful information about our results of operations, enhances the overall understanding of our past performance and future prospects and allows for greater visibility as to key metrics used by our management in its financial and operational decision-making.

        These non-IFRS financial measures should not be considered in isolation or construed as an alternative to profit/(loss) from operations and net profit/(loss) or any other measure of performance, or as an indicator of our operating performance. Investors are encouraged to review EBITDA, Adjusted EBITDA and the reconciliation to the most directly comparable IFRS measure as set forth below. EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

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        The following table shows the reconciliation of EBITDA and Adjusted EBITDA to our profit/(loss) of the period for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018		2018		2017			2016
	(US$ '000s)			(€ '000s)						(US$ '000s)		(€ '000s)
Profit/(Loss) for the period		(9,697	)		(8,636	)		3,801			61,876		54,012		78,792			(29,245	)
Income tax		6,987			6,223			(8	)		21,715		18,955		17,731			20,021
Net interest expense		7,942			7,073			6,131			28,167		24,587		24,778			25,663
Depreciation and amortization		8,814			7,850			7,567			37,628		32,846		22,129			22,142
EBITDA		14,046			12,510			17,491			149,386		130,400		143,430			38,581
Goodwill impairment loss(1)		—			—			—			—		—		—			74,010
Share-based compensation(2)		2,287			2,037			3,510			9,993		8,723		16,377			7,127
Expenses or charges relating to acquisitions(3)		332			296			1,668			5,791		5,055		6,606			4,961
Expenses or charges relating to IPO or financing(4)		1,079			961			213			4,411		3,850		505			813
Restructure and disposal of investments / subsidiaries(5)		6			5			—			—		—		3,363			4,703
Profit or loss from termination of customers(6)		—			—			(97	)		2,209		1,928		430			(586	)
Change in fair value of investments(7)		—			—			—			510		445		(290	)		(178	)
Bad debt expenses relating to specific customer(8)		—			—			19,069			31,071		27,122		—			—
Losses/(gains) on foreign exchange and derivatives, and other financial charges(9)		2,961			2,638			1,036			19,798		17,282		651			3,148
Estimated client compensation relating to fraudulent activities(10)		6,737			6,000			—			—		—		—			—
Adjusted EBITDA		27,448			24,447			42,890			223,169		194,805		171,072			132,579

(1)

Represents goodwill relating to the acquisition of WEH. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Factors Affecting our Results of Operations across Segments—Goodwill impairment."

(2)

Share-based compensation has been excluded as it is non-cash expense. Our adjustment removes all of the historical share-based compensation for employees.

(3)

Represents expenses incurred from professional fees such as legal counsel, auditors, underwriters, valuation experts and consultants in respect of strategic acquisitions in our mass participation sports business, including Lagardère Unlimited Events AG in 2016 and Competitor Group Holdings, Inc., or CGI, in 2017.

(4)

Represents professional fees from legal counsel, auditors and valuation experts.

(5)

Represents expenses or costs incurred in the restructuring and disposal of investments and subsidiary companies. Following our acquisitions of Infront and WEH, we went through a restructuring process which involved divestment of certain investments and subsidiaries. Following the acquisition of CGI in 2017, WEH undertook a similar process. While event and contract performance reviews are performed as a normal course of business, these larger restructuring processes are considered non-recurring.

(6)

Eliminates the impact from the extraordinary loss of certain rights-in partners following their insolvency.

(7)

Eliminates the net investment loss on investments.

15

(8)

Eliminates expenses reflecting expected credit losses in trade account receivables that we had outstanding from a sports marketing and media rights firm (MP & Silva) as well as contract assets, as a result of the initiation of MP & Silva's insolvency process.

(9)

Represents the losses/(gains) on foreign exchange, derivative financial instruments at fair value through profit or loss, termination of the cross currency swap and other financial charges.

(10)

Represents the amount estimated to be paid by Infront as compensation in connection with fraudulent activities presumably undertaken by a former senior employee of Infront, for which we have taken a revenue deduction in the three months ended March 31, 2019. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting."

Key Operating Data:

        The following table presents our key operating data by segment for the periods indicated.

	For the year ended December 31,
	2018		2017		2016
Mass Participation(1)
Number of events		326		266		232
Total number of gross-paid athletes ('000s)		1,322		986		640
Average revenue per gross-paid athlete(2) (€)		110		129		158
Average other revenue per event(3) (€ '000s)		424		466		410
Spectator Sports
Number of projects		103		112		102
Average revenue per project (€ '000s)		5,086		4,885		5,272
DPSS
Number of media production and sports solutions projects		44		44		41
Average revenue per media production and sports solutions project(4) (€ '000s)		6,731		3,066		3,064
Number of digital media partners		42		43		48
Average revenue per digital media partner (€ '000s)		598		493		365

(1)

Changes in our Mass Participation key operating data between years have been impacted significantly by acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Specific Factors Affecting our Mass Participation Results of Operations—Acquisitions."

(2)

Includes total revenue from entry fees and merchandise divided by the number of gross-paid athletes.

(3)

Includes our Mass Participation segmental revenue, other than revenue from entry fees and merchandise, divided by the number of events.

(4)

The increase between the periods is impacted by cyclicality effects relating to our media production business and, in particular, the FIFA World Cup Russia^TM in 2018.

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RISK FACTORS

You should carefully consider each of the following risks. Any investment in our ADSs involves a high degree of risk. Any risks and uncertainties we face could have a material adverse effect on our business, results of operations, financial condition or prospects. We believe that the most significant of these risks and uncertainties are described in this section, although we may be materially adversely affected by other risks or uncertainties that are not presently known to us, that we have failed to appreciate, or that we currently consider immaterial. You should carefully consider the following risk factors and all other information contained in this prospectus, including our consolidated financial statements and related notes, before making an investment decision regarding our ADSs. The market price of our ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment.

Risks Related to our Business and Industry

Our inability to adapt our business to changing conditions that affect the sports ecosystem could have a material adverse effect on us.

        We seek to create value for stakeholders in all parts of the sports ecosystem, from rights owners to brands and advertisers, and from fans to athletes. The sports ecosystem is undergoing significant transformation at the expense of traditional distribution channels as a result of changes in consumer behavior, and in particular the ways in which sports fans consume sports events. We attribute the behavioral change in large part to emerging digital technologies, as well as other alternative distribution platforms. Digital cable, internet and wireless content providers continue to improve technologies, content offerings, user interfaces and business models that allow consumers to access video-on-demand and internet-based content with interactive capabilities. As the technology evolves to accommodate multimedia services and products, we need to adapt to, and support, these services and products. However, we may be unable to identify and capitalize on opportunities that present themselves in a timely manner, or at all. For example, our ability to leverage new technologies could suffer if we are unable to offer digital solutions that achieve market acceptance across our sports categories and our markets.

        In addition, innovative new technologies, models and platforms have the potential to provide significant opportunities for rights owners to engage more directly and comprehensively with fans and other sports enthusiasts through a wide variety of platforms and technologies, rather than through us. Particularly for sports that have significant global appeal, rights owners may have the financial resources, organizational capability and/or strategic focus to develop in-house capabilities to monetize their rights themselves, to terminate their relationships with us or reduce their level of engagement with us and monetize their rights in-house. For example, we previously worked with FIFA to manage the distribution of the extensive FIFA Films archive dating back to 1930, including film and television coverage of previous editions of FIFA World Cup™ events and other FIFA events. In 2018, this contract was not renewed as FIFA decided to bring this management capability in-house. The Chinese Basketball Association, or CBA, in 2017, decided to reduce the scope of the relationship between them and us in relation to the CBA League and the CBA All-Star Game. As a result, we are no longer the exclusive partner to the CBA for the sale of sponsorship and media rights for these events. To the extent that FIFA, the CBA or other rights owners choose to develop further in-house capabilities and otherwise engage the ecosystem more directly through such capabilities, it would likely have a material adverse effect on our business, results of operations or prospects.

Our business is sports-centric, and our success is tied to sports generally and, in particular, to changes in popularity of the sports on which we choose to focus.

        We are largely dependent on the continued popularity of sports generally and, in particular, the popularity of the sports upon which we have chosen to focus. Changes in popularity of these sports globally or in particular countries or regions could be influenced by competition from other sports or alternative

17

forms of entertainment. A change in sports fans' or athletes' tastes, a change in perceptions relating to particular sports (for example, if a particular aspect of such sports become unpopular due to safety or other considerations), or a popularity shift towards sports events that are currently under-represented or not present in our portfolio, could result in reduced engagement in our events or otherwise reduce the value of our rights portfolio. This, in turn, could reduce sponsorship or other advertising demand relating to the sports.

        We could also be adversely affected by developments or trends affecting rights owners or other stakeholders in a particular sport. For example, a number of European football clubs in recent years with whom we have entered into rights-in arrangements have subsequently been relegated to lower level leagues or have suffered financial difficulty. Overall, football accounted for 48%, 47% and 45% of our Spectator Sports segmental revenue in 2018, 2017 and 2016, respectively.

        Adverse developments relating to a sport or to key stakeholders in a sport could affect our ability to monetize acquired rights or possibly recover investments we have made in the relationships with the rights owners, and to the extent that any such sport is material to our revenue, could have a material adverse effect on our business, results of operations or prospects.

We may be unable to maintain or enhance our portfolio of sports rights, which is a key component of our growth strategy.

        We own, or otherwise have contractual rights to, an extensive portfolio of global, regional and national sports properties from which we seek to generate revenue across the value chain, including events operation, media production and media distribution, sponsorship and marketing, digital solutions and ancillary services. The contractual rights portion of our portfolio is derived from rights-in arrangements and rights-out arrangements, which generally are for fixed terms. We are dependent upon relationships with key rights owners and other stakeholders throughout the sports ecosystem, from which we benefit, including with the leadership of sports federations, to maintain or obtain new rights. We have in the past been, and may in the future be, subject to risks that our partners in our spectator sports or DPSS businesses cease to work with us, develop their own service offerings or products instead of using ours, use alternative intermediaries for certain products or services, or fail to renew existing contracts on terms favorable to us, or at all.

        Certain of our key rights-in contracts currently are scheduled to end over the next few years, in particular our contracts with Lega Serie A for media sales relating to Lega Serie A games (by the end of the 2020/21 season), with the German Football Association (Deutscher Fussball-Bund, or DFB) for media and sponsorship rights relating to the DFB Cup (by the end of the 2021/22 season) and with FIFA for Asian media sales and host broadcasting for FIFA World Cup^TM and other FIFA events (by the end of 2022). While we seek to enhance and broaden our portfolio of sports rights, we may not ultimately be able to secure new long-term relationships or maintain our existing relationships (in the latter case, for example, because of changes in leadership and priorities of the relevant rights owners, or changes in operating models that contemplate moving monetization efforts in-house, or our own management changes) and, if we are able to renew or extend rights-in contracts, the terms we are able to negotiate may not be as profitable as they were before. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments."

        In monetizing our rights-in arrangements and otherwise engaging with rights owners, we believe we enjoy a competitive advantage to the extent we can offer a portfolio of sports rights covering key aspects of the relevant sports, and can supplement our engagement with rights owners by applying our in-house DPSS capabilities. For example, for winter sports, we are able to offer a broad range of rights while representing each of the seven Olympic Winter Sports federations. Were we to fail to maintain a particular

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part of a portfolio, we would not only lose the benefit of the particular contract but could lose the benefit of the portfolio effect as well.

We may be locked into certain forms of monetization and miss out on other opportunities due to our failure to properly cater for future developments in our contracts.

        We generally seek broad scope in our rights-in contractual provisions to monetize rights. However, the evolving nature of the sports ecosystem may result in new forms of media distribution, sponsorship and/or other forms of potential rights monetization (perhaps unforeseen when the contract was entered into). If we have not provided adequate scope to capture such developments, we may lose out on potential opportunities and the value of our acquired rights may be diminished.

We derive significant revenue from the monetization of the rights we acquire from rights owners, and our profitability will be adversely affected if we are unable to enter into attractive rights-out arrangements.

        For rights we do not own (generally in our spectator sports business), we seek to monetize rights acquired on a rights-in basis through rights-out arrangements. We seek to leverage our network of relationships with, among others, rights owners, rights-out clients, broadcasters, advertisers and local governments to secure and monetize the rights that are critical to our success. We rely on estimates, third party evaluations, systematic analysis and projections of the market share and future value of licensable content controlled by each content partner, as well as our own models and in-house expertise, to forecast our ability to recoup our investment on the rights-in side, taking into account actual content acquisition costs to be incurred over the duration of the arrangement. To the extent that our actual revenue from rights-out arrangements, which often are of a shorter duration than our rights-in arrangements, underperforms relative to our expectations, our profitability may be materially adversely affected. These risks are heightened when we seek to monetize rights under commission-based rights-in contracts (often for media distribution) that obligate us to provide rights-in partners with minimum revenue guarantees or under full rights buy-out contracts with future payment obligations (as opposed to arrangements providing only for a commission for rights-out deals closed), which could reduce our profit on any such contracts, or in fact trigger a loss on any such contract. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments." Moreover, any time lag between payments we make under our rights-in arrangements and the payments we receive in monetizing such rights through rights-out arrangements could have a material adverse effect on our levels of working capital.

The contracts on which we depend in our Spectator Sports and DPSS segments impose numerous obligations on us.

        In our Spectator Sports and DPSS segments, which collectively accounted for 74.8%, 73.7% and 77.6% of our revenue in 2018, 2017 and 2016, respectively, we rely on contractual arrangements to obtain the rights we can then monetize, and otherwise to provide a comprehensive suite of sports-related services through our DPSS capabilities, either as part of a rights-in or rights-out arrangement (accounted for under our Spectator Sports segment) or as part of a separate service contract (accounted for under our DPSS segment).

        The contracts with our partners that underpin these arrangements are complex, come in a number of different forms and impose numerous obligations on us, including obligations to:

•

provide, with respect to our rights-in contracts, future payment obligations, recorded as capital commitments, under our full rights buy-out contracts (€1.3 billion as of March 31, 2019) and minimum revenue guarantees under commission-based contracts (€1.2 billion as of March 31, 2019);

•

take adequate measures to monitor and prevent third parties (including rights-out clients) from infringing or misusing intellectual property of our rights-in partners;

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•

meet detailed and sports event specific minimum transmission, live coverage quality, host broadcaster and media production requirements;

•

maintain records of financial activities and grant rights-in partners access to and rights to audit our records;

•

adopt and implement effective anti-piracy, data protection and geo-blocking measures; and

•

comply with certain security and technical specifications.

        If we are unable to meet our obligations or if we breach any of the other terms of our contractual arrangements, we could be subject to monetary penalties and our rights under such arrangements could be terminated, either of which could have a material adverse effect on our business, results of operations, financial condition or prospects.

        Moreover, our contracts are governed by the laws of a variety of jurisdictions, which laws may differ in significant respects from laws in the United States. For example, under Swiss law, the governing law of some of our rights-in contracts, a contract may be terminated at any time with immediate effect for cause, which includes unforeseeable changes in factual circumstances that make it objectively unbearable for a party to continue a contractual relationship. If our contracts are terminated, this could have a material adverse effect on our business, results of operations, financial condition or prospects.

We depend on the success of live sports events, which are inherently susceptible to risks, and our exposure to such risks is potentially heightened as a result of the nature of mass participation sports events and the athlete experiences we seek to create.

        Live sports events, and, in particular those involving large numbers of athletes or fans, require significant logistical capabilities, including substantial resources for safety and security, and sufficient infrastructure, which can be complex, difficult to coordinate and costly to have in place. In particular, many of our mass participation sports events take place in open-air locations across long distances that are easily accessible to the general public. Even where logistics and infrastructure have been appropriately planned for, public live events, including our owned events, involve risks that may be beyond our control or the control of the relevant organizer (if not us). Such risks may include terrorist attacks, gun violence or other security threats (such as the 2013 Boston Marathon bombing), travel interruption or accidents, traffic incidents, weather-related interruptions, natural catastrophes, the spread of illness, equipment malfunction, labor strikes or other disturbances. Any of these could result in personal injuries or deaths, canceled events and other disruptions to events adversely affecting the success of the events or our ability to stage events in the future (such as if host cities choose not to partner with us given event-related risks). The realization of these risks could also otherwise impact the profitability of our events. For example, the 2016 truck terrorist attack in Nice, France resulted in significantly increased security-related costs for the IRONMAN event race that we held in Nice in 2018. We could also be exposed to liability or other losses for which we may not have insurance or suffer reputational harm.

        In the case of our mass participation sports events, we focus on creating inspirational sports event experiences for athletes and cultivating highly engaged and dedicated communities of athletes. As a result, factors adversely impacting the enjoyment of athletes during our sports events, even relatively minor issues, such as adverse weather conditions or poorly functioning infrastructure, to the extent they become associated with, and undercut, our events or, more generally, our brands, could lead to declining popularity of our events in future periods. As we coordinate all aspects of these events, including executing the events on-site, and undertaking the many items in preparation for each event, poor execution could also lead to declining popularity of our events in the future. We have in the past suffered declines in registrations for events that were affected in the prior year by adverse weather conditions or poor execution. In addition, our events typically require us to obtain permits from the relevant host cities or municipalities, and restrictive permit conditions, poor delivery of services including those not directly under our control or

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cancellation of sports events could also harm our brands. In 2018, two of our sports events in China were cancelled on short notice due to circumstances beyond our control. Although in certain jurisdictions we may not be legally required to reimburse athletes for cancelled (or otherwise adversely affected) events, we may choose to do so for reputational or other considerations, adversely impacting our results of operations.

Our mass participation sports business could be harmed if the relationships on which we depend were to change adversely or terminate.

        In our mass participation sports business, each of our events typically involves an exhaustive check-list of items to be organized and coordinated among numerous parties. Thus, good relationships with these parties are key to a successful event. In particular, for the successful operation and execution of our sports events, we often are dependent on relationships with local authorities and government agencies. Local authorities or government agencies provide us funding (such as in the form of host city fees for our events) and essential services (such as police and security services, traffic control and assistance in obtaining the required approvals and permits) that are integral to the success of the event. For the registration of athletes for many of our mass participation sports events, we use third party providers. We are also heavily reliant on volunteers for the organization of our mass participation sports events, and a decline in numbers of volunteers or any restrictions on volunteers assisting with events would have a material adverse effect on the profitability of these events. If we are unable to rely on providers or volunteers for services in our mass participation sports business, it could cause disruptions to our events or otherwise adversely impact our relationships with our community of athletes. Any adverse changes in or termination of any of these relationships could have a material adverse effect on our business, results of operations, financial condition or prospects.

We could be adversely affected by a failure to protect our intellectual property or the intellectual property of our partners.

        We have significant intellectual property rights, in particular with respect to our sports brands, such as IRONMAN, and related events, as well as our business brands, such as the Infront brand. See also "—We depend upon our strong brands and, therefore, could be adversely affected by any failure to maintain, protect and enhance those brands." We regard our intellectual properties as critical to our success, and we depend, to a large extent, on our ability to develop and maintain our intellectual property rights. To do so, we rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements and copyright, software copyright, trademark, and other intellectual property laws. We also make use of the intellectual property rights from our rights-in partners to monetize the rights acquired through rights-out arrangements. Despite our efforts to protect our or our partners' intellectual property rights, the steps we take in this regard might not be adequate to prevent, or deter, infringement or other misappropriation of our or our partners' intellectual property by competitors, former employees or other third parties.

        Monitoring and preventing any unauthorized use of our or our partners' intellectual property is difficult and costly, and any of our or our partners' intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Litigation or proceedings before governmental authorities, or administrative and judicial bodies may be necessary to enforce our intellectual property rights and to determine the validity and scope of our rights. Our efforts to protect our intellectual property in such litigation and proceedings may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. In addition, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms, or at all. Any failure in protecting

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or enforcing our or our partners' intellectual property rights could have a material adverse effect on our business, results of operations, financial condition or prospects.

We are focused on expanding our business in China, which exposes us to certain risks arising from economic or political developments and regulatory uncertainties.

        As part of our strategies, we intend to grow our presence in China. Economic conditions in China are sensitive to global economic conditions, changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. While China's economy has grown significantly over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing down in recent years. China's economic growth could decline materially, and any severe or prolonged slowdown in the Chinese economy could adversely affect our efforts in China and our growth strategy and could result in a material adverse effect on our business, results of operations, financial condition or prospects. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. In recent months, China and the United States have each imposed tariffs on exports from the other in an escalating trade war. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

        In addition, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of our economic activities in China. In particular, the PRC legal system is based on written statutes and prior court decisions have limited value as precedent. Since these laws and regulations are relatively new and the PRC legal system continues to evolve, the interpretations of many laws, regulations and rules may not be uniform and enforcement of these laws, regulations and rules involves uncertainties. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis, or at all, and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Any claim, investigation or proceeding against us could result in a material adverse effect on our business, results of operations, financial condition or prospects. See also "—We are subject to a range of laws, including anti-corruption, anti-money laundering and sanctions laws and regulations, and business conduct rules, across a number of jurisdictions and could be adversely affected by failures to be fully compliant" as to the impact of regulation in China.

We may be unable to expand successfully into new countries and new markets or expand within countries and markets in which we already are present.

        Expansion into new countries and new markets, or expansion within countries and markets in which we already are present, could expose us to significant legal and regulatory challenges, political and economic instability or other adverse consequences. Such expansion may require the building of new relationships with stakeholders, which may have different interests or standards (for example, compliance standards) than stakeholders for which our operations have otherwise been designed and for which we may have limited capabilities to leverage. Our lack of experience and operational expertise in these countries or markets could put us in a disadvantageous position relative to our competitors with more experience or capabilities to address the relevant challenges. In addition, we might not be able to register and secure our brands and related intellectual property rights in these markets (for example due to pre-existing trademarks) which would prevent us from operating, or make it very difficult or costly to operate our branded events in these markets. These factors, among others, could cause our expansion into new countries or markets to be unsuccessful or less profitable than what we are otherwise able to achieve, could cause our operating costs to increase unexpectedly or our revenue to decrease or, in general, could otherwise negatively affect our global ambitions.

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The markets in which we operate are highly competitive.

        While there are a limited number of competitors that cover essentially the entire value chain of the sports ecosystem as we currently do, including offering event organization, media production, media distribution, sponsorship and marketing, digital solutions and sports-related ancillary services, each component of the sports ecosystem is highly competitive. This is the case for various aspects of our business, including our mass participation sports events (the rights to which we generally own), and the monetization of rights through a combination of our rights-in and rights-out arrangements, which depends on our ability to acquire the rights and to monetize profitably such rights and the other services we offer.

        In the case of mass participation sports events, we face competition principally from other providers of competitive events. These events may offer athletes the ability to participate in events that represent or are perceived to represent better value for money than what we offer (and there may be low barriers of entry in offering a particular activity to athletes). We may face competition in countries or markets from competitors that have or are able to establish a more significant local presence than we can. In addition, we face competition from other sports and non-sports events that may be more attractive or appealing to potential athletes.

        In acquiring rights from rights owners and monetizing those rights through rights-out contracts, we seek to build strong audiences, raise the value of media rights, create effective communication platforms for brands, events and organizations, and ultimately provide the vital link between sports events and consumers. We face competition both in acquiring the rights and in seeking to monetize the rights we do acquire. Notwithstanding prior relationships, rights owners might choose alternative partners. If we are unable to acquire rights, our ability to broaden our rights portfolio and grow our business will be limited. In a competitive environment, we may lose existing business or we may win less profitable business, including to the extent we may be required to increase the prices we pay to our rights-in partners for the rights or to accept lower prices from our rights-out clients.

        We also face potential competition from in-house solutions and non-traditional media service providers, such as Facebook, Amazon, Apple, Netflix and Google, and, if they increase their focus on sports-related content, including through over-the-top, or OTT, platforms, we may find it difficult to compete, particularly as some of the potential competition has greater financial, technical and other resources than we do. In China, certain large companies, such as Alibaba, Tencent and Suning, are increasingly investing in sports businesses, including in sports-related content and media channel development. While we are developing our own digital solutions through our in-house DPSS capabilities for existing and new partners in response to competitive threats, it may impact the profitability or effectiveness of the part of our business focused on the traditional sports value chain, which has been built to a significant degree on creating a bridge between our rights-in partners and rights-out clients. Even if we are successful in competing in offering digital solutions, the profitability of such solutions may be less than what we have been able to achieve through traditional rights-in and rights-out arrangements historically, which could have a material adverse effect on our business, results of operations, financial condition or prospects. We could also experience similar competition in ancillary services we provide to the sports ecosystem from existing or new competitors.

        Our partners may expand their internal capabilities or otherwise integrate themselves vertically and more systematically, which could result in a reduction in (high volume) opportunities available to us (thereby potentially increasing competition for opportunities that do exist) or otherwise lead to potential new competitors. See also "—Our inability to adapt our business to changing conditions that affect the sports ecosystem could have a material adverse effect on us."

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Our results of operations are also subject to cyclicality and our financial performance in any one fiscal year is unlikely to be indicative of, or comparable to, our financial performance in different fiscal years.

        We experience cyclical trends in our results of operation, particularly in our Spectator Sports and DPSS segments. Some major sports events for which we hold rights or provide services only take place on a biennial basis. This includes the FIS Ski World Championships and the CEV European Volleyball Championships, which occur only in odd years, and the EHF EURO Championships in handball, which occur in even years. Other major sports events occur on a quadrennial basis (such as the FIFA World Cup™ and UEFA EURO™ football events). For these events, we may record a portion of the revenue in the years leading up to the event pursuant to our revenue recognition policy. However, the revenue from such events tends to be most significant in the year the event is taking place, which results in significant fluctuations in our results of operations between years. For example, FIFA-related revenue increased in line with the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™, leading up to, and including, the 2018 FIFA World Cup Russia™. The comparability of our results of operations from our DPSS segment is particularly impacted by cyclicality due to our media production contracts for key events held every four years, such as the FIFA World Cup™ and the FIFA Confederations Cup™. Our agreements as host broadcaster for such events are mainly on a cost-plus basis where we are reimbursed for our expensed production costs. As a result, the reimbursement revenues and the reimbursement costs reflected on our consolidated statement of profit or loss can have a significant impact on the comparability of our results of operations, in terms of revenue and cost of sales, but not net income. See also "Management's Discussion and Analysis of Financial Condition and Results of Operation—Other Factors Affecting our Results of Operations across Segments" for a discussion of the cyclicality of our business and the impact on our results of operations.

        Comparing our operating results on a year-to-year basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

Our results of operations are subject to seasonality and our financial performance in any one interim period is unlikely to be indicative of, or comparable to, our financial performance in subsequent interim periods.

        Ultimately, we generate revenue from sports events, and these events occur at different times throughout the year. Most of our event-related revenue as well as event-related expenses are recognized in the month in which an event occurs. In particular for our Mass Participation segment, revenue and direct expenses tend to be higher in the third and fourth quarters of our fiscal year given our event calendar. Revenue generation in our Spectator Sports segment tends to be lower in the third quarter as winter sports events have not yet commenced and there is less activity in European football compared with other quarters. Over the course of the four quarters, fluctuations in gross profit shows a largely similar pattern to fluctuations in revenue. Other than in years of a FIFA World Cup™, our results of operations in our DPSS segment tend to have less seasonal fluctuations compared to our other segments. See also "Management's Discussion and Analysis of Financial Condition and Results of Operation—Other Factors Affecting our Results of Operations across Segments" for a discussion of the seasonality of our business and the impact on our results of operations. Comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

Failure to effectively manage changes in our business could place a significant strain on our management and operations.

        The successful expansion of our business, both in terms of new countries and new markets, and further penetration into existing countries or markets, requires that we have effective planning and management processes in place and could place a strain on our management systems, infrastructure and other resources. To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. Failure to respond effectively to growth and

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other changes in our business, including as a result of acquisitions, could have a material adverse effect on our business, results of operations, financial condition or prospects.

We may be unable to pursue strategic partnerships, acquisitions and investment opportunities to further complement our service offerings.

        We may selectively partner with, invest in or acquire companies that complement or enhance our existing operations as well as those that are strategically beneficial to our long-term goals, including opportunities that help broaden our customer base, expand our service offerings and grow the number of our events. The costs of identifying and consummating partnerships, acquisitions and investments may be significant, and we may not be able to find suitable opportunities at reasonable prices, or at all, in the future. Finding and consummating partnerships, acquisitions or investments requires management time and effort, and finding and consummating such opportunities in new markets can be affected by foreign ownership restrictions, availability of suitable targets and uncertain business cases in ways that pose greater risk than initiatives that target established markets. More broadly, opportunities in markets in which we have limited or no prior experience may pose a greater risk. Failure to further expand our service offerings through strategic partnerships, acquisitions and investment opportunities could have a material adverse effect on our business, results of operations, financial condition or prospects.

We may have difficulties integrating completed acquisitions or may face other risks as a result of acquiring new operations.

        To the extent we pursue further strategic acquisitions or other investment opportunities to extend or complement our operations, we may be exposed to additional risks, including:

•

an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;

•

an acquisition may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

•

we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

•

an acquisition, whether or not consummated, may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

•

we may not be able to successfully integrate our business and we may not be able to fully realize the anticipated strategic benefits of the acquisition;

•

we may face challenges inherent in effectively managing an increased number of employees in diverse locations;

•

we may be affected by potential strains on our financial and managerial controls and reporting systems and procedures;

•

we may be subject to potential known and unknown liabilities associated with an acquired business;

•

use of cash to pay for acquisitions could limit other potential uses for our cash;

•

we may need to record impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions; or

•

to the extent that we issue a significant amount of equity or convertible debt securities relating to future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

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        We may not succeed in addressing these or other risks or any other problems encountered relating to the integration of any acquired business. The inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, results of operations, financial condition or prospects.

A decline in general economic conditions or a disruption of financial markets may affect advertising markets or the discretionary income of consumers, which in turn could adversely affect our profitability.

        Our operations are affected by general economic conditions and, in particular, conditions that have a direct impact on the demand for entertainment and leisure activities. Declines in general economic conditions could reduce the level of discretionary income that our sports fans and athletes have to spend on attending or participating in sports events (including our mass participation sports events) or on sports-related programming or consumer products more generally (thereby potentially reducing sponsorship and advertising spending), any of which could adversely impact our revenue. Adverse economic conditions, including volatility and disruptions in financial markets, may also affect other stakeholders in the sports ecosystem, thereby reducing their engagement. For example, declines in consumer spending more broadly could affect advertising spend, which in turn could adversely affect broadcasters. These factors could reduce the prices we can obtain in our rights-out arrangements.

Security breaches could result in economic loss, damage our reputation, deter athletes and fans from attending the sports events we organize or could result in other negative consequences.

        We collect, process and store significant amounts of data concerning our athletes and fans, as well as data pertaining to our business partners and employees. Our systems are vulnerable to software bugs, computer viruses, internet worms, break-ins, phishing attacks, attempts to overload servers with denial-of-service, or other attacks or similar disruptions from unauthorized use of our and third-party computer systems, any of which could lead to system interruptions, delays, or shutdowns, causing loss of critical data, the unauthorized access of data or the inability to access our own data. Functions that facilitate interactivity with other internet platforms could increase the scope of access of hackers to user accounts. Although we have in place systems and processes that are designed to protect our data, prevent data loss, disable undesirable accounts and activities on our platform and prevent or detect security breaches, such measures may not be sufficient, particularly as techniques used to gain unauthorized access to data and systems (or make our own data or systems unavailable to us), disable or degrade service, or sabotage systems, are constantly evolving. If an actual or perceived breach of security occurs to our systems or a third party's systems, we also could be required to expend significant resources to mitigate the breach of security and to address matters related to any such breach, including notifying users or regulators. In addition, we are subject to various regulatory requirements relating to the security and privacy of such data, including restrictions on the collection and use of personal information of users and are required to take steps to prevent personal data from being divulged, stolen, or tampered with. We are subject, for example, to the EU General Data Protection Regulation, which is significantly more stringent than similar regulation on the subject matter in the United States, as well as the Cybersecurity Law of the PRC, which became effective in June 2017 and is subject to uncertainties as to the interpretation and application of the law.

        Any failure, or perceived failure, by us to maintain the security of our user data or to comply with privacy or data security laws, regulations, policies, legal obligations, or industry standards, may result in governmental enforcement actions and investigations (including fines and penalties, or enforcement orders requiring us to cease operating in a certain way), litigation or adverse publicity. This may expose us to potential liability and may require us to expend significant resources in responding to and defending allegations and claims. Moreover, claims or allegations that we have violated laws and regulations relating to privacy and data security, or have failed to adequately protect data, may result in damage to our reputation and a loss of confidence in us by our athletes, fans or our partners, and could have a material

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adverse effect on our business, results of operations, financial condition or prospects. If the third parties we work with violate applicable laws or contractual obligations or suffer a security breach, such circumstances also may put us in breach of our obligations under privacy laws and regulations and could in turn have a material adverse effect on our business, results of operations, financial condition or prospects.

We could be adversely affected by assertions or allegations, even if untrue, that we infringed or violated intellectual property rights of third parties.

        Third parties may in the future assert that we have infringed, misappropriated or otherwise violated their copyright or other intellectual property rights, and as we face increasing competition, the possibility of intellectual property rights claims against us grows. Third parties may take action against us if they believe that certain content available on our platform violates their copyright or other intellectual property rights. We have entered into certain agreements with other intellectual property owners to protect our rights and those of third parties. For example, we have a license agreement with Marvel Entertainment Group Inc., or Marvel, that prevents us from using and exploiting our IRONMAN brand in ways that would suggest an association or connection between us and Marvel's protected "IRON MAN" trademark and related products (such as comic books, toy figures, posters and t-shirts). This agreement also requires us to pay royalties to Marvel for the use of the IRONMAN brand. We may be adversely affected to the extent we are alleged to have infringed on the rights, contractual or otherwise, of third parties, including in our pursuit of new revenue-generating opportunities relating to our brands.

        We may also face contractual liability to our licensees in connection with a failure to adequately protect the trademark and other rights granted under licenses, which could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

Demand for our content would be adversely affected by unauthorized distribution of that content.

        To the extent that live sports events are made available on the internet by pirates or other unauthorized re-broadcasters and these are illegally streamed, demand for our products and services could decline and we could lose the benefit of any associated revenue, which could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

We depend upon our strong brands and, therefore, could be adversely affected by any failure to maintain, protect and enhance those brands.

        Strong brands and brand recognition are key to our increasing the number of strategic relationships and the level of engagement of our athletes, and, in general, enhancing our attractiveness to various stakeholders in the sports ecosystem, such as rights owners, brands, advertisers, fans and athletes. Since we operate in highly competitive markets, brand maintenance and enhancement, in addition to providing consistent, high quality customer experiences, are key to and directly affect our ability to maintain our market position. We rely on brands, including our event brands such as IRONMAN, IRONMAN 70.3, Rock 'n' Roll Marathon Series and Cape Epic, as well as on our business brands such as Infront, to maintain our market leadership in various areas. Maintaining and enhancing our brands depends largely on our ability to continue to deliver comprehensive, high-quality content and service offerings, which may not always be successful. Our branding efforts may not be successful and not receive anticipated results, and we may incur significant branding costs along the way. In addition, these activities may not be successful or we may be unable to achieve the brand promotion effect we expect. If we do not successfully maintain our brands, our reputation and business prospects could be harmed.

        Our brands may be impaired by a number of factors, including any failure to keep pace with technological advances, a decline in the quality or breadth of our offerings (including live sports events organization), any failure to protect our intellectual property rights, or alleged violations by us of law and regulations or public policy. In particular, the value of our brands could be impacted to the extent the use of a brand becomes genericized or synonymous with the sport itself, such as all triathlons, or all

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long-distance triathlons, being referred to as "Ironmans." Such developments might adversely impact our ability to control the use of our brands in certain jurisdictions, and our efforts to protect our intellectual property rights, including steps we take to prevent brands from becoming genericized, may prove inadequate. Additionally, if our partners fail to maintain high standards, our business brands, Infront in particular, could be adversely affected. Such factors could be the direct result of negative media coverage. See "—We could be adversely affected by negative media coverage of illegal or unethical conduct of participants in the sports ecosystem or of other negative developments affecting individual sports or individual events."

        Our brands and our business may also be harmed by aggressive marketing and communications strategies of our competitors, as well as by a decline in confidence in our industry and its participants as a result of one or more such participants facing financial difficulties. Any negative, inaccurate, false or malicious publicity relating to our company, our products and services, or our industry, regardless of its veracity, could harm our reputation and brands and materially deter our partners, athletes and fans from seeking our services or participating in or attending our sports events.

We have a limited history operating as an integrated business and our business and prospects would be adversely affected were we to fail to properly integrate our operations and processes.

        Our structure has changed significantly in anticipation of this offering, and we have a limited history of operating under our new configuration as an integrated business. See also "Business—Our History." Prior to the implementation of the significant changes to our structure, which included a corporate reorganization and the establishment of the VIE structure for our operating entities in China, our constituent business units operated relatively independently of one another as part of a privately owned group, with their own management, financial reporting and internal control and compliance structures. In addition, there were certain areas in which our business units were in direct competition with one another. We are now working toward operating as a more integrated group, under new senior group management and with new reporting lines at the group level. In addition, we now present financial statements on a consolidated basis, and although we are not currently planning to integrate our legacy information systems, we have harmonized our management reporting processes. Were we to fail to make the transition to an integrated public company timely and effectively, whether in terms of coordinated operations, effective internal reporting and controls, or otherwise, it could have a material adverse effect on our business or prospects.

We could be adversely affected by negative media coverage of illegal or unethical conduct of participants in the sports ecosystem or of other negative developments affecting individual sports or individual events.

        We could be subject to, or otherwise affected by, negative publicity about us or our business, shareholders, affiliates, directors, officers or other employees, as well as our partners, including rights owners, governing bodies that oversee sports or athletes in sports with which we are involved. or more broadly, host cities, our competitors or others who share any of our various business models, or other participants in the sports ecosystem. For example,

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Accidents or other situations involving serious harm or even death to one or more athletes or spectators could lead to negative publicity about us or our events. The increasing popularity of mass participation sports events also means an increasing number of inexperienced participants who may be more prone to injury or heart attacks, which can be fatal.

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Negative publicity could be prompted by actual or alleged criminal activities, such as money laundering, tax evasion or bribery, or other misconduct affecting one or more sports. Corruption in sports, including use by athletes of performance- and image-enhancing drugs and fraudulent medical procedures to avoid detection, match-fixing and host-rights corruption, has been a feature of the sports landscape over time. In 2015, for example, U.S. federal prosecutors alleged the use of bribery, fraud and money laundering in connection with the award of media and marketing rights

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for high-profile international competitions, including the Americas' FIFA World Cup™ qualifying tournaments, and showpiece tournaments, such as the CONCACAF Gold Cup and Copa América. By the end of 2015, according to the U.S. Department of Justice, charges had been brought against 41 individuals and entities, including at the time 12 individuals and two sports marketing companies that had already been convicted. Other regulators launched investigations, including criminal proceedings brought by the Office of the Attorney General of Switzerland, or OAG. In December 2017, two high-ranking football officials were convicted of racketeering conspiracy and related crimes arising from acceptance of bribes in exchange for media and marketing rights to various football tournaments. In 2018, there were press reports that U.S. federal prosecutors had issued grand jury subpoenas in what was described as a broad investigation of international sports corruption. In 2016, it was reported that the OAG had launched investigations of bribery in connection with the award of the 2006 FIFA World Cup™ to Germany, as part of a broader probe of FIFA, which also involved allegations against the founder and former chairman of Infront, the late Robert Louis-Dreyfus.

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From time to time reports have appeared in the press citing rumors of conflicts of interest or nepotism involving a member of our senior management and his relationship with FIFA and, in particular, its former president.

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The then President of Infront Italy (a subsidiary of Infront) and two of his associates, including the then Managing Director and a former manager of Infront Italy, were the subjects of an investigation in 2015 by the office of the Milan prosecutor in connection with allegations of improper conduct in the sale of Serie A television rights for 2015-2018, including collusion in the tendering/bid process, money laundering, obstructing the investigation and criminal conspiracy. The investigation was accompanied by searches of Infront Italy's office premises. The engagements of the President and the Managing Director were subsequently terminated by mutual agreement. While the investigations were dropped, an antitrust proceeding against various parties, including Infront Italy, is ongoing.

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Athletes have been accused of using performance-enhancing drugs and fraudulent medical procedures, which has impacted individual sports, such as cycling, or broader events, such as allegations against Russian athletes at the London 2012 Summer Olympic Games.

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Recent press reports note that the increasing popularity of marathon running in China has been marred by complaints and scandals, including reports of large-scale cheating at the Shenzhen half-marathon in November 2018.

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On May 24, 2019, Infront announced via press release, or the Infront Announcement, that it had discovered fraudulent activities relating to perimeter board advertising for football matches in Germany governed by the DFB that are presumed to have been committed by one of its former senior employees. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting—Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud." The Infront Announcement also mentions that gifts, at Infront's cost, were provided by the former employee to employees of at least one of Infront's clients that exceeded reasonable and customary values. The former employee has made certain formal allegations involving certain senior Infront employees as to their involvement in the fraudulent activities, which we believe, based on Infront's ongoing internal investigations, are without merit. The former employee may, in the future, continue to make these, or other, allegations.

        The impact of negative publicity can be exacerbated by the increasing popularity of instant messaging applications and social media platforms, which provide individuals with access to a broad audience of users and other interested persons. The availability of information through these applications and platforms is virtually immediate as is its impact, without affording us an opportunity for redress or correction. The

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opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available.

        Negative publicity of the types described above, even in circumstances where the connection with us is remote, could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

We rely on the skills, experience and relationships of our senior management team and other key personnel, the loss of which could adversely affect us.

        We believe that our future success depends significantly on our continuing ability to attract, develop, motivate and retain our senior management and a sufficient number of international sports and media specialists and other experienced and skilled employees. We benefit from the track record of our senior management team, including Philippe Blatter and Andrew Messick, in building strategic personal relationships with key stakeholders throughout the sports ecosystem and successfully growing our operations through acquisitions and strategic partnerships. Our senior management team works closely with seasoned international sports and media specialists who offer deep execution and operational experience combined with their relationships with various stakeholders. Our combined team offers deep industry experience throughout the sports ecosystem, as well as in-depth knowledge of the Chinese sports market.

        Qualified individuals are in high demand, particularly in the sports ecosystem, and we may have to incur significant costs to attract and retain them. The loss of any member of the senior management team or such specialists could be highly disruptive and adversely affect our business operations in respect of a particular stakeholder or more broadly impact our future growth. Moreover, if any of these individuals joins a competitor or undertakes a competing business, we may lose crucial business secrets, personal relationships, technological know-how and other valuable resources, notwithstanding our contractual arrangements designed to mitigate this loss.

We are subject to a range of laws, including anti-corruption, anti-money laundering and sanctions laws and regulations, and business conduct rules, across a number of jurisdictions and could be adversely affected by failures to be fully compliant.

        As of December 31, 2018, we operated across five continents and 23 countries, with that number varying in large part due to the location of events in which we are involved. The global nature of our business requires us to comply with a wide variety of laws and regulations in each of the jurisdictions in which we operate. Such laws and regulations vary significantly from jurisdiction to jurisdiction. If we fail to comply with the laws and regulations of a particular jurisdiction, we may be prohibited from promoting and conducting our sports events in that jurisdiction or suffer other adverse consequences. The inability to present sports events over an extended period of time or in a number of jurisdictions could lead to a decline in the revenue streams generated from such events. In addition, our rights-out activities and the marketability of our sports portfolio can be adversely affected by laws and regulations in certain jurisdictions that restrict the advertising of specified products and services, including betting, alcohol, tobacco and over-the-counter pharmaceutical products. In China in particular, governmental authorities promulgate and enforce laws and regulations that cover many aspects of our operations, including the organization of events, the scope of permitted business activities, licenses and permits for various activities and foreign investments. Operators in China are required to obtain various government approvals, licenses and permits to operate. If we fail to obtain and maintain approvals, licenses or permits required for our business, we could be subject to liabilities, penalties and operational disruption and our business could be materially adversely affected. Such failures in China could adversely affect our ability to grow our business in China.

        We also are subject to anti-corruption, anti-money laundering and sanctions laws and regulations, and business conduct rules, such as the U.S. Foreign Corrupt Practices Act of 1977, the United Kingdom

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Bribery Act of 2010, the PRC Anti-Unfair Competition Law of 2017 and the Provisional Regulations on Anti-Commercial Bribery of 1996, as well as economic sanctions programs, including those administered by the United Nations, the European Union and the Office of Foreign Assets Control in the United States. In Switzerland, we are subject to international economic sanctions implemented through domestic legislation. While we seek to apply a strong culture of compliance and control, our policies and procedures may not be followed at all times or effectively detect and prevent violations of the applicable laws by one or more of our employees, consultants, agents or partners. In addition, some of the countries in which we operate lack a legal system as developed as other locations in which we operate and are perceived to have high levels of corruption. Our continued geographical diversification, including in some emerging markets, development of joint venture relationships and our employment of local agents in the countries in which we operate increase the risk of violations of anti-corruption laws, sanctions or similar laws. Violations of anti-corruption and economic sanctions laws and regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. In addition, any major violations could have a significant impact on our reputation and consequently on our ability to win future business and maintain long-term commercial relationships with our partners.

Misconduct and errors by our employees, seasonal workers, volunteers or outsourced personnel could harm our business and reputation.

        We are exposed to a range of operational risks, including the risk of misconduct and errors by our employees, seasonal workers, volunteers or outsourced personnel. We could be materially adversely affected if personal and business information were disclosed to unintended recipients. Also, we could be materially adversely affected if our employees, seasonal workers, volunteers or outsourced personnel were to abscond with our proprietary data, use our know-how to compete with us or carry out their duties in an inappropriate or fraudulent manner. For example, following the discovery of the fraudulent activities set out in the Infront Announcement presumed to have been committed by one of Infront's former senior employees, Infront has taken various external actions, including alerting affected clients and offering compensation. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting—Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud." In addition, considering the manner in which we store and use certain personal information, it is not always possible to identify and deter misconduct or errors by employees, seasonal workers, volunteers or outsourced personnel, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or prevent corruption by our employees (see also "—We are subject to a range of laws, including anti-corruption, anti-money laundering and sanctions laws and regulations, and business conduct rules, across a number of jurisdictions and could be adversely affected by failures to be fully compliant"). Any of these occurrences could result in our diminished ability to operate our business, reputational damage, regulatory intervention and financial harm, which could negatively impact our reputation, business, financial condition, results of operations or prospects.

Our current insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

        We believe we maintain insurance coverage that is customary for businesses of our size and type. However, we may be unable to insure against certain types of losses or claims, or the cost of such insurance may be prohibitive. Uninsured losses or claims, if they occur, could have a material adverse effect on our reputation, business, results of operations, financial condition or prospects.

        Our mass participation sports events are physically demanding. The physical nature of our events exposes our athletes to the risk of serious injury or death. Liability to us resulting from any death or serious injury sustained by one of our athletes while racing, or by spectators or passersby watching or being in

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proximity to our races, regardless of whether or not covered by our insurance, could have a material adverse effect on our business, results of operations, financial condition or prospects.

Changes and uncertainties in the tax regimes in the countries in which we operate could reduce net returns to our shareholders.

        Our tax position could be adversely impacted by changes in tax rates, tax laws, tax practices, tax treaties or tax regulations or changes in the interpretation thereof by the tax authorities in the jurisdictions in which we operate, as well as being affected by certain changes currently proposed by the Organization for Economic Co-operation and Development and its action plan on Base Erosion and Profit Shifting. Such changes may become more likely as a result of recent economic trends in the jurisdictions in which we operate, particularly if such trends continue. See also "—Contractual arrangements in relation to our VIE may be subject to scrutiny by PRC tax authorities and they may determine that we or our VIE owes additional taxes, which could negatively affect our financial condition."

        Our actual effective tax rate may vary from our expectation and that variance may be material. A number of factors may increase our future effective tax rates, including:

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the jurisdictions in which profits are determined to be earned and taxed;

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the resolution of issues arising from any future tax audits with various tax authorities;

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changes in the valuation of our deferred tax assets and liabilities;

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increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;

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changes in the taxation of share-based compensation;

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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and

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challenges to the transfer pricing policies related to our structure.

        A tax authority may disagree with tax positions that we have taken or could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a "permanent establishment" under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions. In addition, a tax authority may take the position that material income tax liabilities, interest and penalties are payable by us. Contesting such an assessment may be lengthy and costly and if we were unsuccessful in disputing the assessment, the implications could increase our anticipated effective tax rate, where applicable.

We are exposed to foreign currency risk.

        We conduct our business in numerous countries and expect to expand our geographic footprint. Because we own assets overseas and derive revenue from our international operations, our exposure to fluctuations in foreign exchange rates relates primarily to our operating activities (when cash flows are denominated in a currency other than euros, resulting in potential transaction exposure risk) and our net investments in subsidiaries with a functional currency other than euros (resulting in potential translation exposure risk). We are also subject to foreign currency fluctuations on our intercompany balances that arise from normal operations and working capital needs, as well as foreign currency fluctuations in cash balances and cash equivalents.

        Our reporting currency is the euro and, as we incur expenditures in other currencies, the movement of any of these currencies against the euro could have a material adverse effect on our revenue, cost of revenue and operating margins and could result in exchange losses. We may, from time to time, hedge a portion of our currency exposures and requirements to try to limit any adverse effect of exchange rate fluctuations, but such hedging may not be successful nor sufficient. See also "Management's Discussion

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and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk—Foreign currency risk."

Our indebtedness could adversely affect our financial health and competitive position.

        As of March 31, 2019, we had total indebtedness (total interest-bearing liabilities) of €1,002.9 million. Our indebtedness increases the risk that we may be unable to generate cash sufficient to pay interest and principal when due. In addition, the level and terms of our indebtedness could:

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increase our vulnerability to general adverse economic and industry conditions;

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require us to dedicate a material portion of our cash flows from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, acquisitions, capital expenditures and other general corporate purposes;

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limit our ability to pay dividends;

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limit our flexibility in planning for, or reacting to, changes in our business and the sports ecosystem; and

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limit our ability to borrow additional funds.

        We may be unable to refinance any of our indebtedness on commercially reasonable terms, or at all. Failure to refinance our indebtedness on terms we believe to be acceptable could have a material adverse effect on our business, financial condition, results of operations and cash flow.

        The agreements evidencing or governing our indebtedness contain, and any agreements evidencing or governing other future indebtedness may contain, certain restrictive covenants that may limit our ability to engage in certain activities that may otherwise be in our best interests, including to pursue growth strategies, for example, to the extent their require the incurrence of additional indebtedness. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness" for descriptions of agreements currently in effect, including various ratio thresholds and covenants as summarized therein. We have not previously breached and are not in breach of any of the covenants under any of these facilities; however our failure to comply with any of those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our indebtedness.

Increases in interest rates could adversely impact us due to our existing debt or in connection with incurrence of debt for acquisitions or other purposes.

        As of March 31, 2019, our total indebtedness (total interest-bearing liabilities) of €1,002.9 million bears interest at floating rates. Interest rate changes could impact the amount of our interest payments, and accordingly, our future earnings and cash flow, assuming other factors are held constant. Such changes may also impact the cost of any refinancing of our debt portfolio or any new incurrence of debt for acquisitions or other purposes. To manage this, we may enter into interest rate swaps. Increased interest rates may increase the risk that the counterparties to our swap agreements will default on their obligations, which could further increase our exposure to interest rate fluctuations. Conversely, if interest rates are lower than our swapped fixed rates, we will be required to pay more for our debt than we would have had we not entered into the swap agreements.

We have granted, and may continue to grant, share incentives, which may result in increased share-based compensation expenses, which could have a material adverse effect on our results of operations.

        We have adopted a Management Equity Incentive Plan, see "Management—Equity Incentive Plans." We believe the granting of share-based awards is of significant importance to our ability to attract and retain key management employees, and we will continue to grant share-based awards in the future. As a result, our expenses associated with share-based compensation will increase for periods following this

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offering and, to the extent we grant further share-based awards, could increase further, which could have a material adverse effect on our results of operations.

Risks Related to Our Relationship with Dalian Wanda Group

Dalian Wanda GCL, our controlling shareholder, has had, and is expected to continue to have, effective control over the outcome of shareholder actions in our company, which may be inconsistent with the interests of other shareholders.

        Upon completion of this offering, Dalian Wanda GCL will continue to be our controlling shareholder, with effective voting power, by reason of beneficially owning 100% of our Class B ordinary shares, representing        % of our total voting power [, assuming the underwriters do not exercise their option to purchase additional shares]. This voting power gives it the power to control certain actions that require shareholder approval under Hong Kong law and our articles of association, including approval of mergers and other business combinations, changes to our articles of association and the number of shares available for issuance. This voting control may cause transactions to occur that might not be beneficial to you as a holder of the ADSs and may prevent transactions that would be beneficial to you. For example, this voting control may prevent a transaction involving a change of control in us, including transactions in which you as a holder of the ADSs might otherwise receive a premium for the ADSs over the then-current market price. In addition, Dalian Wanda GCL is not precluded from causing our direct parent company to sell the controlling interest in us to a third party and may do so without your approval and without providing for a purchase of your ADSs.

Any adverse change, or perceived adverse change, in our relationship with, or any negative developments affecting, Dalian Wanda Group could have an adverse effect on us.

        Wanda Culture is a PRC-based multinational conglomerate. We believe our business has benefited from our association with Dalian Wanda Group, including its brand name and its extensive relationships and resources in China. Over time, we may be unable to continue to benefit from the level of historical cooperation with Dalian Wanda Group. If Dalian Wanda Group were to, or were perceived to, distance itself from us, for example by decreasing its equity stake in us or pursuing activities in China in competition with us, or if there were any other adverse change in Dalian Wanda Group's relationship with us, it could have a material adverse effect on our business, the effectiveness of the further roll-out of our business in China, our results of operations, our financial condition or prospects.

        Adverse developments affecting the Dalian Wanda brand name or reputation, including as a result of negative publicity concerning the Dalian Wanda Group or its chairman, could have an adverse impact on our corporate image or reputation, and have an adverse effect on our marketing efforts. Such developments could involve political or economic events or internal matters within the Dalian Wanda Group, including the departure of its chairman.

        We have the right to use trademarks owned by Dalian Wanda Group, including the Wanda name, in our legal entities and for marketing and brand purposes, under a royalty free license with no expiration date; provided, however, that if Dalian Wanda GCL ceases to own, directly or indirectly, a majority of the total voting power of our ordinary shares, the license will terminate. If this were to occur, we would lose our right to use the relevant marks under the agreement, which could have an adverse impact on the effectiveness of our marketing efforts and brands. We also benefit from a support services arrangement, the termination of which would require us to incur costs to replicate the covered services. See "Related Party Transactions—Cooperation Agreement with Dalian Wanda Group."

We may be adversely impacted by conflicts of interest with Dalian Wanda Group.

        Conflicts of interest may arise between Dalian Wanda Group and us and, because of Dalian Wanda Group's controlling ownership interest in us, we may be unable to resolve such conflicts on terms favorable to us, which could have a material adverse effect on our business, results of operations, financial condition

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or prospects. For example, there may be business opportunities in the future that both we and Dalian Wanda Group are interested in which it decides it wishes to pursue on its own, or we may be limited in our ability to do business with companies viewed by Dalian Wanda Group as competitors. Certain of our directors are also employees of Dalian Wanda Group, which could create, or appear to create, conflicts of interest if and when these directors are faced with decisions with potentially different implications for Dalian Wanda Group and us.

Risks Related to Our Corporate Structure

We are a holding company and our sole material asset after completion of this offering will be our equity interest in our subsidiaries. Accordingly, we will depend on distributions from our subsidiaries to pay dividends and cover our corporate and other expenses.

        We are a holding company and will have no material assets other than our equity interest in our subsidiaries. Because we will have no independent means of generating revenue, our ability to pay dividends, if any, and cover our corporate and other expenses is dependent on the ability of our subsidiaries to generate revenue to pay such dividends and expenses and then distribute them up to us. The ability of our subsidiaries to make any distributions will be subject, among others, to restrictions in our exiting or future credit facilities or other debt instruments and applicable law and regulations, which could impose withholding taxes on internal distributions. Our existing credit facilities, for example, significantly restrict our ability to pay dividends. To the extent that we need funds and our subsidiaries are restricted from making such distributions or payments under the terms of any financing arrangements or under applicable law or regulation, or otherwise are unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Risks Related to our Operations in China

        While the revenue we derive from our operations in China is relatively low, we expect our operations in China to grow, which presents the following additional risks.

Risks Related to our VIE Arrangements

If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with applicable PRC regulations, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Certain business sectors in the PRC are restricted from foreign investment under the Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2018 Version) promulgated by MOFCOM and NDRC in 2018, which replaced the prior Guidance Catalog of Industries for Foreign Investment. Our VIE and its subsidiaries are involved in the production and distribution of radio and television programs in China, which is restricted from foreign investment. Due to such foreign investment restrictions in the PRC and other regulatory considerations, we acquired control over, and consolidate the operating results of, WSC through a VIE structure. Our indirectly wholly-owned PRC subsidiary (Infront China), has entered into a series of contractual arrangements with our VIE and its shareholders, which enable us to exercise effective control over our VIE, receive substantially all of the economic benefits of our VIE and have an exclusive option to purchase all or part of the equity interests in our VIE. These contractual arrangements are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect. As a result of these contractual arrangements, we have control over, and are the primary beneficiary of, our VIE and, hence, consolidate its and its subsidiaries' operating results in our consolidated financial statements.

        If the PRC government finds that our contractual arrangements do not comply with its applicable restrictions, including restrictions on foreign investment, or if the PRC government otherwise finds that we, our VIE or our or its respective subsidiaries are in violation of PRC laws or regulations or lack the

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necessary permits or licenses to operate certain business in China, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations or failures, including:

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revoking the business licenses and/or operating licenses of such entities;

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discontinuing or placing restrictions or onerous conditions on our operation through any transactions between our PRC subsidiary and our VIE;

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imposing fines, confiscating the income from our PRC subsidiary or our VIE, or imposing other requirements with which we or our VIE may not be able to comply;

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requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with our VIE and terminating the equity pledges of our VIE's shareholders, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over, our VIE; or

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restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.

        Any of these events could cause disruption to our business operations in China and damage our reputation, which could in turn have a material adverse effect on our business, results of operations, financial condition or prospects. If occurrences of any of these events results in our inability to direct the activities of our VIE that most significantly impact it or its subsidiaries' economic performance and/or our failure to receive the economic benefits of our VIE and its subsidiaries, we may not be able to consolidate their operating results in our consolidated financial statements.

We are subject to Chinese foreign exchange controls that could limit our access to cash from our operations in China.

        The PRC government imposes foreign exchange controls on the convertibility of the Chinese yuan and, in certain cases, the remittance of currency out of China. Under our current corporate structure, our Hong Kong holding company primarily relies on dividend payments from our subsidiaries, including our PRC subsidiary (Infront China) to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of State Administration of Foreign Exchange by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of State Administration of Foreign Exchange, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Chinese yuan is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain State Administration of Foreign Exchange approval or registration to use cash generated from the operations of our PRC subsidiary and our VIE to pay off their respective debt in a currency other than the Chinese yuan owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than the Chinese yuan. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.

Substantial uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law, and it may have a potential impact on the viability of our current corporate structure, corporate governance and business operations.

        The Foreign Investment Law, or the FIL, formally adopted by the 2^nd session of the thirteenth National People's Congress of China on March 15, 2019, will become effective on January 1, 2020, which will replace the Law on Sino-Foreign Equity Joint Ventures, the Law on Sino-Foreign Contractual Joint Ventures and the Law on Foreign-Capital Enterprises to become the legal foundation for foreign investment in China.

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        Conducting operations through contractual arrangements has been adopted by many PRC-based companies, including us, to obtain and maintain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions or prohibitions in China. The FIL stipulates three forms of foreign investment. However, the FIL does not explicitly stipulate the contractual arrangements as a form of foreign investment. The FIL will become effective on January 1, 2020, and if any other laws, regulations and rules do not incorporate contractual arrangements as a form of foreign investment, our contractual arrangements with our consolidated affiliated entities, as a whole and each of the agreements comprising such contractual arrangements, will not be affected.

        Notwithstanding the above, the FIL stipulates that foreign investment includes "foreign investors invest in China through any other methods under laws, administrative regulations, or provisions prescribed by the State Council." Therefore, there are possibilities that future laws, administrative regulations or provisions of the State Council may stipulate contractual arrangements as a way of foreign investment, and substantial uncertainties exist with respect to whether our contractual arrangements will be recognized as foreign investment, whether our contractual arrangements will be deemed to be in violation of the access requirements for foreign investment and how our contractual arrangements will be treated. There are possibilities that we may be required to unwind the contractual arrangements and/or dispose of our consolidated affiliated entities, which could have a material and adverse impact on our business, financial condition and result of operations.

We rely on contractual arrangements with our VIE and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control.

        While the revenue contribution of our operations in China is relatively small, we expect to grow our presence in China and hence our revenue from China over time. We will rely on contractual arrangements with our VIE, its shareholders and its subsidiaries to operate our business in China. These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE. For example, our VIE and its shareholders could breach their contractual arrangements with us by, among others, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests.

        If we had direct ownership of our VIE, we would be able to exercise our rights as a shareholder to effect changes in its board of directors, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under the current contractual arrangements, we rely on the performance by our VIE and its shareholders of their respective obligations under the contracts to exercise control over our VIE. The shareholders of our VIE may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate a certain portion of our business through the contractual arrangements with our VIE and its shareholders. If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation or other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our VIE or its shareholders to perform their respective obligations under our contractual arrangements with them would have a material adverse effect on our business in China." Therefore, our contractual arrangements with our VIE and its shareholders may not be as effective in controlling our business operations as direct ownership.

Any failure by our VIE or its shareholders to perform their respective obligations under our contractual arrangements with them would have a material adverse effect on our business in China.

        If our VIE or its shareholders fail to perform their respective obligations under their contractual arrangements with us that give us effective control over our business operations in China, we could be limited in our ability to enforce such contractual arrangements and we may have to incur substantial costs and expend additional resources to enforce such contractual arrangements. We may also have to rely on

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legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which may not be effective under PRC law. In addition, if any third parties claim any interest in such shareholders' equity interests in our VIE, our ability to exercise shareholders' rights or foreclose the share pledges pursuant to the contractual arrangements may be impaired. If these or other disputes between the shareholders of our VIE and third parties were to impair our control over our VIE, we may not be able to maintain effective control over our business operations in the PRC and thus would not be able to continue to consolidate our VIE's financial results, which in turn could adversely affect our efforts in China and could have a material adverse effect on our results of operations.

Contractual arrangements in relation to our VIE may be subject to scrutiny by PRC tax authorities and they may determine that we or our VIE owes additional taxes, which could negatively affect our financial condition.

        Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by PRC tax authorities within ten years after the taxable year when the transactions were conducted. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between us and our VIE were not entered into on an arm's-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust the income of our VIE in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among others, result in a reduction of expense deductions recorded by our VIE for PRC tax purposes, which could in turn increase its tax liabilities without reducing our PRC subsidiary's tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on our VIE for the adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially adversely affected if our VIE's tax liabilities increase or if it is required to pay late payment fees and other penalties.

The shareholders of our VIE may have actual or potential conflicts of interest with us, which may materially adversely affect our business and financial condition.

        The shareholders of our VIE may have actual or potential conflicts of interest with us. These shareholders may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIE, which could have a material and adverse effect on our ability to effectively control our VIE and receive economic benefits from them. For example, the shareholders may be able to cause our agreements with our VIE to be performed in a manner adverse to us by, among others, failing to remit payments due under the contractual arrangements to us on a timely basis. If conflicts of interest arise, any or all of these shareholders may not act in our best interests and/or such conflicts may not be resolved in our favor.

Risks Related to PRC Regulatory Issues

Uncertainties with respect to the PRC legal system could adversely affect us.

        The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

        In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and judicial authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and

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the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

        Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

Government control of currency conversion may limit our ability to use our operating revenue effectively and affect the value of your investment.

        The PRC government imposes controls on the convertibility of the Chinese yuan into foreign currencies and, in certain cases, the remittance of currency out of China. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration on Foreign Exchange, or SAFE, by complying with certain procedural requirements. Our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by the beneficial owners of our company who are PRC residents. Approval from, or registration with, appropriate government authorities is required when the Chinese yuan is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

        Because of substantial capital outflows from China in 2016 due to the weakening of the Chinese yuan relative to other currencies, the PRC government imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement. More restrictions and substantial vetting processes have been put in place by SAFE to regulate cross-border transactions falling under the capital account. The PRC government may at its discretion further restrict access to foreign currencies in the future for current account transactions. If the foreign exchange control system prevents us from converting the Chinese yuan into foreign currency and remitting the funds out of China, our ability to pay dividends in foreign currencies to our shareholders, including holders of our ADSs, attributable to our operations in China will be adversely affected.

We do not intend to obtain the approval of the China Securities Regulatory Commission, or CSRC, for this offering under PRC regulations, although such approval may be required.

        Under the Regulation on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Regulation, which was first adopted in 2006 by six regulatory agencies in the PRC and was amended in 2009 by the PRC Ministry of Commerce, or MOFCOM, the listing of a special purpose company established outside of mainland China must be approved by the CSRC. A special purpose company is a company that is controlled by PRC domestic companies or individuals and formed outside of mainland China for purpose of securities listing overseas after acquiring PRC domestic companies or assets from those PRC domestic companies or individuals. Uncertainty remains regarding the definition of a special purpose company and the applicability of the M&A Regulation to the overseas listing of such company. In addition, there is uncertainty as to whether the PRC State Council's Notice to Strengthen Administration of Overseas Securities Issuance and Listing issued in 1997, or the Overseas Listing Notice, would apply to this offering and require this offering to be approved by the CSRC.

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        While the scope and application of the M&A Regulation and the Overseas Listing Notice are unclear, we believe, based on the advice of our PRC legal counsel, Jingtian & Gongcheng, that the CSRC's approval is not required for this offering and the listing of our ADSs. Our PRC subsidiary was established as a foreign-invested enterprise by a subsidiary of Infront through foreign direct investments rather than by acquisition of a PRC domestic company as contemplated under the M&A Regulation. There is no PRC law that classifies contractual arrangements such as the VIE arrangement between our PRC subsidiary and our VIE and its shareholders as being subject to the M&A Regulation or the Overseas Listing Notice. However, the relevant PRC regulatory agencies, including CSRC and MOFCOM, may not reach the same conclusion as our PRC legal counsel. If the CSRC, MOFCOM or another PRC regulatory agency determines that we need to obtain the CSRC's approval for this offering or if the CSRC, MOFCOM or another PRC regulatory agency promulgates any interpretation or implements rules before our listing that would require us to obtain approval of the CSRC or another PRC regulatory approval for this offering, we may face investigations or other actions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit the scope of our operations in China, delay or restrict repatriation of the proceeds from this offering into the PRC or take other actions that could materially adversely affect our business in China, as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of, and prior to, settlement and delivery of the ADSs offered by this prospectus, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties and/or negative publicity regarding our failure to obtain such approval could materially adversely affect the trading price of the ADSs.

PRC regulations relating to foreign exchange registration and outbound investment approval of overseas investment by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiary to liability or penalties, limit our ability to inject capital into this subsidiary, limit our PRC subsidiary's ability to increase its registered capital or distribute profits to us, limit our ability to make distributions to you, or may otherwise adversely affect us.

        Under regulations promulgated by SAFE, including the Circular on Relevant Issues Relating to Domestic Resident's Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, and its appendices, PRC residents are required to register with qualified banks in connection with their direct establishment or indirect control of an offshore entity, established for the purpose of raising overseas financing based on such PRC residents' assets or equity interests in PRC domestic enterprises or offshore assets or interests, which is referred to in SAFE Circular 37 as a "special purpose company." These regulations also require amendment to the registration in the event of any significant changes with respect to the special purpose company, such as an increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material events. In the event that a PRC resident holding interests in a special purpose company fails to complete the required SAFE registration, the PRC subsidiary of that special purpose company may be prohibited from making profit distributions and from carrying out subsequent cross-border foreign exchange activities, and the special purpose company may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the requirements described above may result in liability under PRC law for evasion of foreign exchange controls.

        We may not at all times be fully aware or informed of the identities of all our shareholders or beneficial owners that are required to make such registrations, and we may not always be able to compel them to comply with all relevant foreign exchange regulations. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents will at all times comply with, or in the future make or obtain any applicable registrations or approvals required by all relevant foreign exchange regulations. The failure or inability of such individuals to comply with the registration requirements set

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forth in these regulations may subject us to fines or legal sanctions, restrictions on our cross-border investment activities in China or our PRC subsidiary's ability to distribute dividends to, or obtain investments or loans from, our company, or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially adversely affected.

        In August 2014, MOFCOM promulgated the Measures for the Administration of Overseas Investment, and the National Development and Reform Committee, or NDRC, promulgated the Administrative Measures for the Approval and Filing of Overseas Investment Projects. In December 2017, NDRC further promulgated the Administrative Measures of Overseas Investment of Enterprises. Pursuant to these regulations, any outbound investment of PRC enterprises is required to be registered with NDRC and MOFCOM or their local branches. These regulations also require amendment to the registration in the event of certain significant changes to the investment. Wanda Culture completed those registrations, as well as the foreign exchange registration in connection with its acquisitions of Infront and WEH, in 2015. In a restructuring of the shareholding in one of our shareholders (Infront International Holdings AG) in 2017, Wanda Sports Industry (Guangzhou) Co., Ltd., a newly established company in the PRC, was inserted into the ownership chain above Infront International Holdings AG and became its direct shareholder. See "Corporate History and Structure—Corporate Structure." It is uncertain whether such restructuring of shareholding needs to be registered with NDRC and MOFCOM or their local branches. We understand that neither Wanda Culture nor Wanda Sports Industry (Guangzhou) Co., Ltd. has made such registration, which may adversely affect the ability of Wanda Sports Industry (Guangzhou) Co., Ltd. to exchange the proceeds of any dividend it may receive from Infront International Holdings AG into Chinese yuan and bring them into China, which may in turn affect our dividend distributions.

        As these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation have been evolving, it is uncertain how these regulations, and any future regulations concerning outbound investments by PRC companies will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends to our shareholders and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations and our ability to make distributions to you.

        Finally, due to the complexity and constantly changing nature of the foreign exchange and outbound investment related regulations as well as the uncertainties involved, we cannot assure you that we and our controlling shareholder have complied or will be able to comply with all such applicable regulations. This may adversely affect our ability to make distributions to you.

Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

        In 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations when our company becomes an overseas-listed company upon the completion of this offering. Failure to complete SAFE registrations may subject them to fines of up to RMB 300,000 for entities and up to RMB 50,000 for individuals, and legal sanctions and may also limit our

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ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries' ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.

        Under the modified PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of the PRC with "de facto management bodies" located in the PRC may be considered a PRC tax resident enterprise for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. "De facto management body" refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The State Administration of Taxation, or SAT, issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore-incorporated enterprise is located in the PRC. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of the PRC is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body."

        If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we could be required to withhold 10% withholding on dividends we pay to our shareholders that are non-PRC resident enterprises. In addition, non-resident enterprise shareholders could be subject to PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders and any gain realized on the transfer of ordinary shares by such shareholders could be subject to PRC tax at a rate of 20%. It is unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their respective countries of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        In 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, with retroactive effect from January 1, 2008. Pursuant to SAT Circular 698, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that has an effective tax rate less than 12.5% or does not tax foreign income of its residents, such non-resident enterprise, being the transferor, must report to the competent tax authority of the PRC resident enterprise this Indirect Transfer.

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        In 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends SAT's tax jurisdiction to not only Indirect Transfers set forth under SAT Circular 698 but also transactions involving transfers of other taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clearer criteria than SAT Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

        In 2017, the SAT released Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Public Notice 37, effect from December 1, 2017. SAT Public Notice 37 replaced a series of important circulars, including SAT Circular 698, and revised the rules governing the administration of withholding tax on China-source income derived by the non-resident enterprise.

        We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as the transaction through which we acquired Infront. We may be subject to a filing obligation or taxes if we are deemed a transferor in such transactions, and may be subject to withholding obligations if we are deemed a transferor in such transactions. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiary may be required to expend time and effort to comply with these regulations, which may increase our operating expenses.

Risks Related to being a Public Company

Our management team has limited experience managing a public company.

        Most members of our management team have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the complex and ever-changing laws, rules, regulations and pronouncements pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

We could be adversely affected if satisfactory progress is not made in discussions between the SEC and the Public Company Accounting Oversight Board, or PCAOB, on the one hand, and Chinese regulators, on the other, regarding improved access to information and audit inspections of accounting firms, including our auditors, by the SEC and PCAOB.

        In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, against the Chinese affiliates of the "big four" accounting firms (including our auditors). The Rule 102(e) proceedings initiated by the SEC relate to these firms' inability to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act, as the auditors located in China are not in a position to lawfully produce documents directly to the SEC because of restrictions

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under PRC law and specific directives issued by the China Securities Regulatory Commission, or CSRC. The issues raised by the proceedings are not specific to our auditors or to us, but affect all audit firms based in China and all companies listed in the United States with significant operations in China.

        In January 2014, the administrative judge reached an initial decision that the Chinese affiliates of the "big four" accounting firms should be barred from practicing before the SEC for six months. Thereafter, the accounting firms filed a petition for review of the initial decision, prompting the SEC Commissioners to review the initial decision, determine whether there had been any violation and, if so, determine the appropriate remedy to be placed on these audit firms. In February 2015, these Chinese affiliates each agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC and audit US-listed companies. The settlement requires the firms to follow detailed procedures and to seek to provide the SEC with access to the Chinese firms' audit documents via the CSRC. If future document productions fail to meet the specified criteria, the SEC retains the authority to impose a variety of additional measures (for example, imposing penalties such as suspensions, restarting the administrative proceedings).

        In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, companies listed in the United States with significant operations in China may find it difficult or impossible to retain auditors in respect of their operations in China, which could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and could result in delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding companies listed in the United States with significant operations in China and the market price of our ADSs may be adversely affected.

        In December 2018, the SEC and the PCAOB issued a joint statement on regulatory access to audit and other information internationally that cites the ongoing challenges faced by them in overseeing the financial reporting of companies listed in the United States with operations in China, the absence of satisfactory progress in discussions on these issues with Chinese authorities and the potential for remedial action if significant information barriers persist. If our independent registered public accounting firm was denied, whether temporarily or otherwise, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined to not be in compliance with the requirements of the Exchange Act.

        As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China's, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of Congress that would require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements for such issuers and, beginning in 2025, the delisting from national securities exchanges such as NASDAQ of issuers included for three consecutive years on the SEC's list. Enactment of this legislation or other efforts to increase US regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of our ADSs could be adversely affected. It is unclear if this proposed legislation would be enacted.

The requirements of being a public company, including compliance with the reporting requirements and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

        As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and the

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requirements of the NASDAQ Global Market, with which we were not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will increase our costs and expenses. We will, among others, need to:

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institute a more comprehensive compliance function;

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prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

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establish new internal policies, such as those relating to insider trading;

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hire additional financial reporting, internal control and other finance personnel to develop and implement appropriate internal control and reporting procedures; and

•

involve and retain to a greater degree outside counsel and accountants for assistance in relation to the above activities.

        In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.

If we fail to implement and maintain an effective system of internal controls, including through the remediation of any material weaknesses or significant deficiencies that have been or may be identified, we may be unable to report our results of operations accurately, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected.

        As a newly public reporting company upon the completion of this offering, we will need to have developed, established and maintained internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal control over financial reporting when required to do so under Section 404 of the Sarbanes-Oxley Act, beginning with our annual report for the fiscal year ending December 31, 2020. Our management has not completed its assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting, as neither currently is required. However, in connection with the audit of our consolidated financial statements for the years ended, December 31, 2018, 2017 and 2016, we and our independent registered public accounting firm identified a material weakness and two significant deficiencies in our internal control over financial reporting. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting." In addition, following the discovery of the presumably fraudulent activities set out in the Infront Announcement, while Infront's internal investigation is still ongoing and while recognizing that because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements whether unintentional errors or fraud, we and our independent registered public accounting firm have identified a second material weakness in our internal control over financial reporting. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting—Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud." These internal controls ultimately may not prevent future fraudulent activities.

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        During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, we may identify other material weaknesses or significant deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Generally, if we fail to achieve and maintain an effective internal control environment including those identified to date, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We are a "controlled company" within the meaning of the rules of the NASDAQ Global Market and as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

        We are a "controlled company" as defined under the NASDAQ Stock Market Rules because Dalian Wanda GCL beneficially owns more than 50% of our total voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and intend to rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. Even if we cease to be a "controlled company," NASDAQ Stock Market Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country, or would permit for a phase-in period to comply with the NASDAQ Stock Market Rules. Certain corporate governance practices in Hong Kong, which is our home country, differ significantly from the NASDAQ Global Market corporate governance listing standards. We intend to follow Hong Kong corporate governance practices in lieu of the corporate governance requirements of the NASDAQ Global Market, with respect to the composition of our board of directors that we are exempt from due to our "controlled company" status.

        To the extent we choose to follow home country practice in the future, you may be afforded less protection than you otherwise would enjoy under the NASDAQ Global Market corporate governance listing standards applicable to U.S. domestic issuers.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

        Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic reporting companies, including:

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the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q and current reports on Form 8-K;

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the provisions of the Exchange Act regulating the solicitation of proxies for annual and other meetings of shareholders;

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the provisions of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the rules under Regulation FD governing selective disclosure of material nonpublic information.

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        We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases distributed pursuant to the rules of the NASDAQ Global Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic reporting companies. As a result, you may not be afforded the same protections or be provided with the same information that would be made available to you were you investing in a U.S. domestic reporting company.

The obligation to disclose information publicly may put us at a disadvantage relative to competitors that are private companies.

        Upon completion of this offering, we will be a public company and, as such, will be subject to public disclosure obligations, including as part of our reporting obligations to the SEC in periodic reports. This means that we will be providing financial and other information that we would not be required to disclose were we a private company. Many of our competitors are private companies and all our competitors will have access to information we make public, which otherwise would be confidential. These disclosures could give competitors advantages in competing with us. To the extent compliance with our reporting obligations decreases our competitiveness, our public company status could affect our business, prospects and results of operations.

Risks Related to this Offering and our ADSs

An active public trading market for our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

        We have applied to list our ADSs on the NASDAQ Global Market. We have no current intention to seek a listing for our Class A ordinary shares on any stock exchange. Prior to the completion of this offering, there has been no public market for our ADSs or Class A ordinary shares underlying our ADSs, and we cannot assure you that a liquid public market for our ADSs will develop. If an active trading market for our ADSs does not develop following the completion of this offering, the market price and liquidity of our ADSs may be materially adversely affected. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, and the price at which our ADSs trade after the completion of this offering may decline below the initial public offering price. As a result, investors in our ADSs may experience a significant decrease in the value of their ADSs.

The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs is likely to be volatile and could fluctuate widely in response to a variety of factors, many of which are beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations similar to ours that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for specific business reasons, including:

•

variations in our revenue, operating costs and expenses, earnings and cash flow, including due to the cyclicality and seasonality inherent in our results of operations;

•

concerns over actual or perceived competitors;

•

changes in financial estimates by securities analysts;

•

detrimental adverse publicity about us, our shareholders, affiliates, directors, officers or employees, our content, our business model, our services, our industry or one or more sports categories with which we are involved;

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•

announcements of new regulations, rules or policies relevant for our business;

•

additions or departures of key personnel;

•

release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

•

potential litigation or regulatory investigations.

        Any of these factors may result in large and sudden changes in the volume and trading price of our ADSs. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our business, results of operations, financial condition or prospects.

Under our dual-class share structure with different voting rights, Dalian Wanda GCL, our controlling shareholder, will have complete control of the outcome of matters put to a vote of shareholders, which will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and our ADSs may view as beneficial.

        Following completion of this offering, Dalian Wanda GCL will indirectly hold 100% of our Class B ordinary shares, which entitle their holders to four votes per share (compared with one vote per Class A ordinary share), representing        % of our total voting power assuming the underwriters do not exercise their over-allotment option, or        % of our total voting power, if the underwriters exercise their over-allotment option in full. See "Principal [and Selling] Shareholder[s]."

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on a price appreciation of our ADSs for a return on your investment.

        We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends on our ordinary shares in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

        Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Hong Kong law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value after the completion of this offering or even maintain the price at which you purchased our ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

Because our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution, and may experience further dilution if we issue additional shares in the future in connection with future acquisitions, any share incentive or share option plan.

        If you purchase ADSs in this offering, you will pay more for the ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience

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immediate and substantial dilution of approximately US$          per ADS. See "Dilution" for a more complete description of how the value of your investment in our ADSs will be diluted upon the completion of this offering.

        We may seek to raise financing to fund future acquisitions and other growth opportunities. We may, for these and other purposes (such as in connection with share incentive and share option plans), issue additional equity or convertible equity securities, which may cause you to experience further dilution in your percentage ownership.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price and trading volume for our ADSs could decline.

        The trading market for our ADSs will be influenced by research or reports that securities or industry analysts publish about our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline significantly.

We will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and other shareholders may disagree.

        We intend to use the net proceeds of this offering to repay a certain portion of our indebtedness, to fund strategic initiatives and for general corporate purposes. See "Use of Proceeds." Other than the repayment of a certain portion of our indebtedness, which we are required to do under the terms of such indebtedness, we will have significant flexibility and broad discretion in applying the balance of the net proceeds of this offering, and we may not apply these proceeds effectively. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds, and you will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

The sale or availability for sale of substantial amounts of our ADSs could adversely affect their market price.

        Sales of our ADSs, ordinary shares or other equity securities in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline significantly. Upon completion of this offering, we will have            ordinary shares outstanding, including             Class A ordinary shares represented by ADSs[, assuming the underwriters do not exercise their option to purchase additional shares]. All ADSs representing our ordinary shares sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The ordinary shares outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act.

        The sale of a substantial number of ordinary shares by our controlling shareholder or the co-investors in the public market after the lock-up restrictions in the Underwriting Agreement expire, or the perception that these sales may occur, may depress the market price of our ADSs and could impair our ability to raise capital through the sale of additional equity securities. Certain holders of our ordinary shares will have the right to cause us to register under the Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our ADSs to decline significantly.

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Certain judgments obtained against us by our shareholders may not be enforceable.

        We are incorporated in Hong Kong. Most of our directors and many of our executive officers reside outside the United States and a substantial portion of our and their assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the event that you believe that your rights have been infringed under the federal securities laws of the United States or otherwise. Even if you are successful in bringing an action of this kind, the laws of Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of China, see "Enforceability of Civil Liabilities."

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the ordinary shares underlying the ADSs.

        Holders of ADSs do not have the same rights as our registered shareholders. As a holder of the ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which attach to the ordinary shares underlying the ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. If we ask for your instructions, then upon receipt of your voting instructions, the depositary will try to vote the underlying ordinary shares in accordance with these instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise any right to vote with respect to the underlying ordinary shares unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to enable you to withdraw the shares underlying the ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. For the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the ordinary shares underlying the ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. The depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the shares underlying the ADSs are voted and you may have no legal remedy if the shares underlying the ADSs are not voted as you requested.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

        The deposit agreement governing our ADSs provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

        If we or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the City of New York,

50

which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and our ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in our ADSs.

        If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

        Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or our ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

You may be subject to limitations on transfer of your ADSs.

        Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Techniques employed by short sellers may drive down the trading price of our ADSs.

        Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller's interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

        We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains statements that constitute forward-looking statements, including statements concerning our industry, our operations, our anticipated financial performance and financial condition, and our business plans and growth strategy and product development efforts. All statements other than statements of historical facts are forward-looking statements. Forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business." Known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

        You can identify forward-looking statements by words or phrases such as "may," "might," "will," "should," "estimate," "is/are likely to," "potential," "project," "plan," "anticipate," "expect," "intend," "outlook," "believe" and other similar expressions. These forward-looking statements include, but are not limited to, statements about:

•

our goals and strategies;

•

the expected growth in our industry;

•

our expectations regarding our ability to attract rights-in partners and monetize their rights through rights-out arrangements;

•

our future business development, results of operations and financial condition;

•

competition in our industry;

•

our proposed use of proceeds from this offering;

•

general economic and business conditions; and

•

assumptions underlying or related to any of the foregoing.

        We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you are cautioned not to place undue reliance on forward-looking statements, which relate only to events or information as of the date on which the statements are made and involve various risks and uncertainties. Our forward-looking statements do not reflect the potential impact of any future acquisitions or investments we may make.

        This prospectus also contains certain data and information that we obtained from various government and private publications, including the Frost & Sullivan report. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rates projected by market data, or at all.

        Failure of our industry to grow at the projected rates may have a material adverse effect on our business and the market price of our ADSs. In addition, due to the significant changes affecting the sports ecosystem, projections or estimates about our business and financial prospects involve significant risks and uncertainties. If any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

        The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no

52

obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

        We estimate that we will receive net proceeds from this offering of approximately US$             million[, or approximately US$             million if the underwriters exercise their option to purchase additional ADSs in full,] after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$            per ADS, the midpoint of the range shown on the front cover page of this prospectus. [We will not receive any of the proceeds from the sale of the ADSs being sold by the selling shareholders.]

        We intend to use the net proceeds of this offering to repay US$             million principal amount of a loan borrowed under a 364-day term loan facility (and pay related costs), the proceeds of which loan had been used to repay US$350 million (€311.7 million) of the US$400 million (€356.2 million) inter-group promissory note issued as part of the group restructuring. The loan being repaid in part bears interest at 11.5% per annum. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—364-day term loan facility of Wanda Sports Group Company Limited." We expect to use the balance to fund strategic investments and for general corporate purposes. In line with our growth strategies, while we have not identified specific strategic investment opportunities, we may use such proceeds, for example, in connection with opportunities that we believe will help broaden our customer base, expand our service offerings, grow the number of our events or otherwise benefit our business.

        Pending the use of the balance of the net proceeds, we plan to invest that balance in short-term, interest-bearing, debt instruments or demand deposits.

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS, the midpoint of the range shown on the front cover page of this prospectus [and after deducting underwriting discounts and commissions and the estimated offering expenses payable by us], would increase (decrease) our net proceeds from this offering by US$             million (or US$             million if the underwriters exercise their option to purchase additional ADSs in full), assuming the number of Class A ordinary shares offered by us remains the same.

        We may also increase or decrease the number of Class A ordinary shares we are offering in the form of ADSs. An increase (decrease) of        Class A ordinary shares offered by us would increase (decrease) our net proceeds from this offering by US$        million, assuming the public offering price per Class A ordinary share remains the same. The information on net proceeds payable to us discussed above is illustrative only and will adjust based on the actual initial public offering price, the actual number of Class A ordinary shares offered by us in the form of ADSs, and other terms of this offering determined at pricing.

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DIVIDEND POLICY

        We currently have no plan to declare or pay any dividends in the near future on our ordinary shares.

        We are a holding company incorporated in Hong Kong. We rely on dividends from our subsidiaries, principally Infront, for our cash requirements, including any payment of dividends to our shareholders. Our subsidiaries are subject to the laws and regulations applicable to them and their articles of association in declaring and paying dividends to us. PRC regulations may restrict the ability of our PRC subsidiary to pay dividends to us. See "Risk Factors—Risks Related to our Operations in China—Risks Related to Our VIE Arrangements—We are subject to Chinese foreign exchange controls that could limit our access to cash from our operations in China." We currently are subject to restrictions on our ability to pay dividends under our debt instruments.

        Were we able to declare dividends, such dividends could only be paid by us out of our distributable profits (that is, our accumulated realized profits less our accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of our share capital. To the extent profits are distributed as dividends, such portion of profits will not be available to be reinvested in our operations. See "Description of Share Capital." Dividends must be paid in accordance with the procedures and requirements specified in our Articles of Association. When recommending dividends, our directors must act in the general interest of all classes of shareholders and must not favor any one class at the expense of another in accordance with Hong Kong law. The payment and the amount, form and frequency of any future dividends will depend on our results of operations, cash flows, financial condition, statutory, regulatory and contractual restrictions on the payment of dividends by us, future prospects and other factors that our directors may consider relevant.

        Our board of directors has discretion as to whether to distribute dividends and determine new dividend policies, subject to certain requirements of Hong Kong law. Holders of our ordinary shares will be entitled to receive dividends pro rata according to the amounts paid up or credited as paid up on the ordinary shares. Holders of our ADSs will be entitled to receive dividends, subject to the terms of the deposit agreement, to the same extent as holders of our Class A ordinary shares, less the fees and expenses payable under the deposit agreement. If we pay any cash dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary will then pay such amounts to the ADS holders in proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. If cash dividends will be paid to the depositary in a currency other than U.S. dollars and, except as otherwise described under "Description of American Depositary Shares—Limitations on Obligations and Liability," they will be converted by the depositary into U.S. dollars and paid to holders of ADSs after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

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CAPITALIZATION

        The following table sets forth our capitalization as of March 31, 2019, presented on:

•

an actual basis using the same basis of presentation as for the audited consolidated financial statements as set forth in Note 2.1 of our audited consolidated financial statements; and

•

on an as adjusted basis to give effect to [(i) the conversion by certain selling shareholders of         Class B ordinary shares into             Class A ordinary shares prior to the completion of this offering and (ii)] the issuance and sale of             Class A ordinary shares in the form of ADSs in this offering at an assumed initial public offering price of US$            per ADS, the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and the use of proceeds for the repayment of a term loan. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—364-day term loan facility of Wanda Sports Group Company Limited."

        The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Use of Proceeds," "Selected Consolidated Financial Data and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes that are included elsewhere in this prospectus.

	As of March 31, 2019 (unaudited)
	Actual						As adjusted
	US$			€			US$	€
	(in '000s)
Total interest-bearing liabilities(1)		1,126,081			1,002,922
Shareholders' (deficit)/equity
Share capital		1,707,572			1,520,816
Reserves		(1,098,372	)		(978,244	)
Accumulated deficit		(243,003	)		(216,426	)
Non-controlling interests		492			438
Total shareholders' (deficit)/equity(2)		366,689			326,584
Total capitalization(2)		1,492,770			1,329,506

(1)

Total interest-bearing liabilities includes the loans and borrowings set forth in Note 14 of our interim condensed consolidated financial statements.

(2)

Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$1.00 change in the assumed initial public offering price of US$            per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease each of total shareholders' deficit and total capitalization by US$             million.

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our net tangible book value as of            was approximately US$            , or US$            per ordinary share as of that date and US$            per ADS. Net tangible book value represents the amount of our total consolidated assets (excluding intangible assets), less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$            per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus adjusted to reflect the ADS-to-Class A ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

        Without taking into account any other changes in net tangible book value after            , other than to give effect to our sale of the ADSs offered in this offering at the assumed initial public offering price of US$            per ADS, the midpoint of the estimated range of the initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of            would have been US$             million, or US$            per ordinary share and US$            per ADS. This represents an immediate increase in net tangible book value of US$            per ordinary share and US$            per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$            per ordinary share and US$            per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

	Per ordinary share	Per ADS
Assumed initial public offering price
Net tangible book value as of
Pro forma net tangible book value after giving effect to this offering
Amount of dilution in net tangible book value to new investors in this offering

        A US$1.00 increase (decrease) in the assumed public offering price of US$            per ADS would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$             million, the pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$            per ordinary share and US$            per ADS and the dilution in pro forma as adjusted net tangible book value per ordinary share and per ADS to new investors in this offering by US$            per ordinary share and US$            per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

        The discussion and table above are based on the fact that no share options are outstanding as of the date of this prospectus.

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EXCHANGE RATE INFORMATION

        Our reporting currency is euro. This prospectus contains translations of euro amounts into U.S. dollars at specific rates solely for the convenience of the reader. The conversion of euro into U.S. dollars in this prospectus is based on the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from euro to U.S. dollars and from U.S. dollars to euro in this prospectus were made at a rate of €0.8729 to US$1.00, the exchange rate on December 31, 2018 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. All translations from euro to U.S. dollars and from U.S. dollars to euro in this prospectus as of and for the three months ended March 31, 2019 were made at a rate of €0.8906 to US$1.00, the exchange rate on March 29, 2019 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that any euro or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or euro, as the case may be, at any particular rate, the rates stated below, or at all.

        The following table sets forth information concerning exchange rates between the euro and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

Period	Period end		Average		Low		High
	(euro per US$1.00)
2014		0.8264		0.7520		0.8264		0.7180
2015		0.9209		0.9012		0.9502		0.8323
2016		0.9477		0.9033		0.9638		0.8684
2017		0.8318		0.8849		0.9601		0.8305
2018		0.8729		0.8462		0.8864		0.8007
2019		0.8788		0.8783		0.8875		0.8677
January		0.8731		0.8758		0.8832		0.8677
February		0.8788		0.8811		0.8875		0.8715
March		0.8906		0.8853		0.8917		0.8790
April		0.8928		0.8902		0.8846		0.8977
May		0.8969		0.8939		0.8780		0.8892
June

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ENFORCEABILITY OF CIVIL LIABILITIES

        We are incorporated in Hong Kong, and many of our directors and executive officers and some of the experts named in this document live outside the United States, principally in Europe and China, and all or a substantial portion of the assets of such persons are or may be located outside the United States. A substantial portion of our assets are located outside the United States, including in Europe and China. As a result, you may not be able to:

•

effect service of process upon us or these persons within the United States; or

•

enforce against us or these persons in the United States courts, judgments obtained in United States courts including judgments predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state of the United States.

        Our Hong Kong counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and our PRC counsel, Jingtian & Gongcheng Attorneys at Law, have advised us that there is doubt as to whether Hong Kong or PRC courts would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        In addition, Jingtian & Gongcheng Attorneys at Law, our PRC counsel, has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or most other members of the Organization for Economic Cooperation and Development that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, which result in foreign court judgments. Under the PRC Civil Procedures law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it would be difficult for foreign shareholders to establish sufficient nexus to the PRC by virtue only of holding the ADSs or our ordinary shares.

        Our Hong Kong counsel also advised us that in Hong Kong, foreign judgments can be enforced under statute under the Foreign Judgments (Reciprocal Enforcement) Ordinance or under common law. The Foreign Judgments (Reciprocal Enforcement) Ordinance is a registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, will not be enforced by the Hong Kong courts under the statutory regime. In addition, the Supreme People's Court of the PRC and the Government of Hong Kong have entered into the "Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned," or the Arrangement. The Mainland Judgements (Reciprocal Enforcement) Ordinance gave effect to the Arrangement and is a registration scheme for recognition and enforcement of PRC judgements based on reciprocity. Other than the

59

Arrangement, Hong Kong has not entered into any multilateral convention or bilateral treaty regarding the recognition and enforcement of foreign judgments. Accordingly, any judgments rendered by a court in the United States will need to be enforced under common law. In order to enforce a foreign judgment under common law in Hong Kong, the judgment must meet certain criteria before it can be enforced, such as the judgment being final and conclusive.

        We have appointed WEH as our agent to receive service of process with respect to any action brought against us under the securities laws of the United States.

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CORPORATE HISTORY AND STRUCTURE

Our History

Acquisition by, and Relationship with, our Controlling Shareholder

        We form part of a group of companies affiliated with Dalian Wanda GCL and conduct its sport-related businesses. In 2015, Wanda Culture, a subsidiary of Dalian Wanda GCL, acquired Infront, headquartered in Zug, Switzerland, and WEH, headquartered in Tampa, Florida, and established WSC, headquartered in Beijing, China, to provide a flagship sports events, media and marketing platform in China. See "Business—Our History" for further information of the history of Infront, WEH and WSC.

        See "Related Party Transactions" for a description of transactions with entities in the Dalian Wanda Group and "Risk Factors—Risks Related to Our Relationship with Dalian Wanda Group" for risks relating our relationship with Dalian Wanda Group.

Establishment of Holding Company and Group Restructuring

        We were formed in 2018 as a wholly-owned subsidiary of our direct shareholder, Infront International Holdings AG, to enable our principal shareholder, Wanda Culture, to spin off and take public Infront, WEH and WSC. In early 2019, in preparation for this offering, Wanda Culture caused us and various other entities under its common control to undertake a series of transactions to create our current structure, which included the key steps set out below. Prior to these transactions, and as a result of the acquisition of Infront and WEH and the establishment of WSC, Wanda Culture and its affiliates controlled Infront through a Cayman Islands holding company, Wanda Sports & Media Co. Limited (owned 75.39% by Wanda Sports & Media (Hong Kong) Holding Co. Limited and 24.61% by the co-investors), and controlled 100% of WEH and of WSC. The key steps of the transactions completed in early 2019 were the following:

•

Infront International Holdings AG contributed its shares in Infront Holding AG to us in exchange for shares in us, by which we acquired 94.3% interest in Infront Holding AG;

•

Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us shares of Infront Holding AG it had acquired or had agreed to acquire after this offering from certain management members of Infront Holding AG, in exchange for shares in us, by which we acquired or agreed to acquire 100% of the issued shares of Infront Holding AG and any new shares issued by Infront Holding AG upon exercise of certain options held by certain management members of Infront;

•

Wanda Sports & Media (Hong Kong) Holding Co. Limited contributed to us its shares of Wanda Sports Holdings (USA) Inc., which owns 100% of WEH, in exchange for shares in us and the inter-group promissory note issued by us in the amount of US$400 million (€356.2 million), by which we acquired WEH;

•

our indirect wholly owned subsidiary Infront Sports & Media (China) Co., Ltd., entered into contractual arrangements (an exclusive call option contract, an exclusive services agreement, powers of attorney and a pledge contract) with Wanda Sports Co., Ltd., which is our VIE, and its shareholders, by which we acquired effective control of, and now receive substantially all the economic benefits of, WSC;

•

we issued shares to Wanda Sports & Media (Hong Kong) Holding Co. Limited; and

•

the co-investors exchanged their shares in the Cayman Islands incorporated holding company for some of our shares acquired by Wanda Sports & Media (Hong Kong) Holding Co. Limited in the steps above, as a result of which the co-investors became direct shareholders of ours.

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        As a result of the foregoing,

•

we issued 169,331,173 Class B ordinary shares, with those Class B ordinary shares acquired by the co-investors automatically converted into Class A ordinary shares; and

•

Infront International Holdings AG directly held and beneficially owned a 54.46% economic interest in us and Wanda Sports & Media (Hong Kong) Holding Co. Limited directly held and beneficially owned a 32.33% economic interest in us (giving Dalian Wanda GCL beneficial ownership of shares representing a 86.79% economic interest in us) and the co-investors directly held and beneficially owned shares representing a 13.21% economic interest in us.

        The following table sets forth the beneficial ownership of our outstanding Class A and Class B ordinary shares immediately before this offering (excluding any Class A ordinary shares (up to 5% of the total number of outstanding shares on a fully-diluted basis) underlying options to be granted to management within 30 days after the completion of this offering):

	Ordinary shares beneficially owned immediately prior to this offering
				Voting power beneficially owned prior to this offering
			% of class
	Class A	Class B		%
Dalian Wanda GCL(1)
Co-investors (in the aggregate)

(1)

Controlled by Mr. Jianlin Wang

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Corporate Structure

        The following diagram illustrates our corporate structure, including our significant subsidiaries and our VIE, immediately prior to this offering.

(1)

Directly owned by Dalian Wanda GCL, which is controlled by Mr. Jianlin Wang.

(2)

Wanda Sports & Media (Hong Kong) Holding Co. Ltd. owns 100% of the issued shares of Wanda Sports & Media Co. Limited, a Cayman Islands company, which owns all of the issued shares of Wanda Sports & Media (Hong Kong) Co. Limited, a Hong Kong company, which owns all of the equity interest in Wanda Sports Industry (Guangzhou) Co., Ltd., a PRC company, which in turns owns all of the issued shares of Infront International Holdings AG (other than treasury shares).

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(3)

Represents the percentage of the total voting power based on ownership of outstanding ordinary shares (including Class A ordinary shares and Class B ordinary shares). Following the offering, the percentage (assuming the underwriters do not exercise their over-allotment option) will be        %,        % and        %, respectively. Immediately prior to this offering, Infront International Holdings AG and Wanda Sports & Media (Hong Kong) Holding Co. Ltd. will hold 54.46% and 32.33% of our outstanding ordinary shares (Class B ordinary shares), respectively, and the co-investors, in the aggregate, will hold 13.21% of our outstanding ordinary shares (Class A ordinary shares).

(4)

Entities associated with IDG Capital as well as Orient Pearl Media Sports Holdings Limited, Shengke Limited, China Point Special Situations Fund and Zhu Xiang International Investment Limited.

(5)

Based on contractual arrangements.

(6)

Including shares of Infront Holding AG to be acquired by Wanda Sports & Media (Hong Kong) Holding Co. Ltd. from certain management members of Infront Holding AG and contributed to us without any additional consideration.

Contractual Arrangements with our VIE and its Shareholders

        While the revenue contribution of our operations in China is relatively small, we expect to grow our presence in China and hence our revenue from China over time.

        Due to foreign investment restrictions in the PRC and other regulatory considerations, we conduct certain business activities in China through our VIE, and its subsidiaries, based on a series of contractual arrangements. As a result of these contractual arrangements, we exert effective control over our VIE and consolidate its and its subsidiaries' operating results in our consolidated financial statements under IFRS. These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE. If our VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractual arrangements that give us effective control over our business operations in the PRC and may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be effective under PRC law. For details of these and other risks associated with our corporate structure and contractual arrangements with our VIE, see "Risk Factors—Risks Related to Our Corporate Structure" and "Risk Factors—Risks Related to our Operations in China—Risks Related to our VIE Arrangements."

        We summarize below the contractual arrangements by and among Infront China, our VIE and its shareholders. For the complete text of these contractual arrangements, see the copies filed as exhibits to the registration statement on Form F-1 filed with the SEC of which this prospectus forms a part. In the opinion of Jingtian & Gongcheng Attorneys at Law, our PRC counsel:

•

the ownership structures of our VIE and Infront China, both currently and immediately after giving effect to this offering, do not and will not contravene any PRC law or regulation currently in effect; and

•

the contractual arrangements among Infront China, our VIE and its shareholders, which are governed by the laws of the PRC, are valid and binding upon each party to such arrangements and are enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect.

        There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. We have been further advised by our PRC counsel that if the PRC government were to find that the contractual arrangements do not comply with applicable restrictions, including restrictions on foreign investment, or if the PRC government were to otherwise find that we, our VIE, or our or its respective subsidiaries are in violation of PRC law or regulations or lack the necessary permits or licenses to operate our business in China, we could be subject to severe penalties, including being prohibited from continuing operating the businesses currently operated by our VIE and its subsidiaries in China.

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Pledge Contract

        Pursuant to the pledge contract dated March 14, 2019 by and among Infront China, our VIE and its shareholders, the shareholders of our VIE pledged all of their equity interests in our VIE to Infront China, to secure our VIE's and its shareholders' performance of their respective obligations under, where applicable, the exclusive call option agreement, exclusive services agreement and powers of attorney (described below). If our VIE or any of its shareholders breaches its contractual obligations under these agreements, Infront China will be entitled to certain rights, including but not limited to the rights to auction or privately sell the pledged equity interests. Without the prior written consent of Infront China, the shareholders of our VIE may not transfer the pledged equity interests, or place or permit the existence of any other encumbrance on the pledged equity interests.

Exclusive Call Option Contract

        Pursuant to the exclusive call option contract dated March 14, 2019 by and among Infront China, our VIE and its shareholders, the shareholders of our VIE granted Infront China an irrevocable and exclusive right to purchase, or to designate one or more persons to purchase, all or part of the equity interests held by the shareholders of our VIE at a price equals to the lower of (i) the actual capital contributions paid in the portion of the registered capital by the relevant shareholder for the equity interests to be purchased and (ii) the lowest price permitted under PRC law. Without the prior written consent of Infront China, the shareholders of our VIE may not transfer their equity interests in our VIE, or create any other encumbrance on their equity interests in our VIE.

Exclusive Services Agreement

        Pursuant to the exclusive services agreement dated March 14, 2019 by and between Infront China and our VIE, our VIE engaged Infront China as the exclusive provider of specified business support and technical and consulting services. Our VIE may not accept the same or similar services provided by any third party during the term of the agreement. Infront China is permitted to engage other persons to perform the services contemplated by the agreement. Our VIE agrees to pay to Infront China specified service fees equal to the sum of 100% of the net profit of our VIE (the amount can be adjusted by consent of Infront China) on an annual basis.

Powers of Attorney

        Pursuant to the respective powers of attorney dated March 14, 2019 issued by each shareholder of our VIE, each shareholder of our VIE irrevocably authorized Infront China to act on such shareholder's behalf as his/her exclusive agent and attorney with respect to all matters concerning such shareholder's shareholding in our VIE.

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SELECTED CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

        The following selected consolidated statements of operations data for the years ended December 31, 2018, 2017 and 2016, the selected consolidated balance sheet data as of December 31, 2018 and 2017, and the selected consolidated cash flow data for the years ended December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in accordance with IFRS. The following selected consolidated statements of operations data for the three months ended March 31, 2019 and 2018, the selected consolidated balance sheet data as of March 31, 2019 and the selected consolidated cash flow data for the three months ended March 31, 2019 and 2018 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared in accordance with IAS 34. Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following selected financial information in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        We have omitted from this prospectus selected consolidated combined financial data for the years ended December 31, 2015 and December 31, 2014 as we consider such information cannot be provided without unreasonable effort or expense. As a result of the group restructuring, Wanda Sports Group Company Limited became our holding company and the financial statements as of and for the year ended December 31, 2017 are the first consolidated financial statements to have been prepared by us (and the first to be prepared in accordance with IFRS).

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Selected Consolidated Statement of Profit or Loss Data:

        The following table presents our selected consolidated profit or loss data for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s, except for per share data)			(€ '000s, except for per share data)						(US$ '000s, unless indicated otherwise and except for per share data)			(€ '000s, unless indicated otherwise and except for per share data)
Revenue		275,781			245,619			234,104			1,293,595			1,129,186			954,598			877,247
Cost of sales		(208,281	)		(185,501	)		(152,479	)		(875,001	)		(763,793	)		(624,093	)		(599,980	)
Gross profit(1)		67,500			60,118			81,625			418,594			365,393			330,505			277,267
Personnel expenses		(37,539	)		(33,433	)		(33,138	)		(165,462	)		(144,433	)		(135,105	)		(115,213	)
Selling, office and administrative expenses		(14,244	)		(12,686	)		(12,343	)		(59,620	)		(52,043	)		(54,710	)		(53,529	)
Depreciation and amortization		(8,814	)		(7,850	)		(7,567	)		(37,628	)		(32,846	)		(22,129	)		(22,142	)
Impairment of goodwill		—			—			—			—			—			—			(74,010	)
Other operating income/(expense), net		1,136			1,012			(17,301	)		(30,703	)		(26,801	)		2,882			6,821
Finance costs		(11,634	)		(10,362	)		(13,005	)		(61,531	)		(53,711	)		(53,300	)		(44,761	)
Finance income		731			651			5,838			13,566			11,842			27,871			15,950
Share of profit/(loss) of associates and joint ventures		154			137			(316	)		6,376			5,566			509			393
Profit/(loss) before tax		(2,710	)		(2,413	)		3,793			83,591			72,967			96,523			(9,224	)
Income tax		(6,987	)		(6,223	)		8			(21,715	)		(18,955	)		(17,731	)		(20,021	)
Profit/(loss) for the period		(9,697	)		(8,636	)		3,801			61,876			54,012			78,792			(29,245	)
Gross margin(2) (%)		24.5			24.5			34.9			32.4			32.4			34.6			31.6
Earnings/(loss) per share
Basic		(0.06	)		(0.05	)		0.02			0.35			0.31			0.46			(0.17	)
Diluted		(0.06	)		(0.05	)		0.02			0.34			0.30			0.44			(0.17	)

(1)

Cyclicality driven by the timing cycle of sports events has a significant impact on the comparability of our results from one period to the next. In 2018, both total revenue and total cost of sales were impacted due to media production activities in connection with the 2018 FIFA World Cup Russia™ accounted for in our DPSS segment. These activities are undertaken pursuant to our cost-plus contractual model under which both revenue and costs are fully accounted for in our consolidated statement of profit or loss, including reimbursement revenues and reimbursement costs. Reimbursement revenues represent revenue that has associated costs of a similar, generally matching, amount (reimbursement costs), thereby resulting in a negligible gross margin impact. The negligible gross margin impact from reimbursement revenues and reimbursement costs (as opposed to a zero gross margin impact as may be otherwise expected) is due to temporary timing differences mainly resulting from foreign exchange effects on invoice settlements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information including the amounts of reimbursement revenues and reimbursement costs for the three months ended March 31, 2019 and 2018 and each of 2018, 2017 and 2016.

(2)

Represents gross profit as a percentage of total revenue for the relevant period.

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Selected Consolidated Balance Sheet Data:

        The following table presents our selected consolidated balance sheet data as of the dates indicated.

	As of March 31,				For the year ended December 31,
	2019				2018		2018		2017
	(US$ '000s)		(€ '000s)		(US$ '000s)		(€ '000s)
Cash and cash equivalents		209,671		186,739		202,826		177,048		230,419
Trade and other receivables		326,124		290,456		343,563		299,898		276,153
Accrued income		11,131		9,914		7,417		6,474		60,279
Contract assets		55,238		49,197		45,496		39,714		—
Inventories		9,045		8,056		6,799		5,935		2,969
Income tax receivables		3,112		2,772		10,100		8,816		5,203
Other assets		92,881		82,723		93,436		81,561		79,443
Total current assets		707,203		629,857		709,637		619,446		654,466
Long-term receivables		8,143		7,252		7,184		6,271		24,701
Investments in associates and joint ventures		6,367		5,671		6,359		5,551		1,281
Property, plant and equipment		30,020		26,737		29,841		26,048		23,810
Contract right use of assets		38,769		34,529		41,000		35,789		—
Intangible assets		487,378		434,074		485,148		423,488		408,987
Goodwill		895,131		797,231		775,945		677,326		639,531
Contract assets		10,402		9,264		10,399		9,077		—
Accrued income		—		—		—		—		300
Deferred tax assets		28,955		25,788		28,138		24,562		13,990
Other assets		64,981		57,874		62,954		54,953		55,297
Total non-current assets		1,570,146		1,398,420		1,446,967		1,263,065		1,167,897
Total assets		2,277,349		2,028,277		2,156,604		1,882,511		1,822,363
Trade and other payables		151,644		135,059		935,326		816,451		765,730
Interest-bearing liabilities		421,360		375,276		29,198		25,487		1,668
Lease liabilities		11,566		10,301		11,299		9,863		—
Accrued expenses		81,898		72,941		95,676		83,516		101,352
Deferred income		1,052		937		8		7		192,718
Contract liabilities		244,542		217,797		212,716		185,681		—
Other liabilities		27,619		24,598		19,586		17,097		7,054
Income tax payable		29,581		26,346		35,524		31,009		19,071
Provisions		8,326		7,415		3,917		3,419		6,971
Total current liabilities		977,588		870,670		1,343,250		1,172,530		1,094,564
Interest bearing liabilities		704,721		627,646		613,618		535,630		596,163
Lease liabilities		30,932		27,549		33,040		28,841		—
Accrued expenses		5,548		4,941		5,660		4,941		322
Deferred income		—		—		11		10		18,160
Contract liabilities		24,995		22,261		15,448		13,485		—
Deferred tax liabilities		94,158		83,860		95,017		82,941		82,408
Provisions		4,592		4,090		9,825		8,576		9,501
Long-term payroll payable		14,235		12,678		14,629		12,770		10,543
Other liabilities		53,892		47,998		36,432		31,802		70,075
Total non-current liabilities		933,073		831,023		823,682		718,996		787,172
Total liabilities		1,910,661		1,701,693		2,166,932		1,891,526		1,881,736

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	As of March 31,						For the year ended December 31,
	2019						2018			2018			2017
	(US$ '000s)			(€ '000s)			(US$ '000s)			(€ '000s)
Share capital		1,707,572			1,520,816			1,742,247			1,520,816			1,520,816
Reserves		(1,098,372	)		(978,244	)		(1,514,122	)		(1,321,685	)		(1,327,247	)
Accumulated deficit		(243,003	)		(216,426	)		(237,788	)		(207,566	)		(247,533	)
Equity/(deficit) attributable to equity holders of the parent		366,197			326,146			(9,663	)		(8,435	)		(53,964	)
Non-controlling interests		492			438			(664	)		(580	)		(5,409	)
Total equity/(deficit)		366,689			326,584			(10,328	)		(9,015	)		(59,373	)
Total liabilities and equity		2,277,349			2,028,277			2,156,604			1,882,511			1,822,363

Selected Consolidated Cash Flow Data:

        The following table presents our selected consolidated cash flow data for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s)			(€ '000s)						(US$ '000s)			(€ '000s)
Selected Consolidated Cash Flow Data
Net cash flows from/(used in) operating activities		(33,557	)		(29,887	)		17,909			76,284			66,588			145,678			43,596
Net cash flows from/(used in) investing activities		(93,335	)		(83,127	)		(12,613	)		(65,437	)		(57,120	)		(104,142	)		(350,326	)
Net cash flows from/(used in) financing activities		134,330			119,638			(244	)		(74,979	)		(65,449	)		76,976			332,397
Net increase/(decrease) in cash and cash equivalents		7,438			6,624			5,052			(64,132	)		(55,981	)		118,512			25,667
Cash and cash equivalents at beginning of year		198,789			177,048			230,419			263,970			230,419			124,344			105,975
Effect of foreign exchange rate changes, net		3,444			3,067			(2,359	)		2,990			2,610			(12,437	)		(7,298	)
Cash and cash equivalents at end of year		209,671			186,739			233,112			202,828			177,048			230,419			124,344

Non-IFRS Financial Measures:

        We use EBITDA and Adjusted EBITDA, each a non-IFRS financial measure, in evaluating our operating results and for financial and operational decision-making purposes.

        We believe that these measures help identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in our profit/(loss) from operations and net profit/(loss). We believe that EBITDA and Adjusted EBITDA each provide useful information about our results of operations, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

        These non-IFRS financial measures should not be considered in isolation or construed as an alternative to profit/(loss) from operations and net profit/(loss) or any other measure of performance, or as

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an indicator of our operating performance. Investors are encouraged to review EBITDA, Adjusted EBITDA and the reconciliation to the most directly comparable IFRS measure as set forth below. EBITDA and Adjusted EBITDA presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

        The following table shows the reconciliation of EBITDA and Adjusted EBITDA to our profit/(loss) of the period for the periods indicated. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures" for explanatory footnotes under the table.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018		2018		2017			2016
	(US$ '000s)			(€ '000s)						(US$ '000s)		(€ '000s)
Profit/(Loss) for the period		(9,697	)		(8,636	)		3,801			61,876		54,012		78,792			(29,245	)
Income tax		6,987			6,223			(8	)		21,715		18,955		17,731			20,021
Net interest expense		7,942			7,073			6,131			28,167		24,587		24,778			25,663
Depreciation and amortization		8,814			7,850			7,567			37,628		32,846		22,129			22,142
EBITDA		14,046			12,510			17,491			149,386		130,400		143,430			38,581
Goodwill impairment loss(1)		—			—			—			—		—		—			74,010
Share-based compensation(2)		2,287			2,037			3,510			9,993		8,723		16,377			7,127
Expenses or charges relating to acquisitions(3)		332			296			1,668			5,791		5,055		6,606			4,961
Expenses or charges relating to IPO or financing(4)		1,079			961			213			4,411		3,850		505			813
Restructure and disposal of investments / subsidiaries(5)		6			5			—			—		—		3,363			4,703
Profit or loss from termination of customers(6)		—			—			(97	)		2,209		1,928		430			(586	)
Change in fair value of investments(7)		—			—			—			510		445		(290	)		(178	)
Bad debt expenses relating to specific customer(8)		—			—			19,069			31,071		27,122		—			—
Losses/(gains) on foreign exchange and derivatives, and other financial charges(9)		2,961			2,638			1,036			19,798		17,282		651			3,148
Estimated client compensation relating to fraudulent activities(10)		6,737			6,000			—			—		—		—			—
Adjusted EBITDA		27,448			24,447			42,890			223,169		194,805		171,072			132,579

(1)

Represents goodwill relating to the acquisition of WEH. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Other Factors Affecting our Results of Operations across Segments—Goodwill impairment."

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(2)

Share-based compensation has been excluded as it is non-cash expense. Our adjustment removes all of the historical share-based compensation for employees.

(3)

Represents expenses incurred from professional fees such as legal counsel, auditors, underwriters, valuation experts and consultants in respect of strategic acquisitions in our mass participation sports business, including Lagardère Unlimited Events AG in 2016 and CGI in 2017.

(4)

Represents professional fees from legal counsel, auditors and valuation experts.

(5)

Represents expenses or costs incurred in the restructuring and disposal of investments and subsidiary companies. Following our acquisitions of Infront and WEH, we went through a restructuring process which involved divestment of certain investments and subsidiaries. Following the acquisition of CGI in 2017, WEH undertook a similar process. While event and contract performance reviews are performed as a normal course of business, these larger restructuring processes are considered non-recurring.

(6)

Eliminates the impact from the extraordinary loss of certain rights-in partners following their insolvency.

(7)

Change in fair value of investments eliminates the net investment loss on investments.

(8)

Eliminates expenses reflecting expected credit losses in trade account receivables that we had outstanding from a sports marketing and media rights firm (MP & Silva) as well as contract assets, as a result of the initiation of MP & Silva's insolvency process.

(9)

Represents the losses/(gains) on foreign exchange, derivative financial instruments at fair value through profit or loss, termination of the cross currency swap and other financial charges.

(10)

Represents the amount estimated to be paid by Infront as compensation in connection with fraudulent activities presumably undertaken by a former senior employee of Infront, for which we have taken a revenue deduction in the three months ended March 31, 2019. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting."

Key Operating Data:

        The following table presents our key operating data for the periods indicated.

	For the year ended December 31,
	2018		2017		2016
Mass Participation(1)
Number of events		326		266		232
Total number of gross-paid athletes ('000s)		1,322		986		640
Average revenue per gross-paid athlete(2) (€)		110		129		158
Average other revenue per event(3) (€ '000s)		424		466		410
Spectator Sports
Number of projects		103		112		102
Average revenue per project (€ '000s)		5,086		4,885		5,272
DPSS
Number of media production and sports solutions projects		44		44		41
Average revenue per media production and sports solutions project(4) (€ '000s)		6,731		3,066		3,064
Number of digital media partners		42		43		48
Average revenue per digital media partner (€ '000s)		598		493		365

(1)

Changes in our Mass Participation key operating data between years have been impacted significantly by acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Specific Factors Affecting our Mass Participation Results of Operations—Acquisitions."

(2)

Includes total revenue from entry fees and merchandise divided by the number of gross-paid athletes.

(3)

Includes our Mass Participation segmental revenue, other than revenue from entry fees and merchandise, divided by the number of events.

(4)

The increase between the periods is impacted by cyclicality effects relating to our media production business and, in particular, the FIFA World Cup Russia™ in 2018.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections entitled "Selected Consolidated Financial Data and Operating Data" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may be materially different from those expressed or implied in such forward-looking statements due to a number of factors, including those set forth in the sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking Statements" and elsewhere in this prospectus. We have prepared our financial statements in accordance with IFRS.

Overview

        We are a global sports events, media and marketing platform with significant intellectual property rights, long-term relationships and broad execution capabilities through which we create value for stakeholders in all parts of the sports ecosystem, from rights owners to brands and advertisers, and from fans to athletes. We own, or otherwise have contractual rights to, an extensive portfolio of global, regional and national sports properties from which we seek to generate revenue across the value chain, including events operation and support, media production and media distribution, sponsorship and marketing, digital solutions and ancillary services.

        The nature of our engagement with the sports ecosystem depends on whether or not we are the rights owner of the relevant sports events. This split in turn is reflected in our three segments: Mass Participation, where we are generally the rights owner (in other words, we own the relevant intellectual property for the sports event), and Spectator Sports and DPSS, where we are generally not the rights owner but offer a range of capabilities and services for the benefit of rights owners, rights-out clients, such as brands and media companies, and other stakeholders. For a more detailed description of our segments, see "Business—Our Segments."

•

Mass Participation.  Our Mass Participation segment is built around our portfolio of globally recognized brands and other intellectual property across a range of mass participation sports, including triathlon, running, mountain biking, road cycling, obstacle course racing and trail running. We seek to own brand-driven, inspirational mass participation sports events across a range of sports. We generally organize, operate and monetize the events ourselves, and derive a significant portion of our revenue from event entry fees and other event-related fees, such as host city fees, and otherwise monetize our intellectual property through sponsorship, event and product licensing, merchandising and media distribution opportunities.

•

Spectator Sports.  Our Spectator Sports segment is primarily focused on business where we do not own the intellectual property. We enter into contractual arrangements with a wide range of leading rights owners such as international and national sports federations, sports leagues, sports clubs and various other rights owners in the sports ecosystem (which we refer to as "rights-in" partners and "rights-in" arrangements) and, in turn, enter into, or facilitate, contractual arrangements (which we refer to as "rights-out" arrangements) with clients (which we refer to as "rights-out clients") to engage the rest of the sports ecosystem. Through this activity, we monetize such rights through media distribution, sponsorship and marketing activities. We also provide services to our rights-in partners and rights-out clients drawing from our in-house DPSS capabilities, including event operation and support, media production, digital solutions and ancillary services. Our Spectator Sports segment includes an extensive portfolio of sports, including football, winter sports and summer sports.

•

Digital, Production, Sports Solutions (DPSS).  We focus on maximizing the potential of our sports events, media and marketing platform by providing a comprehensive suite of specialized sports-

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related services, including innovative digital media solutions, media and program production, host broadcasting, marketing services, event operations services, brand development services and advertising solutions. Structurally, we have united digital, media production and sports events service-related initiatives and capabilities to drive innovation in traditional media production, deliver growth in new digital properties, create new content formats, new distribution models and partnerships, and revolutionize advertising solutions. We also seek to leverage existing social platforms to increase audiences and revenue streams. We derive our revenue in this area from providing these services to rights owners, rights-out clients and other stakeholders in the sports ecosystem.

        In both our Spectator Sports and DPSS segments, we apply our in-house DPSS capabilities. Revenue and costs with respect to these services are generally allocated to our Spectator Sports segment if provided in the same contract that includes a rights-in arrangement with a rights-in partner or as part of a rights-out arrangement with a rights-out client. If we enter into a separate service contract with a rights-in partner, rights-out client or other stakeholder, the related revenue and costs are allocated to our DPSS segment. As we provide DPSS services to our partners in our Spectator Sports segment in connection with rights-in or rights-out arrangements, we report cost of sales relating to the provision of such services. We often do not recognize additional revenue from the provision of these services.

        The following table presents our segmental revenue and segmental gross profit (revenue minus cost of sales only) for the periods indicated. For our segmental revenue and segmental gross profit in the three months ended March 31, 2019 and 2018, see "—Segmental Results of Operations."

	Revenue						Gross profit
	For the year ended December 31,						For the year ended December 31,
	2018		2017		2016		2018		2017		2016
	(€ '000s)						(€ '000s)
Mass Participation		284,081		251,450		196,356		100,856		90,282		74,870
Spectator Sports		523,826		547,072		537,749		208,162		198,054		162,235
DPSS		321,279		156,076		143,142		56,375		42,169		40,162
Total		1,129,186		954,598		877,247		365,393		330,505		277,267

Our Revenue-Generation Models

        We generate revenue based on various models, depending as a threshold matter on whether or not we own the intellectual property to be monetized.

Our Mass Participation Segment

        In our mass participation sports business, we generally own the intellectual property and have built our business around our portfolio of globally recognized brands and other intellectual property across a range of mass participation sports, including triathlon, running, mountain biking, road cycling, obstacle course racing and trail running. We generally organize, operate and monetize the events ourselves. We derive a significant portion of our revenue directly from participating athletes themselves, principally in the form of entry fees, which accounted for 44%, 43% and 43% of our Mass Participation segmental revenue in 2018, 2017 and 2016, respectively.

•

Entry fees.  Payments by athletes to participate in our events are recorded as entry fees. Our revenue from entry fees was €124.1 million, €108.5 million and €85.1 million in 2018, 2017 and 2016, respectively. Entry fees vary significantly between types and locations of our owned events, see also "Business—Our Segments—Mass Participation—Our Sports Events."

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•

Sponsorship.  We also derive sponsorship revenue in connection with our events and brands. Some of our events in our portfolio, such as our B2Run running series, derive a greater proportion of their revenue from such sources compared with entry fees. Sponsorship revenue was €69.2 million, €59.5 million and €48.8 million in 2018, 2017 and 2016, respectively. The increase in 2017 was mainly due to the sponsorship revenue contributed by the acquisition of CGI during the year.

•

Host city fees.  Cities and municipalities often provide fees to attract events. Such fees and other contributions are recorded as host city fees. Our revenue from host city fees was €25.5 million, €22.4 million and €16.1 million in 2018, 2017 and 2016, respectively. In addition to such fees, governmental entities also contribute to events through, for example, discounts on security and road closure costs.

•

Sales of apparel and other merchandise.  We sell apparel and other merchandise on-site at events as well as through e-commerce platforms. Our revenue from merchandise was €21.8 million, €19.0 million and €16.1 million in 2018, 2017 and 2016, respectively.

•

Licensing fees for events.  Revenue from licensing fees (fees obtained through the licensing of events run by third parties) was €10.6 million, €7.9 million and €6.0 million in 2018, 2017 and 2016, respectively.

•

Other revenue.  Other revenue (such as product licensing revenue and media revenue) was €33.0 million, €34.2 million and €24.3 million in 2018, 2017 and 2016, respectively.

Our Spectator Sports and DPSS Segments

        In our Spectator Sports and DPSS segments, we rely on contractual arrangements to obtain the rights we can then monetize, and otherwise to provide a comprehensive suite of sports-related services through our DPSS capabilities, either as part of a rights-in or rights-out arrangement (accounted for under our Spectator Sports segment) or as part of a separate service contract (accounted for under our DPSS segment).

        We have built a contract portfolio based on long-standing relationships. In our portfolio, we seek to maintain a well-diversified and balanced mix of rights-in arrangements and a comprehensive service offering, which we consider essential to reduce dependency on any single counterparty or revenue stream. No single rights-in or services contract in our current portfolio accounted for more than 10% of our revenue (excluding reimbursement revenues, see discussion below of the "cost-plus" model) in 2018, 2017 and 2016.

        The following table sets forth the various contractual models from which we derive revenue in our Spectator Sports and DPSS segments, including examples of our relationships that apply to each model.

Contractual Model (Relevant Segment)	Description	Examples	Number of existing contracts as of December 31, 2018
Full rights buy-out (Spectator Sports)	We pay a guaranteed amount to the rights owner to acquire the rights. We subsequently monetize the acquired rights for our own account (without needing further approvals from the rights owner).	Arrangements with certain Italian football clubs and for Lega Serie A-related archive sales, the China Cup and UCI Tour of Guangxi as well as the CEV Volleyball and IBU Biathlon, IIHF, FIS-sanctioned World Cup events and FIS Ski World Championships in all disciplines.		185

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Contractual Model (Relevant Segment)	Description	Examples	Number of existing contracts as of December 31, 2018
Commission with minimum revenue guarantee (Spectator Sports)	We guarantee a certain amount of revenue to the rights owner and, in turn, are compensated in the form of a commission. Depending on the contract, the revenue in excess of the guaranteed minimum is split between us and the rights owner. For some contracts, we provide a signing fee to the rights owner.	Arrangements with FIFA for Asian media sales, with Lega Serie A for media sales, with the DFB for the DFB Cup, with FIBA for FIBA basketball competitions and with certain Italian and German football clubs.		16
Commission (Spectator Sports)	We receive a commission from the rights owner for each rights-out arrangement concluded. The commission is generally a percentage of the revenue earned by the rights owner under the arrangement. For some contracts, we provide a signing fee to the rights owner.	Arrangements for FIFA sponsorship, the World Curling Federation and the Turkish Basketball League as well as with certain German football clubs.		55

Sale of services—Cost-plus (DPSS)	We pass on revenue received and are reimbursed for the overall costs incurred plus a mark-up. This type of contract is typically used in our DPSS business for media production agreements.	Agreements relating to FIFA host broadcasting production and Lega Serie A host broadcasting production.	4
Sale of services—General Contractor (Spectator Sports / DPSS)	We agree on a fixed amount upfront to produce an event or (digital) application.	Agreements from time to time relating to digital media solutions as well as Chinese media production related services provided by Beijing Evertop Sports Culture Media Co. Ltd, or Yongda (acquired in 2018).	1
Service and Consulting (Spectator Sports / DPSS)	We derive revenue based on consulting and other services provided to external partners. We invoice based on the services provided to our partner.	LED services and advertising solutions provided to FIFA and UEFA.	75
		Consulting services provided in connection with UEFA EURO™ (planning and management of the International Broadcast Centre) and with the IIHF Ice Hockey World Championship.
		Consulting and services provided to Dalian Wanda Group in connection with their 2018 FIFA World Cup™ sponsorship activation.

        Our holistic approach to engaging with partners means that the requirements of our counterparties generally dictate the particular contract model used in each case. The determination of which contractual model is applied, can have significant implications for our results of operations, including due to the different accounting treatment applicable to each model.

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•

Full rights buy-out contracts.  The most common contract model in our spectator sports portfolio is the full rights buy-out contract. We estimate that revenue from full rights buy-out contracts, in the aggregate, accounted for 36%, 42% and 47% of our consolidated revenue (in each case, excluding reimbursement revenues) in 2018, 2017 and 2016, respectively. The lower percentages in 2018 and 2017 are primarily attributable to the CBA's decision in 2017 to reduce the scope of the relationship between them and us. See also "—Specific Factors Affecting our Spectator Sports Results of Operations—Extent and mix of rights-in arrangements." This model gives us the ability to monetize the acquired rights independently with generally full upside and downside participation. A full rights buy-out contract is recorded in our consolidated statement of profit or loss on a gross basis such that all revenue and costs (including the costs relating to the acquisition of rights as well as other costs directly attributable to the project) associated with the project are accounted for in our consolidated statement of profit or loss. Payments to rights owners are generally expensed when the event occurs, but any upfront payment to the rights owner is expensed over the life of the contract. We record future payment obligations to the rights owner as capital commitments. See "—Contractual Obligations" for a discussion of such commitments.

•

Commission-based contracts (with and without minimum revenue guarantees).  For a commission-based contract, generally we only recognize the commissions we earn as revenue. Usually, only project-related costs are recognized as cost of sales, with no costs relating to the acquisition of rights. Any signing fees, if due to be paid by us, are recognized as a revenue reduction. While the gross profit impact of commission-based contracts is comparable to full rights buy-out contracts, the impact on our revenue, cost of sales and gross margins is very different, with profit margins for commission-based contracts being generally higher compared with full rights buy-out contracts.

Where we provide a minimum revenue guarantee, we record the contingent liabilities which arise as a result thereof similarly to capital commitments incurred as part of the full rights buy-out contractual model. See "—Contractual Obligations." However, unlike the full rights buy-out model, payments of the minimum revenue guarantee to the rights owner are not, in general, expensed as cost of sales. Such costs are only reflected in our consolidated statement of profit or loss as revenue reduction in cases where the revenue achieved is below the minimum revenue guarantee and it is determined that such costs will not be reimbursed in future periods. Depending on the contract, the revenue in excess of the minimum revenue guarantee is split between us and the rights owner.

•

Cost-plus.  The cost-plus contractual model is used for certain of our media production contracts. This model generates a significant part of our revenue in our DPSS segment, especially in the years of the FIFA World Cup™. The agreements have detailed arrangements with the rights owners as to cost budgets and the mark-up. Both revenue and costs are fully accounted for in our consolidated statement of profit or loss, including reimbursement revenues and reimbursement costs. Reimbursement revenues represent revenue that has associated costs of a similar, generally matching, amount (reimbursement costs), thereby resulting in a negligible gross margin impact. Reimbursement revenues are either recognized as revenue when received from broadcasters and passed on to the rights owner, or through compensation by the rights owner of direct costs incurred depending on the contract terms. The negligible gross margin impact from reimbursement revenues and reimbursement costs (as opposed to a zero gross margin impact as may be otherwise expected) is due to temporary timing differences mainly resulting from foreign exchange effects on invoice settlements. Over the long term, these reimbursement revenues and reimbursement costs do not impact our economics, either positively or negatively, to any significant extent.

While such amounts may have a negligible direct gross profit impact, to incentivize us to control costs, our rights-out clients generally consider the level of reimbursement revenues and reimbursement costs when assessing our performance and determining our compensation on the overall project, and can therefore indirectly lead to higher or lower commissions and gross margins.

Given the cyclical nature of the events for which we provide media production services on a cost-plus basis and the significance of such events, the reimbursement revenues and reimbursement costs reflected on our consolidated statement of profit or loss can have a significant impact on the comparability of our results of operations, in terms of revenue and cost of sales, but not (generally) gross profit, between periods. See "—Other Factors Affecting our Results of Operations across Segments—Cyclicality."

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•

General contractor.  For the general contractor model, both revenue and costs related to an event are accounted for in our consolidated statement of profit or loss. There are usually no acquisition costs nor signing fees under this model. For these contracts, we would generally bear the financial risk of cost overruns which could result in an unprofitable project. On the other hand, cost savings and increased efficiencies have a positive impact on gross profit.

•

Service and Consulting.  Invoiced revenue and costs associated with service and consulting contracts are accounted for in our consolidated statement of profit or loss. Typically, these contracts lead to minimal direct costs (cost of sales). However, overhead costs are incurred and such costs are not allocated to specific projects or segments and, as such, recorded below gross profit in our consolidated statement of profit or loss. We expect the share of this contractual model to increase in the future given the increasing complexity of the sports ecosystem. Various in-house initiatives (such as sponsorship activation, Brands 360, and increased focus on digitalization) should allow us to capitalize on this trend. For a description of our Brands 360 division, see "Business—Our Segments—Spectator Sports—Operations and Key Capabilities."

        Our spectator sports and DPSS businesses are generally based on multi-year rights-in and services contracts and, accordingly, our results of operations from these businesses are impacted by the duration of the contracts in our portfolio, our ability to renegotiate terms prior to expiration, our ability to extend or renew contracts, and our ability to replace contracts that we are unable to, or chose not to, renew.

        The remaining duration as of December 31, 2018 of our rights-in contracts ranged from one month to 15 years. As of December 31, 2018, the remaining duration of our services contracts ranged from one month to 7.5 years. For a comprehensive overview of our contract portfolio and duration of such rights, see "Business—Our Segments." The following sets out the historical revenue from contractual arrangements from our spectator sports and DPSS businesses that are set to expire through 2022:

•

rights-in and services contracts set to expire in 2019, accounted for, in aggregate, €30.3 million, €31.9 million and €11.7 million of our revenue in 2018, 2017 and 2016, respectively;

•

rights-in and services contracts set to expire in 2020, accounted for, in aggregate, €18.2 million, €15.3 million and €14.2 million of our revenue in 2018, 2017 and 2016, respectively;

•

rights-in and services contracts set to expire in 2021, including our contract with Lega Serie A for media sales relating to Lega Serie A games, accounted for, in aggregate, €159.5 million, €165.6 million and €148.1 million of our revenue in 2018, 2017 and 2016, respectively; and

•

rights-in and services contracts set to expire in 2022, including our contracts with FIFA for Asian media sales and for host broadcasting as well as with the DFB for media rights relating to the DFB Cup, accounted for, in aggregate, €79.2 million, €68.7 million and €53.8 million of our revenue in 2018, 2017 and 2016, respectively (in each case net of reimbursement revenues).

        During the life of a contract, we engage with our counterparties to identify their needs and requirements going forward and how we can add value in addressing them. Through this process, we have historically had success in retaining and expanding existing relationships. As we enter into new contracts, the contractual model and the scope of our contractual relationship can change (the scope may either expand or contract), which can have significant implications on our levels of revenue and profitability achieved from a particular relationship. For example, we might be able to add the marketing of media rights to a rights-in contract that previously only covered sponsorship rights or add additional services. This has been accomplished in the case of our relationship with the DFB for the DFB Cup. When we extended the contract in 2015, we broadened the scope of the arrangement to also include the marketing of media rights from season 2016/17 onwards (previously we had been responsible only for selling sponsorship rights to the events). In the case of a full rights buy-out arrangement, we may, in return for wider rights, increase future payment obligations and, therefore, increase capital commitments going forward. In the case of commission with minimum revenue guarantee arrangement, we may change the risk-return profile if the

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minimum revenue guarantee is lowered or removed against a lower commission rate. Furthermore, profit share elements might be introduced or changed.

        We might also shift contractual models in a particular relationship, for example a full rights buy-out model may switch to a commission-based model or vice versa. While, depending on the contractual parameters, the impact in terms of gross profit might not be affected by such changes, they can have a significant impact on the comparability of our results of operations from period to period. For example, if we shift from a full rights buy-out model to a commission-based model, revenue would be lower because, instead of the entire project revenue being recognized, only the commission earned would be accounted for. At the same time, the associated cost of sales will be lower as compared to a full rights buy-out model as no acquisition costs associated with the contract are incurred. Assuming the same gross profit, the absolute profit margin under the contract would be expected to increase significantly.

        Reflecting the strength of the relationships that we have established with rights-in partners, rights-out clients and other stakeholders and the scope of capabilities we are able to offer in the evolving sports ecosystem, we currently anticipate that we will continue to derive significant business from many of the counterparties of contracts set to expire beyond the current term of the relevant contract, including with FIFA and Lega Serie A. We expect to continue to work with FIFA on various projects (including host broadcast production as well as media and sponsorship sales) and to leverage our long-term relationship with Lega Serie A beyond the terms of our existing contracts. We continue to engage with these and other counterparties to identify the nature and scope of our future business in anticipation of the expiry of current contracts.

General Factors Affecting Our Results of Operations

        Our results of operations have been, and will continue to be, affected by a number of general factors, many of which are beyond our control. Please also see "Risk Factors." General factors affecting our business and industry include the following:

•

consumer behavior and its impact on interest in sports;

•

development of technology and the application of such technology to the sports ecosystem;

•

the extent to which rights owners require, or otherwise are inclined to seek, external support to monetize their rights;

•

competition from other market participants for the products and services we provide and from other forms of entertainment in competition with the sports events on which we focus;

•

levels of sponsorship that we are able to attract;

•

legislation and other factors impacting advertising;

•

developments affecting live sports events, such as natural catastrophes, weather, terrorism and the level of host city and other governmental support for such events; and

•

growth in demand for sports content and athlete participation in various markets, including in China.

Specific Factors Affecting our Mass Participation Results of Operations

Number of gross-paid athletes and revenue achieved per gross-paid athlete

        As we derive a significant portion of our revenue directly from gross-paid athletes, the number of gross-paid athletes and the events in which they are participating is a significant factor affecting our mass participation results of operations. The number of gross-paid athletes in our events has increased to 1.3 million in 2018 from 1.0 million and 0.6 million in 2017 and 2016, respectively. We believe this growth

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in the number of gross-paid athletes principally reflects growth in the number of events in the relevant periods through both organic growth and acquisitions as discussed more fully below. The number of gross-paid athletes for a particular event is mainly driven by factors such as:

•

the quality of event execution and/or athlete experience;

•

the strength and prestige of the event brand;

•

the type of mass participation sports event (for example, a 5km running event versus an IRONMAN event);

•

scheduling of alternative events in a given time window;

•

the level and effectiveness of event marketing and promotion;

•

the ease of registration for athletes; and

•

the level of entry fees.

        The popularity of mass participation sports events, which influences the number of gross-paid athletes in events, has in recent years generally benefitted from a trend for consumers in developed countries, and increasingly in developing countries, to be health and fitness conscious. We believe this trend is supported by employers, health insurance providers and governments encouraging physical activity in an effort to defray increasing costs caused by obesity and other related health issues.

        Our average revenue per gross-paid athlete for our IRONMAN and IRONMAN 70.3 events, which together contributed 29% of our Mass Participation segmental revenue in 2018 (32% and 41% in 2017 and 2016, respectively), is significantly higher than most of our other mass participation sports events (albeit that certain events, such as the Cape Epic mountain biking event, also enjoy significant average revenue per gross-paid athlete). This is largely a reflection of higher entry fees we receive for these events, which we believe is a result of the high level of athlete engagement, the quality of event delivery, the strength of our brands and the attractive demographics of participating athletes in these events. Accordingly, these attributes increase the willingness of participants to pay a premium to take part in a coveted event.

        While acquisitions have had the effect of significantly increasing our revenue from this segment (see below "—Acquisitions"), the resulting changes to the mix of our event portfolio have led to a decline in the average revenue per gross-paid athlete achieved between the periods to €110 in 2018 compared with €129 and €158 in 2017 and 2016, respectively.

Acquisitions

        Consistent with our ongoing strategy of focusing on potential acquisition activities that offer us premium-branded events, we have engaged in a series of acquisitions of existing businesses, which together, have expanded the scope of our events business, including into new mass participation sports and new geographic regions, which together have significantly impacted the results of operations for our mass participation sports business in recent years and the comparability of such results between years. We believe we can leverage our existing industry and operational expertise to identify such acquisition opportunities and enhance profitability of the acquired business.

        Over the past three years, we have acquired, among others:

•

2016: Lagardère Unlimited Events AG in January, which added various triathlon, running, cycling and mountain biking events to our portfolio. This acquired business accounted for €9.7 million, €11.3 million and €13.9 million of our revenue in 2018, 2017 and 2016, respectively.

•

2017: CGI in June, which added the Rock 'n' Roll Marathon Series to our portfolio and Cape Epic (Pty) Ltd. in February, which added the Cape Epic mountain biking event to our portfolio. These

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acquired businesses accounted for €54.6 million and €47.2 million of our revenue in 2018 and 2017, respectively.

•

2018: XLETIX in May, which added the XLETIX Challenge and Muddy Angel Run obstacle course racing events to our portfolio. This acquired business accounted for €8.8 million of our revenue in 2018.

        Given our global scale and existing operating structure, we are frequently able to identify synergies to remove a significant amount of the existing cost base of an acquired business, which allows us to improve the profitability of the acquired business in a relatively short time. In addition, we seek to identify synergies between the acquired business and our existing portfolio to grow revenue from sponsorship and other sources, leveraging our existing client base and relationships throughout the sports ecosystem.

Organic changes in event mix

        The results of operations for our Mass Participation segment also have been impacted by the organic growth of our events portfolio realized through the development of new events, as well as through small "bolt-on" or "tuck-in" type acquisitions that are focused on one or several events in a city or nearby cities and are generally completed using cash from operations. These acquisitions tend to be opportunistic, as we identify events that could be readily converted into one of our branded events. While we can, and often do, develop new events ourselves, these types of acquisitions provide us the benefit of speed and simplicity as the events already have the permits and local relationships that are critical to our business. We view these types of acquisitions as organic growth (as opposed to acquisitions of existing businesses, see "—Acquisitions") and, while we may retain personnel relating to the events we acquire, we generally integrate the operation of the events into our existing event portfolio.

        We actively assess our event portfolio on an ongoing basis and from time to time strategically decide to shut down or move events generating lower profit margins and instead selectively focus on events that we believe offer our athletes a better experience and thereby generate the potential for higher levels of profitability.

Our ability to monetize our sport intellectual properties

        We seek to create further value from our mass participation sports events through sponsorship, licensing and merchandising. The key value drivers of sponsorship revenue include the number and quality of the participating athletes as well as fit to attractive brands and sponsorship categories; access to the sponsorship network and corresponding sales capabilities; ability to create sponsorship value and extract value from sports brands.

        Merchandising revenue drivers include the number of participating athletes competing in our events, the quality and breadth of assortment, the individual price point of key items and the strength of the sports brands. During the past three years, our merchandise revenue has benefitted from an expansion of the merchandise we offer to athletes and our efforts to emphasize merchandise opportunities at events.

Specific Factors Affecting our Spectator Sports Results of Operations

        The sports ecosystem in which we operate continues to evolve. See "Business—The Sports Ecosystem in which We Operate—The Evolving Sports Ecosystem." In this evolving landscape, the requirements of rights owners and rights-out clients have become increasingly complex. As a full-service sports events, media and marketing platform, we believe we have the capabilities to provide solutions to our partners across the value chain of the sports ecosystem and maximize the revenue and profitability opportunities separate from and in addition to the compensation we receive through the traditional rights-in, rights-out arrangements, for example through our DPSS capabilities. See "Business—Our Role in the Sports Ecosystem and Our Value Proposition" and "—Specific Factors Affecting our Spectator Sports Results of Operations—Provision of value-added services to rights owners and rights-out clients."

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        Our Spectator Sports segment includes an extensive portfolio of sports, including football, winter sports and summer sports. The financial performance of our Spectator Sports segment is primarily affected by the mix of the rights-in arrangements in our portfolio and our ability to monetize such rights through rights-out arrangements as well as the scope of services that we provide rights owners and rights-out clients in connection with such arrangements. Our results of operations from our Spectator Sports segment are also affected by the cyclicality of major sports events. See "—Other Factors Affecting our Results of Operations across Segments—Cyclicality."

Extent and mix of rights-in arrangements

        We place high emphasis on our relationship with our rights-in partners and strive to build long-term relationships. Notwithstanding our success in achieving such relationships, our portfolio of rights-in contracts and the scope of rights provided for in those contracts change over time. As we enter into new contracts, the contractual model and the scope of our contractual relationship can change (the scope may either expand or contract), which can have significant implications on our levels of revenue and profitability achieved from a particular relationship, in positive or negative ways.

        In general, our portfolio of partners in our Spectator Sports segment has been relatively stable in recent years. As of December 31, 2018, we had in total 160 rights-in partners compared, with 153 and 168 rights-in partners as of December 31, 2017 and 2016, respectively. We had over 250 contracts across football, winter sports and summer sports as of each of December 2018, 2017 and 2016.

        In recent years, football has been the largest single contributor of our Spectator Sports segmental revenue and gross profit. In 2018, football accounted for 48% of Spectator Sports segmental revenue (47% and 45% in 2017 and 2016, respectively), while winter sports and summer sports accounted for 30% and 22%, respectively, of Spectator Sports segmental revenue in 2018 (30% and 23%, respectively, in 2017, and 30% and 25%, respectively, in 2016). Given the relatively higher ratio of commission-based contracts within our football portfolio, and the fact that only commission revenue for such contracts is accounted for in our consolidated statement of profit or loss, our football portfolio generally has higher gross margins compared with the rest of our Spectator Sports segment.

        We have in recent years developed our portfolio by retaining and extending existing rights-in contracts, such as with the DFB, and by enhancing it through newly acquired rights, including in respect of basketball, badminton, rugby and professional cycling, which has had a positive development on our results of operations. Leveraging our relationships and expertise, we have also partnered and launched new events in our Spectator Sports segment across football (China Cup), winter sports (Champions Hockey League) and summer sports (Union Cycliste Internationale, or UCI, Tour of Guangxi). This offers revenue and profitability opportunities separate from, and in addition to, that which we receive through traditional rights-in, rights-out arrangements (for example, ticketing).

        Our results of operations have been impacted by the decision of certain rights owners with the financial resources, organizational capabilities and/or strategic focus to develop in-house capabilities to monetize their rights themselves, reduce their level of engagement with us and monetize their rights in-house. For example, our contract with FIFA to manage the distribution of the extensive FIFA films archive was not renewed in 2018 as FIFA decided to bring this business in-house. In addition, in 2017, the CBA reduced the scope of the relationship between them and us in relation to the CBA League and the CBA All-Star Game. As a result, we are no longer the exclusive partner to the CBA for the sale of sponsorship and media rights for these events. This reduction adversely impacted our revenue in 2018 and 2017 compared with 2016. Notwithstanding this change in the scope of the relationship between the CBA and us, we have continued to engage with the CBA, for example as their partner for its 3x3 Road to Olympics tournament. See also "Business—Our Segments—Spectator Sports—Our Sports and Strategic Partners."

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        For our part, we continue to assess the profitability of our contract portfolio and may seek to end relationships, which we identify as no longer economically advantageous. For example, in 2016, we chose not to extend a loss-making contract relating to an Italian football club, as the relationship with the club had proven less strategic to us than originally expected. While this adversely impacted our revenue following the end of the relationship, it had a positive implication for our profitability.

Extent and mix of rights-out arrangements

        A key element of our spectator sports business is identifying and exploiting opportunities to generate revenue from the rights we handle on a rights-in basis. See "Business—Our Segments—Spectator Sports—Generating Revenue from Rights (Rights-Out)." As of December 31, 2018, we worked with more than 750 brands and more than 120 media broadcasters. We have built long-standing relationships with many rights-out clients worldwide and benefit from being able to offer such clients a wide array of services as well as a significant portfolio of rights, offering us a significant opportunity to cross-sell.

Provision of value-added services to rights owners and rights-out clients

        Our spectator sports business has been evolving away from a purely traditional rights-in, rights-out business as rights owners and rights-out clients seek our services, using our DPSS capabilities, in a variety of areas. As a result, our engagements with rights-in partners or rights-out clients, in general, have, in many cases, become broader and more complex than was historically the case.

        In addition, we regularly review, develop and implement new partnership and monetization approaches which may include, for example, a direct-to-consumer, or D2C, business model (this may be through OTT or other digital distribution platforms), and distribution and/or representation partnerships with technology providers (conducted mainly through our Infront Lab).

        Through iX.co (rebranded from Infront Digital in May 2019) and our Brands 360 division, our business mix increasingly reflects our ability to deliver brand value through a suite of brand-focused services and creative client-driven solutions. We go beyond connecting rights owners and brands, and enable brands to create meaningful and enduring relationships with consumers, both on- and offline. Our enhanced approach follows a consultative philosophy—ensuring brand objectives dictate strategy and tactics—and access to industry-leading digital solutions and capabilities. As such, we service our existing and future partners with digital services ranging from strategy to activation to technology service. In addition, through iX.co we can diversify our revenue streams, for example by adding revenue from digital services, software and platform licensing, ad-supported video-on-demand / media buying, and ad tech and data science consulting. For a description of iX.co and Brands 360, see also "Business—Our Segments—Spectator Sports—Operations and Key Capabilities."

        In an attempt to further drive D2C revenue, we have also sought to implement an IP-based approach, including through our investments in Level 99 and COPA90, focusing on building and growing digital reach and engagement through fully independent media outlets, both owning the associated media brand and audience and directly engaging fan communities and monetizing such relationships.

        As we do not anticipate that many of our rights-in partners will have the inclination or financial resources to develop themselves many of the specialized services required in the evolving sports ecosystem, we consider our ability to provide such services as a potential key driver of retaining relationships with our partners and expand such relationships. For example, we have in recent years expanded our engagements with the FIS, FIBA, EHF and BWF by offering a wide range of sports-related services, such as digital solutions services, media production and broadcaster services. In introducing new services, however, we may lose the ability to provide more traditional services or may find that traditional services we are offering are obsolete or otherwise unattractive.

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Acquisitions

        The results of operations for our Spectator Sports segment have also been impacted by acquisitions. For example, in February 2019, we acquired Youthstream, the owner of the exclusive media, sponsorship and global promotional rights to the FIM MXGP Motocross World Championship until the 2036 season.

Specific Factors Affecting our DPSS Results of Operations

Extent and mix of service contract portfolio

        As of December 31, 2018, we had in total 81 service contracts in our DPSS segment, which are separate contracts entered into with partners for the provision of services (distinguishing them from our traditional Spectator Sports arrangements), including competence for host broadcast production, digital media as well as sports solutions. See "—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments" for an explanation of how we allocate revenue and costs between our Spectator Sports and DPSS segments.

        Media production is the largest contributor to our DPSS segmental revenue and profit. Our media production is mainly focused on the provision of television and radio feeds used by broadcasters. Since 1999, we have been involved in various specialized production-related areas supporting FIFA, including FIFA World Cup™ events and other FIFA events. In recent years, we were responsible for the host broadcast production of the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™, leading up to, and including, the 2018 FIFA World Cup Russia™. See "—Other Factors Affecting our Results of Operations across Segments—Cyclicality" for a discussion of the impact of this business on the comparability of our results between periods. FIFA also mandated us to provide such services for FIFA's current event cycle, including the 2019 Women's FIFA World Cup France™ and the 2022 FIFA World Cup Qatar™.

        Our revenue from media production in the past three years also relates to the end-to-end media production services we have provided for most of Lega Serie A games as well as for the Italian Cup (Coppa Italia) and Italian Supercup (Supercoppa Italiana) under arrangements that are generally set to expire at the end of the 2020/21 season (June 2021). At the end of the 2017/18 season, a component of our relationship with Lega Serie A (relating to selling access to TV signals) expired, which had generated reimbursement revenues. Our results of operations in 2016 benefitted from our involvement with the Copa América Centenario and UEFA EURO™ (planning and management of the International Broadcast Centre) football events in that year. UEFA also mandated us to provide such services in relation to UEFA EURO 2020™.

        In recent years, we have also achieved revenue growth in our digital media business. We have done so primarily by expanding the geographical focus (from the U.S. centric business of Omnigon at the time of its acquisition in 2016 (see "—Acquisitions")), particularly into Europe, and offering digital solutions to existing partners to whom we previously did not offer such digital solutions as well as to new partners (namely outside the scope of a rights-in or rights-out arrangement). We have sought to focus in recent years on larger, more complex digital media opportunities, which has had a positive impact on revenue and profitability.

Acquisitions

        We have sought to strengthen our digital media capabilities through acquisitions and investments. In January 2016, we acquired a majority stake in Omnigon, a leader in the development of digital platforms and social products as well as in the provision of related professional services. We increased our stake in Omnigon from 51% to 72% in February 2018 and acquired the remaining 28% in April 2019. In 2018, we also acquired a majority stake in Yongda, which focuses on media production related services in China, in

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particular the production of professional cycling races, such as the UCI Tour of Guangxi and the Tour of Qinghai.

Other Factors Affecting our Results of Operations across Segments

Cyclicality

        Cyclicality driven by the timing cycle of sports events has a significant impact on the comparability of our results from one year to the next, particularly in our Spectator Sports and DPSS segments. Some major sports events for which we hold rights or provide services only take place on a biennial basis. This includes the FIS Ski World Championships and the CEV European Championships in volleyball, which each occur only in odd years (most recently, 2017), and the EHF EURO Championships in handball, which occur in even years (most recently, 2018 and 2016). Other major sports events occur on a quadrennial basis (such as the FIFA World Cup™ and UEFA EURO™ football events). While some revenue from such events in accordance with our revenue recognition policy may be recorded in years leading up to the event, the revenue from such events tends to be most significant in the year of the event, resulting in significant fluctuations in our results of operations between years. For example, FIFA-related revenue increased over the past three years in line with the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™, leading up to, and including, the 2018 FIFA World Cup Russia™.

        The comparability of our results of operations from our DPSS segment is particularly impacted by cyclicality due to our media production contracts for key events held every four years, such as the FIFA World Cup™ and the FIFA Confederations Cup™. Our agreements as host broadcaster for such events are mainly on a cost-plus basis where we pass on revenue received and are reimbursed fully for our expensed production costs and paid a profit margin on top. See "—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments" for a discussion of this contract model and the recognition of related revenue and costs (reimbursement revenues and reimbursement costs) in our consolidated statement of profit or loss. In 2018, our reimbursement revenues were €219.2 million, compared with €62.8 million and €43.0 million in 2017 and 2016, respectively, with this variance mainly due to media production activity in connection with the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™ and the 2018 FIFA World Cup Russia™.

Seasonality

        Most of the event-related revenue as well as event-related expenses are recognized in the month in which an event occurs. In particular for our Mass Participation segment, revenue and direct expenses tend to be higher in the third and fourth quarters of our fiscal year given our event calendar.

        Revenue generation in our Spectator Sports segment tends to be lower in the third quarter as winter sports events have not yet commenced and there is less activity in European football compared with other quarters. Over the course of the four quarters, gross profit shows a largely similar pattern to revenue.

        Other than in years of a FIFA World Cup™, our results of operations in our DPSS segment tend to have less seasonal fluctuations compared with our other segments as a result of limited seasonality in the event-related DPSS business, such as the Lega Serie A host broadcast production, which spans a large portion of the year, as well as lack of seasonality in other portions of the business, such as digital media advisory.

        Generally, our overhead expenses, such as personnel as well as office and administration expenses, do not show the same volatility throughout the year compared with fluctuations in revenue and gross profit, as they are not primarily impacted by peaks in operational activities in the same way as direct project income and expenditure. Our depreciation and amortization expenses as well as our financial expenses are generally also stable throughout the year.

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Taxation

        Our effective corporate income tax rate is driven and determined by the extent of our business in a particular period subject to the corporate income tax rate of a given jurisdiction and the corporate income tax rates in such jurisdictions.

        We operate across various jurisdictions and our effective corporate income tax rate reflects our strong presence in some relatively high tax jurisdictions, such as Italy, Germany and China. Such high corporate income tax rates can only be partially offset by business generated in tax jurisdictions with moderate tax rates, such as Switzerland and Singapore. Our effective corporate tax rates for 2018 and 2017 benefitted from the reduction of the U.S. federal corporate income tax rate in the United States to 21% from 35% for the 2018 U.S. tax year as a result of the enactment of the U.S. Tax Cuts and Jobs Act in December 2017. This tax reform reduced our effective tax rate also in 2017 as it resulted in a release of deferred tax liabilities and a decrease in deferred tax expenses.

Foreign exchange fluctuations

        We conduct our business primarily in several major currencies, most notably the euro, the U.S. dollar, the Swiss franc and, more recently, the Chinese yuan, while our reporting currency is the euro. Movements in foreign exchange rates between euros and such other currencies may materially impact our results of operations either due to transactional (receipt of revenue or incurrence of expenses, including in connection with our borrowings, in a currency other than euros) or translational (translation of foreign currency values into euros for the presentation of our consolidated financial results) effects.

        For further information as to our foreign currency exposures, including a risk and sensitivity analysis in respect of the past three years, see "—Quantitative and Qualitative Disclosures about Market Risk—Foreign currency risk" and Note 27 to our audited consolidated financial statements.

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Our Results of Operations

        The following table presents consolidated profit or loss data for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)						(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)
Revenue(1)		275,781			245,619			234,104			1,293,595			1,129,186			954,598			877,247
Of which, reimbursement revenues(2)(3)		(58	)		(52	)		12,685			251,151			219,231			62,820			43,009
Cost of sales(4)		(208,281	)		(185,501	)		(152,479	)		(875,001	)		(763,793	)		(624,093	)		(599,980	)
Of which, reimbursement costs(2)(3)		(165	)		(147	)		(12,942	)		(247,930	)		(216,419	)		(63,666	)		(43,013	)
Gross profit		67,500			60,118			81,625			418,594			365,393			330,505			277,267
Personnel expenses(5)		(37,539	)		(33,433	)		(33,138	)		(165,462	)		(144,433	)		(135,105	)		(115,213	)
Selling, office and administrative expenses(6)		(14,244	)		(12,686	)		(12,343	)		(59,620	)		(52,043	)		(54,710	)		(53,529	)
Depreciation and amortization		(8,814	)		(7,850	)		(7,567	)		(37,628	)		(32,846	)		(22,129	)		(22,142	)
Impairment of goodwill		—			—			—			—			—			—			(74,010	)
Other operating income/(expense), net(7)		1,136			1,012			(17,301	)		(30,703	)		(26,801	)		2,882			6,821
Finance costs(8)		(11,634	)		(10,362	)		(13,005	)		(61,531	)		(53,711	)		(53,300	)		(44,761	)
Finance income(9)		731			651			5,838			13,566			11,842			27,871			15,950
Share of profit/(loss) of associates and joint ventures(10)		154			137			(316	)		6,376			5,566			509			393
Profit/(loss) before tax		(2,710	)		(2,413	)		3,793			83,591			72,967			96,523			(9,224	)
Income tax		(6,987	)		(6,223	)		8			(21,175	)		(18,955	)		(17,731	)		(20,021	)
Profit/(loss) for the period		(9,697	)		(8,636	)		3,801			61,876			54,012			78,792			(29,245	)
Gross margin(11) (%)		24.5			24.5			34.9			32.4			32.4			34.6			31.6

(1)

For a description of our revenue and our revenue recognition policy, see Note 2.3(d) and Note 2.3(e) to our audited consolidated financial statements.

(2)

Total reimbursement revenues and reimbursement costs generally match one another, resulting in a negligible gross margin impact. See discussion of our cost-plus contractual model in "—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments" and "—Other Factors Affecting our Results of Operations across Segments—Cyclicality."

(3)

The limited, negative reimbursement revenues and reimbursement costs in the three months ended March 31, 2019 relate to foreign exchange movements on accruals that were booked in respect of media production services in 2018 for which invoices were issued or received in 2019.

(4)

For a description of our cost of sales (by segment), see Note 4 to our interim condensed consolidated financial statements and Note 4 to our audited consolidated financial statements.

(5)

Includes overhead personnel expenses including wages, salaries and payroll benefits as well as social security expenses, pension expenses, stock-based compensation expenses and other personnel expenses (such as board member fees, training and education), other than such expenses included in cost of sales.

(6)

Includes professional service expenses, marketing expenses, travel expenses and other expenses (such as consulting, vehicle and communication-related expenses).

(7)

Includes income from government grants, as well as re-measurement of contingent consideration (net), gain on financial instruments and other operating income and net of expenses relating to losses on the disposal of subsidiaries, various taxes other than income tax, legal claim expenses, bad debt expenses and other expenses.

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(8)

Consist primarily of interest expense on bank loans, overdrafts and other loans, as well as interest expense on lease liabilities, bank charges, losses on derivative financial instruments at fair value through profit or loss, foreign exchange losses and other finance costs.

(9)

Consists of interest income, gains on derivative financial instruments at fair value through profit or loss, dividend income, foreign exchange gains and other finance income.

(10)

Relates to income generated from companies in which we have significant influence but which are not controlled by us. Changes between the periods are due to the timing of the events to which these enterprises relate. The increase in 2018 compared with 2017 related to production-related activities in connection with the Jakarta Asian Games 2018.

(11)

Represents gross profit as a percentage of revenue for the relevant period.

Three Months Ended March 31, 2019 and 2018

Revenue

        Our revenue was €245.6 million for the three months ended March 31, 2019, a 4.9% increase compared with the same period in 2018 (€234.1 million). The increase principally reflected higher revenue from our Spectator Sports segment in the three months ended March 31, 2019 as a result of the FIS World Championships having taken place in the early months of 2019 (and not in 2018), which more than offset the impact of the EHF European Championships for men and the 2018 FIFA World Cup Russia™ having each occurred in 2018 (and not in 2019). The increase in revenue from our Spectator Sports segment was partially offset by lower revenue from our DPSS segment in the three months ended March 31, 2019 as we had no reimbursement revenues during this period compared with significant reimbursement revenues from media production services in connection with Lega Serie A games and in the lead-up to the 2018 FIFA World Cup Russia™ in the same period in 2018. Our revenue from our Mass Participation segment improved slightly between the periods as a result of increased athlete participation in our marathon events in China, including Rock 'n' Roll Marathon Series events. See "—Segmental Results of Operations."

Cost of sales

        Our cost of sales was €185.5 million for the three months ended March 31, 2019, a 21.7% increase compared with the same period in 2018 (€152.5 million). The increase principally reflected higher rights-in and service costs from our Spectator Sports segment in connection with the FIS World Championships, which more than offset a reduction in cost of sales due to the EHF European Championships having occurred in 2018 (and not in 2019). The increase in costs from our Spectator Sports segment was partially offset by the decrease in costs from our DPSS segment due principally to the level of reimbursement costs from media production services in 2018 (and the absence of such costs in 2019). See "—Segmental Results of Operations."

Gross margin

        Our gross margin was 24.5% for the three months ended March 31, 2019, a 10.4-percentage point margin decline compared with the same period in 2018 (34.9%). The margin decline was primarily attributable to a margin decline in the Spectator Sports segment reflecting event cyclicality in our portfolio. See "—Segmental Results of Operations." The margin decline between the periods also reflected the impact of a €6.0 million revenue deduction in 2019 based on the amount that has been estimated to be paid as compensation in connection with fraudulent activities discovered by Infront. See "—Internal Control over Financial Reporting."

Personnel expenses

        Our personnel expenses were €33.4 million for the three months ended March 31, 2019, a 0.9% increase compared with the same period in 2018 (€33.1 million). The increase principally reflected higher staff numbers for the three months ended March 31, 2019 with average salary per employee remaining relatively stable between the periods. The increase in salary was partially offset by the decrease in share-

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based compensation expenses. This decrease was mainly due to the relatively high level of such expenses incurred in the three months ended March 31, 2018 based on vesting schedules and settlement of restricted shares previously owned by WEH management incurred in the three months ended March 31, 2019.

Selling, office and administrative expenses

        Our selling, office and administrative expenses were €12.7 million for the three months ended March 31, 2019, a 2.8% increase compared with the same period in 2018 (€12.3 million). The increase principally reflected higher professional fees incurred in connection with the acquisition of Youthstream in February 2019 and the preparations for this offering.

Other operating (expense)/income, net

        Our other operating income, net, was €1.0 million for the three months ended March 31, 2019 compared with €17.3 million of other operating expense, net, during the same period in 2018. Our other operating income, net, in the three months ended March 31, 2019 reflected €1.0 million in income recognized as a result of a partial release of a provision relating to a disposal of a business in 2012. The €17.3 million of other operating expense, net, for the three months ended March 31, 2018 principally reflected the expected credit losses in trade accounts receivable that we had outstanding relating to Italian football-related services provided to a sport marketing and media rights firm (MP & Silva), as well as on contract assets, as a result of the initiation of MP & Silva's insolvency process.

Net finance costs

        Our net finance costs were €9.7 million for the three months ended March 31, 2019, a 35.5% increase compared with the same period in 2018 (€7.2 million). The increase principally reflected interest expenses and foreign exchange translation losses in connection with our unsecured senior 364-day term loan facility under which we borrowed US$400 million (€356.2 million) in March 2019 (see "—Indebtedness").

Income tax

        Our income tax expense was €6.2 million for the three months ended March 31, 2019, a significant increase compared with the same period in 2018. For the three months ended March 31, 2018, our income tax expense benefitted from the application of a deferred tax expenses credit as a result of expected credit losses we had from MP & Silva's insolvency and tax losses carried forward.

Years ended December 31, 2018, 2017 and 2016

Revenue

        Our revenue was €1.1 billion in 2018, an 18.3% increase compared with 2017 (€954.6 million), which reflected an 8.8% increase compared with 2016 (€877.2 million).

        2018 compared with 2017.    The 18.3% increase in 2018 compared with 2017 principally reflected a €156.4 million increase in reimbursement revenues, principally attributable to our media production activities in our DPSS segment in connection with the 2018 FIFA World Cup Russia™. Excluding these reimbursement revenues, our revenue increased in 2018 compared with 2017 principally due to higher revenue from our Mass Participation segment due to the integration of acquisitions and organic growth as well as revenue growth from our DPSS segment. The increases in revenue from these segments were partially offset by the decrease in revenue in our Spectator Sports segment, from our summer sports portfolio and, to a lesser extent, our football and winter sports portfolios. See "—Segmental Results of Operations."

        2017 compared with 2016.    The 8.8% increase in 2017 compared with 2016 reflected 28.1% revenue growth from our Mass Participation segment due to the impact of acquisitions and organic growth and, to a

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lesser extent, revenue growth from our DPSS and Spectator Sports segments, each of which having been impacted by cyclicality effects between the periods. See "—Segmental Results of Operations."

Cost of sales

        Our cost of sales was €763.8 million in 2018, a 22.4% increase compared with 2017 (€624.1 million), which reflected a 4.0% increase compared with 2016 (€600.0 million).

        2018 compared with 2017.    The 22.4% increase in 2018 compared with 2017 principally reflected a €152.8 million increase in reimbursement costs between the periods principally attributable to our media production activities in our DPSS segment in connection with the 2018 FIFA World Cup Russia™. Excluding these reimbursement costs, our total cost of sales decreased in 2018 compared with 2017, principally due to lower cost of sales from our Spectator Sports segment reflecting the full year impact of the CBA's decision in 2017 to reduce the scope of the relationship between them and us in relation to the CBA League and the CBA All-Star Game covering the sale of sponsorship and media rights. In addition, the decline in our cost of sales in 2018 compared with 2017 reflected a decrease in production costs relating to the Lega Serie A and FIFA events in our DPSS segment. Such factors were offset partially by higher cost of sales from our Mass Participation segment driven by the growth of our business.

        2017 compared with 2016.    The 4.0% increase in 2017 compared with 2016 was primarily attributable to the higher event organization costs in our Mass Participation segment driven by the growth of our business. The increase also reflected higher cost of sales from our DPSS segment relating to production activities, principally in connection with the FIFA events cycle (the 2017 FIFA Confederations Cup Russia™). The increases in cost of sales from these segments were partially offset by the decrease in costs in our Spectator Sports segment due to the CBA's decision in 2017 to reduce the scope of the relationship between them and us in relation to the CBA League and the CBA All-Star Game covering the sale of sponsorship and media rights.

Gross margin

        Our gross margin was 32.4% in 2018, a 2.2-percentage point margin decline compared with 2017 (34.6%), which reflected a 3.0-percentage point margin enhancement compared with 2016 (31.6%).

        2018 compared with 2017.    The 2.2-percentage point margin decline in 2018 compared with 2017 was primarily attributable to a margin decline in the DPSS segment principally reflecting the impact of the higher reimbursement revenues in 2018 and a slight margin decline in the Mass Participation segment reflecting event mix, and was partially offset by margin improvement in our Spectator Sports segment. See "—Segmental Results of Operations."

        2017 compared with 2016.    The 3.0-percentage point margin improvement in 2017 compared with 2016 was primarily attributed to our Spectator Sports segment and was partially offset by a slight margin contraction in our Mass Participation and DPSS segments. See "—Segmental Results of Operations."

Personnel expenses

        Our personnel expenses were €144.4 million in 2018, a 6.9% increase compared with 2017 (€135.1 million), which reflected a 17.3% increase compared with 2016 (€115.2 million).

        2018 compared with 2017.    The 6.9% increase in 2018 compared with 2017 principally reflected higher staff numbers in 2018 (to 1,624 as of December 31, 2018, from 1,425 as of December 31, 2017) with average salary per employee remaining relatively stable between the periods. The higher staff numbers principally reflected further build-up of iX.co. The increase in personnel expenses also reflected the full year impact of new personnel who joined us as a result of the acquisitions in our Mass Participation segment in 2017 as well as the acquisition of XLETIX in 2018. The increase of salary was partially offset by

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the decrease in share-based compensation expenses in 2018. The decrease was mainly due to the relatively high level of such expenses incurred in 2017 both as a result of the adoption of an equity incentive plan for WEH in December 2017 and due to most of the expenses in respect of the equity incentive plan of Infront having been charged prior to 2018 based on the vesting schedule. See Note 35 to our audited consolidated financial statements for further information on our historical share-based payments.

        2017 compared with 2016.    The 17.3% increase in 2017 compared with 2016 principally reflected an increase in staff numbers (to 1,425 as of December 31, 2017, from 1,283 as of December 31, 2016) with average salary per employee remaining relatively stable between the periods. The higher staff numbers principally reflected the build-up of our production-related personnel for the 2018 FIFA World Cup Russia™ as well as the addition of new personnel, mainly in Singapore and France, brought in to address new events (badminton and rugby) in our portfolio as well as new personnel joining as a result of the acquisitions in our Mass Participation segment. In addition, in 2017, we recognized €16.4 million in share-based compensation expense relating to the equity incentive plan of Infront and WEH, compared with €7.1 million recognized in 2016. The increase of share-based compensation was mainly due to the equity incentive plan for WEH, which was adopted in December 2017. See Note 35 to our audited consolidated financial statements for further information on our historical share-based payments.

Selling, office and administrative expenses

        Our selling, office and administrative expenses were €52.0 million in 2018, a 4.9% decrease compared with 2017 (€54.7 million), which reflected a 2.2% increase compared with 2016 (€53.5 million).

        2018 compared with 2017.    The 4.9% decrease in 2018 compared with 2017 principally reflected lower office rent and maintenance expenses in 2018, reflecting the adoption of IFRS 16 effective January 1, 2018, which meant only short-term leases and low value assets were charged as expenses in this line item. The impact of this more than offset higher marketing expenses in 2018, reflecting the full year impact of marketing spend relating to the acquisition of CGI in 2017, as well as higher professional fees incurred in 2018, principally in relation to preparations for this offering.

        2017 compared with 2016.    The 2.2% increase in 2017 compared with 2016 principally reflected expenses associated with our Mass Participation acquisitions, including higher marketing expense due to the acquisition of CGI. The Rock 'n' Roll Marathon Series business requires a higher level of marketing spend in proportion to related revenue, compared with our existing Mass Participation portfolio. The increase also reflected higher real estate expenses related to an expansion of WEH's corporate headquarters. The impact of these factors more than offset cost improvements elsewhere in our business due to the implementation of stricter cost controls as well as a reduction in professional fees incurred between the periods.

Depreciation and amortization

        Our depreciation and amortization expenses were €32.8 million in 2018, a 48.4% increase compared with 2017 (€22.1 million) and 2016 (€22.1 million). The 48.4% increase in 2018 compared with 2017 principally reflected the adoption of IFRS 16. In accordance with IFRS 16, we capitalize our right-to-use assets, and depreciate such assets using the straight-line method from the commencement date of the contract to the earlier of the end of the useful life of the right-to-use asset and the end of the lease term. See Note 2.4 to our audited consolidated financial statements for further information.

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Impairment of goodwill

        The €74.0 million goodwill impairment in 2016 related to the goodwill derived from the acquisition of WEH on November 18, 2015. The annual impairment test in 2016 indicated the carrying amount of goodwill exceeded its recoverable amount. Further details are given in Note 23 to our audited consolidated financial statements.

Other operating income/(expense), net

        In 2018, our other operating expenses, net, were €26.8 million, compared with other operating income, net, in 2017 of €2.9 million, which reflected a 57.7% decrease compared with 2016 (other operating income, net, of €6.8 million).

        2018 compared with 2017.    The decrease in 2018 compared with 2017 principally reflected expected credit losses of €25.0 million in trade accounts receivable that we had outstanding relating to Italian football-related services provided to a sport marketing and media rights firm (MP & Silva), as well as on contract assets, as a result of the initiation of MP & Silva's insolvency process.

        2017 compared with 2016.    The 57.7% decrease in 2017 compared with 2016 was principally due to increased bad debt expenses and legal claim expenses in 2017 relating to the insolvency of two German Football clubs and the partial or full writing-off of receivables relating to Italian football club business, as well as provisions taken in 2017 relating to disputes with some employees and consultants in Italy.

Net finance costs

        Our net finance costs (finance costs minus finance income) were €41.9 million in 2018, a 64.7% increase compared with 2017 (€25.4 million), which reflected a 11.7% decrease compared with 2016 (€28.8 million).

        2018 compared with 2017.    The 64.7% increase in 2018 compared with 2017 principally reflected the foreign-exchange translation losses as well as the impact of the termination in May 2018 of a cross-currency swap which was entered into in July 2016 relating to a loan made to us by Dalian Wanda Group.

        2017 compared with 2016.    The 11.7% decrease of net finance costs in 2017 compared with 2016 principally reflected higher interest income in 2017 driven by the full year impact of such income earned on the cross-currency swap which was entered into in July 2016 (and repaid in 2018) and foreign exchange translation gains.

Income tax

        Our income tax expense was €19.0 million in 2018, a 6.9% increase compared with 2017 (€17.7 million), which reflected a 11.4% decrease compared with 2016 (€20.0 million).

        2018 compared with 2017.    The 6.9% increase in 2018 compared with 2017 principally reflected a higher effective tax rate in 2018 (26.0%) compared with 2017 (18.4%), principally due to the absence in 2018 of a release of a deferred tax liability as occurred in 2017 due to passage of the U.S. tax reforms in 2017.

        2017 compared with 2016.    We had lower income tax expense in 2017 compared with 2016, principally due to the U.S. tax reforms in 2017 which released deferred tax liability and decreased deferred tax expenses.

Segmental Results of Operations

        Our reporting segments are Mass Participation, Spectator Sports and DPSS.

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Mass Participation

        The following table presents our segmental revenue, cost of sales, gross profit and gross margin for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)						(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)
Total segmental revenue		33,691			30,006			29,268			325,443			284,081			251,450			196,356
Total segmental cost of sales		(26,083	)		(23,230	)		(22,373	)		(209,902	)		(183,225	)		(161,168	)		(121,486	)
Segmental gross profit		7,608			6,776			6,895			115,541			100,856			90,282			74,870
Segmental gross margin(1) (%)		22.6			22.6			23.6			35.5			35.5			35.9			38.1

(1)

Represents segmental gross profit as a percentage of the total segmental revenue for the relevant period.

Three Months Ended March 31, 2019 and 2018

        Segmental revenue.    Our revenue (and costs of sales) from our Mass Participation segment tend to be lower in the first quarter of our fiscal year compared with other quarters, in particular, the third and fourth quarters, due to the timing of events in our events calendar. See "—Other Factors Affecting our Results of Operations across Segments—Seasonality."

        Total revenue in our Mass Participation segment was €30.0 million for the three months ended March 31, 2019, a 2.5% increase compared with the same period in 2018 (€29.3 million). While the number of events in the three months ended March 31, 2019 and 2018 remained relatively stable (29 and 31 events during the period in 2019 and 2018, respectively), revenue from our Mass Participation segment improved slightly in the period in 2019 compared with 2018 as a result of increased athlete participation in our marathon events in China, including Rock 'n' Roll Marathon Series events.

        Segmental gross margin.    Our gross margin in our Mass Participation segment was 22.6% for the three months ended March 31, 2019, a 1.0-percentage point decrease compared with the same period in 2018 (23.6%). The 1.0-percentage point decrease was principally due to the impact of an increase in the proportion of total revenue that marathon events represented in the three months ended March 31, 2019 compared with the same period in 2018. Such events generally have lower profit margins as compared with other events in our portfolio, such as IRONMAN and IRONMAN 70.3 events.

Years ended December 31, 2018, 2017 and 2016

        Segmental revenue.    Total revenue in our Mass Participation segment was €284.1 million in 2018, a 13.0% increase compared with 2017 (€251.5 million), which reflected a 28.1% increase compared with 2016 (€196.4 million).

        2018 compared with 2017.    The 13.0% increase in 2018 compared with 2017 principally reflected the full year impact of the CGI acquisition as well as further growth in the related business and the acquisition of XLETIX in 2018. The increase also reflected organic growth otherwise in our events portfolio, including the addition of a number of new IRONMAN 70.3 events as well as increased sponsorship revenue.

        2017 compared with 2016.    The 28.1% increase in 2017 compared with 2016 principally related to higher running and mountain-biking related revenue following the acquisition of Cape Epic (Pty) Ltd. in February 2017 and of CGI in June 2017, which added the Rock 'n' Roll Marathon Series to our portfolio, and the full year impact of an acquisition in 2016 (Lagardère Unlimited Events AG). The increase also

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reflected organic growth in our events portfolio, including the net addition in 2017 of new IRONMAN and IRONMAN 70.3 events as well as other events in China utilizing our brands (IRONMAN 70.3 events and Rock 'n' Roll Marathon Series). We also benefitted from the increase in merchandise sales per gross-paid athlete at existing IRONMAN and IRONMAN 70.3 events.

        Segmental gross margin.    Our gross margin in our Mass Participation segment was 35.5% in 2018, a 0.4-percentage point decline compared with 2017 (35.9%), which reflected a 2.2-percentage point decline compared with 2016 (38.1%).

        2018 compared with 2017.    The 0.4-percentage point decline in 2018 compared with 2017 was principally due to the full year impact in 2018 of the acquisitions in 2017. The acquired events had generally lower profit margins as compared to IRONMAN and IRONMAN 70.3 events.

        2017 compared with 2016.    The 2.2-percentage point decline in gross margin in 2017 compared with 2016 was primarily due to the acquisitions, through which we acquired events having generally lower profit margins as compared to IRONMAN and IRONMAN 70.3 events.

Spectator Sports

        The following table presents our segmental revenue, cost of sales, gross profit and gross margin for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)						(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)
Total segmental revenue		217,973			194,133			169,140			600,095			523,826			547,072			537,749
Total segmental cost of sales		(168,613	)		(150,172	)		(106,052	)		(361,625	)		(315,664	)		(349,018	)		(375,514	)
Segmental gross profit		49,360			43,961			63,088			238,470			208,162			198,054			162,235
Segmental gross margin(1) (%)		22.6			22.6			37.3			39.7			39.7			36.2			30.2

(1)

Represents segmental gross profit as a percentage of the total segmental revenue for the relevant period.

Three Months Ended March 31, 2019 and 2018

        Segmental revenue.    Total revenue in our Spectator Sports segment was €194.1 million for the three months ended March 31, 2019, a 14.8% increase compared with the same period in 2018 (€169.1 million). The increase principally reflected an increase in revenue from our winter sports portfolio, mainly due to the FIS World Championships having occurred in 2019 (and not in 2018), which was partially offset by decreases in revenue from our football and summer sports portfolios, which also principally reflected event cyclicality in our portfolio. Revenue from football declined between the periods principally due to our revenue in 2018 benefitting from the lead-up to the 2018 FIFA World Cup Russia™. Revenue from football was also impacted by a €6.0 million revenue deduction based on the amount estimated to be paid as compensation in connection with fraudulent activities discovered by Infront (see "—Internal Control over Financial Reporting"). The lower revenue from summer sports principally reflected the EHF European Championships for men having occurred in January 2018 (and not in 2019).

        Segmental gross margin.    Our gross margin in our Spectator Sports segment was 22.6% for the three months ended March 31, 2019, a 14.7-percentage point decrease compared with the same period in 2018

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(37.3%). This decrease principally reflected event cyclicality in our portfolio. The margin in the three months ended March 31, 2019 was significantly impacted by the higher cost of sales related to the FIS World Championships, which more than offset the impact of missing costs in relation to the EHF European Championships. In the same period in 2018, our margin benefited from a higher proportion of revenue derived from commission-based contracts, in particular in the lead-up to the 2018 FIFA World Cup Russia™. The margin decline between the periods also reflected the impact of the €6.0 million revenue deduction in 2019.

Years ended December 31, 2018, 2017 and 2016

        Segmental revenue.    Total revenue in our Spectator Sports segment was €523.8 million in 2018, a 4.2% decrease compared with 2017 (€547.1 million), which reflected a 1.7% increase compared with 2016 (€537.7 million).

        2018 compared with 2017.    The 4.2% decrease in 2018 compared with 2017 principally reflected a decrease in revenue from our summer sports portfolio and, to a lesser extent, our football and winter sports portfolios.

        Revenue from summer sports decreased mainly due to the full year impact of the reduced scope of our relationship with the CBA relating to the CBA League and CBA All-Star Games covering the sale of sponsorship and media rights from 2017. This more than offset higher revenue in 2018 due to the cyclicality effect of the EHF EURO Championship in handball having occurred in 2018 (and not in 2017) as well as the full year impact in 2018 of properties that were newly acquired during 2017 (badminton and rugby).

        The decrease in football-related revenue principally reflected decreased revenue generated from various European football properties, which more than offset higher revenue from the event cycle for the 2018 FIFA World Cup Russia™. The lower revenue from European football properties reflected reduced scope in relation to one German football club and the insolvency of another club as well as reduced revenue relating to Lega Serie A-related archive sales as a result of the new Lega Serie A cycle having started only in July 2018. Our revenue was also adversely impacted by the non-qualification of the Italian National Team for the 2018 FIFA World Cup Russia™.

        Lower revenue from our winter sports portfolio principally reflected the cyclicality effect of the FIS Ski World Championships, which occurred in 2017 (and not in 2018) as well as lower revenues from the FIS World Cup, primarily due to the timing of races in the FIS event calendar.

        2017 compared with 2016.    The 1.7% increase in 2017 compared with 2016 principally reflected an increase in revenue from our football portfolio and, to a lesser extent, from our winter sports portfolios, which more than offset lower revenue from our summer sports portfolio.

        The increase in football-related revenue principally reflected increased FIFA Asian media sales during the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™, leading up to, and including, the 2018 FIFA World Cup Russia™ and the occurrence of the inaugural China Cup in 2017, which more than offset lost revenue due to our decision not to extend a loss-making contract relating to an Italian football club and switch of our DFB Cup contractual arrangement from a full rights buy-out to a commission-based model, notwithstanding the extension in scope in the services we are otherwise providing under this arrangement.

        Higher revenue from our winter sports portfolio principally reflected cyclicality effects as the FIS Ski World Championships occurred in 2017 (and not in 2016).

        Revenue from summer sports decreased mainly due to the impact of the reduced scope of our relationship with the CBA relating to the CBA League and CBA All-Star Games covering the sale of sponsorship and media rights from 2017, as well as cyclicality effects as the EHF EURO Championship in

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handball occurred in 2016 (and not in 2017). These factors more than offset the revenue contribution from the CEV European Championships in volleyball, the inaugural edition of UCI Tour of Guangxi in China and newly acquired properties, including rugby and badminton.

        Segmental gross margin.    Our gross margin in our Spectator Sports segment was 39.7% in 2018, a 3.5-percentage point improvement compared with 2017 (36.2%), which reflected a 6.0-percentage point improvement compared with 2016 (30.2%).

        2018 compared with 2017.    The 3.5-percentage point improvement in 2018 compared with 2017 principally reflected an increased proportion of the commission-based business to our overall business mix principally in relation to the 2018 FIFA World Cup Russia™ and the full year impact of the reduced scope of the CBA relationship relating to the sale of sponsorship and media rights. See "—Specific Factors Affecting our Spectator Sports Results of Operations—Extent and mix of rights-in arrangements."

        2017 compared with 2016.    The 6.0-percentage point improvement in gross margin in 2017 compared with 2016 was primarily due to an increased proportion of the commission-based business to our overall business mix. Gross margins also improved due to the reduced scope of the CBA relationship relating to the sale of sponsorship and media rights beginning in 2017 and the non-extension of a loss-making contract relating to an Italian football club.

Digital, Production, Sports Solutions (DPSS)

        The following table presents our segmental revenue, cost of sales, gross profit and gross margin for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)						(US$ '000s, unless indicated otherwise)			(€ '000s, unless indicated otherwise)
Total segmental revenue		24,118			21,480			35,696			368,057			321,279			156,076			143,142
Of which, reimbursement revenues(1)(2)		(58	)		(52	)		12,685			251,151			219,231			62,820			43,009
Total segmental cost of sales		(13,585	)		(12,099	)		(24,054	)		(303,474	)		(264,904	)		(113,907	)		(102,980	)
Of which, reimbursement costs(1)(2)		(165	)		(147	)		(12,942	)		(247,930	)		(216,419	)		(63,666	)		(43,013	)
Segmental gross profit		10,533			9,381			11,642			64,583			56,375			42,169			40,162
Segmental gross margin(3) (%)		43.7			43.7			32.6			17.5			17.5			27.0			28.1

(1)

The total reimbursement revenues and reimbursement costs generally match to one another, resulting in a negligible gross margin impact. See discussion of cost-plus contractual model in "—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments" and "—Other Factors Affecting our Results of Operations across Segments—Cyclicality."

(2)

The limited, negative reimbursement revenues and reimbursement costs in the three months ended March 31, 2019 relate to foreign exchange movements on accruals that were booked in respect of media production services in 2018 for which invoices were issued or received in 2019.

(3)

Represents segmental gross profit as a percentage of the total segmental revenue for the relevant period.

Three Months Ended March 31, 2019 and 2018

        Segmental revenue.    Total revenue in our DPSS segment was €21.5 million for the three months ended March 31, 2019, a 39.8% decrease compared with the same period in 2018 (€35.7 million). The decrease principally reflected reimbursement revenues in the three months ended March 31, 2018 from media

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production services in connection with Lega Serie A games and in the lead-up to the 2018 FIFA World Cup Russia™. We did not have reimbursement revenues in the same period in 2019 as the component of our relationship with Lega Serie A (relating to selling access to TV signals) relating to such revenue expired at the end of the 2017/18 season and due to the FIFA events cycle. Excluding reimbursement revenues, total revenue in our DPSS segment decreased €1.5 million in the three months ended March 31, 2019 compared with the same period in 2018 primarily due to the absence of revenue from other services provided in 2018 (broadcaster and LED services) in the lead-up to the 2018 FIFA World Cup Russia™.

        Segmental gross margin.    Our gross margin in our DPSS segment was 43.7% for the three months ended March 31, 2019, a 11.1-percentage point increase compared with the same period in 2018 (32.6%). The 11.1-percentage point increase principally reflected the impact of reimbursement revenues in the three months ended March 31, 2018 (and the absence of such revenue in 2019).

Years ended December 31, 2018, 2017 and 2016

        Segmental revenue.    Total revenue in our DPSS segment was €321.3 million in 2018, a 105.8% increase compared with 2017 (€156.1 million), which reflected a 9.0% increase compared with 2016 (€143.1 million).

        2018 compared with 2017.    The 105.8% increase in 2018 compared with 2017 principally reflected a €156.4 million increase in reimbursement revenues from our media production activities in connection with the 2018 FIFA World Cup Russia™. Excluding such reimbursement revenues, our total revenue in our DPSS segment increased in 2018 compared with 2017 principally due to continued growth in our digital media business as well as higher contribution from services linked to the 2018 FIFA World Cup Russia™ (mainly broadcaster services and LED services).

        2017 compared with 2016.    The 9.0% increase in 2017 compared with 2016 principally reflected increased reimbursement revenues relating to FIFA host broadcast production for the FIFA event cycle, including the 2017 FIFA Confederations Cup Russia™, leading up to, and including, the 2018 FIFA World Cup Russia™. In addition, the strategic decision to streamline our digital client base, following the acquisition of Omnigon in 2016, and focus on larger, more complex digital media opportunities has had a positive revenue and profitability impact between the periods. The foregoing factors more than offset the cyclicality effects of our involvement with the Copa América Centenario and UEFA EURO™ football events, which occurred in 2016 (and not in 2017).

        Segmental gross margin.    Our gross margin in our DPSS segment was 17.5% in 2018, a 9.5-percentage point decline compared with 2017 (27.0%), which reflected a 1.1-percentage point decline compared with 2016 (28.1%).

        2018 compared with 2017.    The 9.5-percentage point decline in 2018 compared with 2017 principally reflected the impact of higher reimbursement revenues in 2018 compared with 2017 in relation to the 2018 FIFA World Cup Russia™.

        2017 compared with 2016.    The 1.1-percentage point decline in gross margin in 2017 compared with 2016 was primarily due to the impact of higher reimbursement revenues in 2017 compared with 2016. The margin decline also reflected the cyclicality effect as the UEFA EURO™ and Copa America Centenario events did not take place in 2017. These were partially offset by margin improvements in our digital business resulting from our strategic focus on larger, more complex digital media opportunities, that had a positive revenue and profitability impact between the periods, as well as cost management after our acquisition of Omnigon, leading to a decrease in cost of sales.

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Selected Quarterly Results of Operations

        The following table sets forth our unaudited consolidated quarterly results of operations for the periods indicated. You should read the following table in conjunction with our consolidated financial statements and related notes. We have prepared the unaudited consolidated quarterly financial information on the same basis as our consolidated financial statements. The unaudited consolidated quarterly financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our operating results for the quarters presented. For an explanation of the various line items, see above "—Our Results of Operations" and the explanatory footnotes under the table presenting our consolidated profit or loss data.

	For the three months ended,
	Mar. 31, 2019			Dec. 31, 2018			Sep. 30, 2018			Jun. 30, 2018			Mar. 31, 2018			Dec. 31, 2017			Sep. 30, 2017
	(€ '000s)
Revenue		245,619			263,224			227,380			404,478			234,104			285,865			197,171
Cost of sales		(185,501	)		(168,842	)		(146,230	)		(296,242	)		(152,479	)		(168,205	)		(127,355	)
Gross profit		60,118			94,382			81,150			108,236			81,625			117,660			69,816
Personnel expenses		(33,433	)		(36,667	)		(39,432	)		(35,196	)		(33,138	)		(45,164	)		(27,796	)
Selling, office and administrative expenses		(12,686	)		(16,028	)		(11,744	)		(11,928	)		(12,343	)		(15,538	)		(12,873	)
Depreciation and amortization		(7,850	)		(8,281	)		(7,698	)		(9,300	)		(7,567	)		(5,904	)		(5,067	)
Other operating income/(expense), net		1,012			2,097			373			(11,970	)		(17,301	)		7,766			(1,487	)
Finance costs		(10,362	)		(12,675	)		(9,822	)		(18,209	)		(13,005	)		(16,765	)		(12,068	)
Finance income		651			1,199			413			4,392			5,838			8,678			7,225
Share of profit/(loss) of associates and joint ventures		137			1,903			3,634			345			(316	)		(126	)		500
Profit /(loss) before tax		(2,413	)		25,930			16,874			26,370			3,793			50,607			18,250
Income tax		(6,223	)		(7,313	)		(3,769	)		(7,881	)		8			(7,594	)		(3,848	)
Profit/(loss) for the period		(8,636	)		18,617			13,105			18,489			3,801			43,013			14,402

        Our results of operation in any given quarter are significantly impacted by cyclicality and seasonality factors driven largely by the timing cycle of sports events. See "—Other Factors Affecting our Results of Operations across Segments."

Liquidity and Capital Resources

        Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Historically, we have met our liquidity needs through our operating cash flow and borrowings. Our existing borrowings primarily consist of two credit facilities entered into by our subsidiaries, each facility having a term loan and revolving credit facility commitment in order to ensure that we have sufficient funds available for short-term working capital requirements and for other capital projects. We also have a credit facility that we entered into in connection with the group restructuring, which we intend to repay in part with the net proceeds of this offering. See "—Indebtedness" below.

        We are generally an asset light company with limited capital expenditure requirements, beyond capital expenditure relating to acquisitions. Most investments (other than acquisitions) relate to the further

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expansion and development of our DPSS capabilities and are technology driven, as most outflows are incurred for production equipment, LED boards and master control rooms. As high quality LED boards have become a key requirement for football sponsorships, we have invested in new systems to replace older ones. We currently own 18 stadium-size LED board systems, normally in use in Germany and Italy, but also at various other occasions such as major international sport events. Investments in production equipment are mainly intended to replace old media production infrastructure in order to maintain the high quality and meet the expectations of our partners.

        We believe that our current cash and cash equivalents and anticipated cash flow from operating and financing activities will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months without considering the proceeds from this offering.

Cash Flows

        Over the course of a year, we use our cash on hand to pay employee related expenses, other operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement at certain times during the year. In particular, for our Mass Participation segment, given that we receive much of our cash flows well in advance of the events to which they relate, we typically operate with negative working capital. In our Spectator Sports and DPSS segments cash balances can vary significantly between months and between years due to the seasonal and cyclical nature of the business as well as due to the fact that the fiscal year end is in the middle of the winter sports and football seasons. In addition, the timing of individual payments made or received can vary between years. For example, cash flows relating to FIFA World Cup™ production has shown higher cash in than outflows in the years prior to the respective main event year during which the cash flow is usually negative. We compensate such cash balance swings with surplus cash or by short-term bank facility borrowings, such as our revolving credit facilities.

        Our cost base not directly tied to revenue is more evenly spread throughout the fiscal year than our cash inflows. Generally, personnel not accounted for in cost of sales as well as other office and administration expenses do not show the same volatility throughout the year compared to revenue and gross profit, as they are not primarily impacted by peaks in operational activities in the same way as direct project income and expenditure. Employee expenses and fixed costs constitute the majority of our cash outflows and are generally paid throughout the 12 months of the fiscal year.

        In the last three years, our cash flows have reflected a number of related party transactions with Dalian Wanda Group. See "Related Party Transactions." Such transactions generally relate to the simplification of our holding company structure, downstream payments from Dalian Wanda Group in respect of existing indebtedness of Infront and WEH and upstream loans and payments to Dalian Wanda Group.

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        The following table sets forth a summary of our cash flows for the periods indicated.

	For the three months ended March 31,									For the year ended December 31,
	2019			2019			2018			2018			2018			2017			2016
	(US$ '000s)			(€ '000s)						(US$ '000s)			(€ '000s)
Selected Consolidated Cash Flow Data
Net cash flows from/(used in) operating activities		(33,557	)		(29,887	)		17,909			76,284			66,588			145,678			43,596
Net cash flows from/(used in) investing activities		(93,335	)		(83,127	)		(12,613	)		(65,437	)		(57,120	)		(104,142	)		(350,326	)
Net cash flows from/(used in) financing activities		134,330			119,638			(244	)		(74,979	)		(65,449	)		76,976			332,397
Net increase/(decrease) in cash and cash equivalents		7,438			6,624			5,052			(64,132	)		(55,981	)		118,512			25,667
Cash and cash equivalents at beginning of year		198,789			177,048			230,419			263,970			230,419			124,344			105,975
Effect of foreign exchange rate changes, net		3,444			3,067			(2,359	)		2,990			2,610			(12,437	)		(7,298	)
Cash and cash equivalents at end of year		209,671			186,739			233,112			202,828			177,048			230,419			124,344

Operating Activities

        We had a net cash outflow from operating activities of €29.9 million for the three months ended March 31, 2019, primarily attributable to working capital requirements relating to payments made in 2019 in respect of FIS World Championships, offset in part by operating income from our Spectator Sports segment. We had a net cash inflow from operating activities of €17.9 million for the three months ended March 31, 2018, primarily attributable to operating income from our Spectator Sports segment and DPSS segment, partially offset by working capital requirements relating to prepayments received in 2017 in respect of 2018 FIFA World Cup Russia^TM, as well as cash used for tax payments due primarily to higher operating income relating to FIFA World Cup Russia^TM and increased operating income in higher tax jurisdictions, such as Italy.

        In 2018, we had a net cash inflow from operating activities of €66.6 million, principally due to operating income from our Spectator Sports segment and Mass Participation segment, partially offset by working capital requirements relating to prepayments received in 2017 in respect of 2018 FIFA World Cup Russia™, as well as cash used for tax payments due primarily to higher operating income relating to FIFA World Cup Russia™ and increased operating income in higher tax jurisdictions, such as Italy.

        In 2017, we had a net cash inflow from operating activities of €145.7 million principally due to significant cash-related operating income from our Spectator Sports segment. In addition, we received prepayments in respect of the 2018 FIFA World Cup Russia™ in 2017. In 2017, there were also inflows in respect of receivables that arose in 2016.

        In 2016, we had a net cash inflow from operating activities of €43.6 million principally due to cash-related operating income from our Spectator Sports segment. This cash inflow was partially offset by higher delayed inflows relating to certain winter sports contracts as well as signing fees and upfront fees paid in connection with new contracts.

Investing Activities

        We had a net cash outflow from investing activities of €83.1 million for the three months ended March 31, 2019, primarily attributable to cash used for acquisitions and capital expenditure. Cash used for acquisitions of €74.5 million was primarily attributable to the acquisition of Youthstream (net cash outflow

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of €73.9 million). Capital expenditure of €4.4 million related principally to purchases of LED boards, host broadcasting equipment for production purposes, purchases of software and certain leasehold improvements for an office in Australia. The net cash outflow also reflected deferred purchase price and earn-out payments in respect of previous acquisitions (€3.8 million).

        In 2018, we had a net cash outflow from investing activities of €57.1 million, which was primarily attributable to cash used for acquisitions and capital expenditure. Cash used for acquisitions in 2018 of €25.9 million was primarily attributable to the acquisitions of XLETIX and Yongda amounting to €4.1 million, an investment in a minority stake in COPA90 amounting to €7.9 million, and deferred purchase price and earnout payments in respect of previous acquisitions amounting to €9.8 million. Capital expenditure of €14.2 million in 2018 related principally to purchases of LED boards, host broadcasting equipment for production purposes, master control rooms and purchases of software. We also had net cash outflows of €19.6 million mainly relating to our refinancing settlement in May 2018. These were partially offset by cash inflow from dividends of €1.7 million received from one of our joint ventures.

        In 2017, we had a net cash outflow from investing activities of €104.1 million, which was primarily attributable to cash used for acquisitions and capital expenditure as well as our repayment to Dalian Wanda Group of €17.0 million representing amounts previously provided to us for an acquisition, which remained unused. Cash used for acquisitions in 2017 of €95.5 million was primarily attributed to the acquisition of CGI and Cape Epic (Pty) Ltd amounting to €79.3 million, and deferred purchase price and earnout payments of previous acquisitions amounting to €8.5 million. Capital expenditure of €13.0 million in 2017 related mainly to purchases of LED boards, television equipment for production purposes as well as purchase of software. We also had net cash outflows of €26.7 million relating to investments made in bank certificates of deposit in 2016 (the lower amount of net cash inflow in 2017 from such instruments compared to net cash outflow in 2016 reflecting foreign exchange movements).

        In 2016, we had a net cash outflow from investing activities of €350.3 million, which was primarily attributable to: (i) the granting of the €141.3 million loan to Infront Finance Luxembourg S.à.r.l. relating to the simplification of our holding structure and the (ii) granting of a loan of €116.1 million to Dalian Wanda Group for liquidity management purposes. Net cash outflow also resulted from €35.4 million used for acquisitions mainly including the acquisition of Omnigon and Lagardère Unlimited Events AG. Capital expenditure of €11.7 million in 2016 related mainly to purchases of media equipment to upgrade production facilities for our Italian business and broadcasting of UEFA EURO 2016™, as well as investments in high quality LED boards and other equipment. We also had net cash outflows amounting to €26.7 million relating to investments made in bank certificates of deposit that yield a higher interest rate than bank deposits.

Financing Activities

        We had a net cash inflow from financing activities of €119.6 million for the three months ended March 31, 2019, primarily attributable to proceeds from borrowings of €446.0 million, including €356.2 million from our unsecured senior 364-day term loan facility as well as €100.0 million from the Infront credit facility. See "—Indebtedness." The cash inflow was partially offset by cash outflow relating to repayment of a portion of an inter-group promissory note of €311.7 million in connection with the group restructuring, repayment of lease liabilities, amounting to €2.6 million, and the repayment of loans including Infront term loans (€10.7 million) and a WEH term loan (€0.6 million).

        In 2018, we had a net cash outflow from financing activities of €65.4 million, largely related to the repayment of amounts due to Dalian Wanda Group, amounting to €377.2 million, as a result of borrowings made to us in 2016, as well as €32.2 million paid in connection with the settlement of a cross currency swap related to these borrowings. We also had a net cash outflow relating to repayment of lease liabilities amounting to €9.9 million as a result of the application of IFRS 16. These cash outflows more than offset

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cash inflow of €350 million from borrowings under the term loan portion of the Infront Sports & Media AG credit facility entered into in May 2018. See "—Indebtedness."

        In 2017, we had a net cash inflow from financing activities of €77.0 million. This reflected proceeds of €115.3 million, including a €88.8 million capital injection into WEH by Dalian Wanda Group and €26.5 million of additional borrowing by WEH. These cash inflows were partially offset by €38.6 million for the repayment of loans including a bilateral working capital line of €21.6 million at Infront and a revolving credit facility of €16.1 million at WEH.

        In 2016, we had a net cash inflow from financing activities of €332.4 million. This reflected (i) proceeds from borrowings of €486.9 million, including €427.9 million from Dalian Wanda Group which was used to repay an Infront syndicated loan, €21.6 million from bilateral working capital lines, and €16.0 million from a WEH revolving credit facility, and (ii) capital injection of €136.5 million relating to full payment of the share capital of WSC relating to the simplification of our holding structure, which more than offset cash outflow of €290.9 million relating to the repayment of an Infront syndicated loan.

Indebtedness

        As of March 31, 2019, our total indebtedness (total interest-bearing liabilities) was €1,002.9 million. Our primary sources of indebtedness are two credit facilities entered into by our wholly-owned subsidiaries, Infront Sports and Media AG and the World Triathlon Corporation, or WTC. Each credit facility contains a term loan facility and a revolving credit facility. As of March 31, 2019, we had in aggregate US$20 million (€17.8 million) of borrowing capacity under the revolving credit facilities (under the WTC facility). In the three months ended March 31, 2019, we drew down €100 million under the Infront credit facility and we issued a US$400 million (€356.2 million) inter-group promissory note to Wanda Sports & Media (Hong Kong) Holding Co. Limited in connection with the group restructuring. In addition, on March 15, 2019, we entered into an unsecured senior 364-day term loan facility at the holding company level, under which we concurrently borrowed US$400 million (€356.2 million), and a related unsecured senior forward start term loan facility. We intend to use a portion of the net proceeds of this offering to repay US$             million of the amount outstanding under the 364-day term loan facility. See "Use of Proceeds."

364-day term loan facility of Wanda Sports Group Company Limited

        We are a party to a US$400 million (€356.2 million) unsecured senior 364-day term loan facility with Morgan Stanley Asia Limited, as arranger, and China Construction Bank (Asia) Corporation Limited, as facility agent. Wanda Culture, a subsidiary of Dalian Wanda GCL, has entered into a keepwell deed in respect of the facility. We used US$350 million (€311.7 million) of the US$400 million (€356.2 million) proceeds of the loan under this facility to repay a portion of a US$400 million (€356.2 million) inter-group promissory note. We retained the balance of the proceeds to fund interest payments on the 364-day term loan facility and for general corporate purposes.

        The term of the loan under the facility is 364 days. Interest on the loan is 11.5% per annum, payable semi-annually. We have the option to prepay the loan at any time, at which time we will be subject to a make-whole amount (if any) and an equity upside (if any). Upon the closing of this offering, we will be required to repay, out of the net proceeds from this offering, approximately US$             million (based upon an assumed initial offering price of US$            per ADS, the midpoint of the range shown on the front cover page of this prospectus) of the loan. This repayment is based on a covenant to repay, at the time of an initial public offering, such as this offering, an amount equal to the greater of (i) 50% of the net proceeds from the offering and (ii) US$ 200 million (€178.1 million), assuming such amounts are less than the total amount outstanding of the loan at the time. See "Use of Proceeds."

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        The term loan facility contains:

•

certain financial covenants, including a net debt/adjusted EBITDA leverage ratio covenant (which may not exceed 6.00x);

•

a provision providing for additional amounts, or equity upside, to be paid at the time of any repayment of the loan. The amount of the equity upside is calculated on the basis of the difference between a specified target enterprise value and our actual enterprise value, based either on this offering (in connection with a repayment triggered by this offering) or based on any follow-on offering of our shares, if applicable (for any subsequent repayment);

•

customary events of default;

•

a change of control clause triggered when there is a direct or indirect disposition of all or substantially all of our properties or assets taken as a whole, or the provider of the keepwell ceases to be the beneficial owner, directly or indirectly, of a majority of the total voting power of our ordinary shares; and

•

customary covenants, including restrictions on incurring additional indebtedness, making restricted payments (including dividends and other distributions), selling or otherwise disposing of assets, making acquisitions, entering into mergers or corporate reconstructions, entering into transactions that are not on arm's length terms and a negative pledge.

        Certain events of default and covenants in the senior term loan facility are subject to certain thresholds and exceptions.

        Also on March 15, 2019, we entered into a US$400 million (€356.2 million) unsecured senior forward start term loan facility with the same counterparties as the senior term loan facility. Amounts may be drawn pursuant to the forward start term loan facility following the maturity date of the 364-day term loan facility in order to refinance the 364-day term loan facility for a term of up to 24 months. The drawdown is conditioned on our providing evidence to the facility agent that a filing regarding the facility has been completed with the NDRC or its provincial counterpart or that such filing is not required. The senior forward start term loan facility provides for certain financial covenants, including a net debt/adjusted EBITDA leverage ratio covenant (which may not exceed 4.80x for the first 12 months following utilization and 4.25x for the remainder of the term).

Credit facility of Infront Sports & Media AG

        Infront Sports and Media AG, as borrower, is party to a secured credit facility, which was entered into on May 18, 2018 and amended on November 21, 2018 with UBS Switzerland and Unicredit Bank. This credit facility is guaranteed by Infront Holding AG and secured through share pledges, share charges and security assignment agreements with various subsidiaries of Infront Sports & Media AG and the guarantors.

        The credit facility includes a term loan and revolving credit facility commitment.

•

The term loan portion of the credit facility amounts to €350 million. As of March 31, 2019, €336.9 million was outstanding under the term loan portion of the credit facility. We have the option to repay the loan at any time, however, mandatory bi-annual amortizations are foreseen. The remaining balance of the loan is repayable on June 30, 2021, with an extension option of two one-year periods. Loans under the term loan facility bear interest at a rate per annum equal to EURIBOR plus the applicable margin. The applicable margin falls between 1.75% and 3.25%, depending on the leverage (as of March 31, 2019 and December 31, 2018, EURIBOR plus 2.00% and 2.25%, respectively).

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•

The commitment under the revolving credit facility amounts to €100 million. We can draw in euros, Swiss francs, U.S. dollars (up to 50% of the facility amount) or any other currency which has been approved by all the lenders and is readily available and freely convertible into euros in the wholesale market. The minimum amount of each loan is €5 million (or the appropriate equivalent in another available currency) and no more than 10 loans can be outstanding. As of March 31, 2019, €100 million was outstanding under the revolving credit facility.

        We have an option to increase the term loan amount by up to €100 million and the amount under the revolving facility by €50 million provided that the aggregate amount of such additional commitments shall not exceed €100 million.

        The credit facility contains:

•

certain financial covenants, including a leverage ratio covenant (which may not exceed 3.50x; in case of a permitted acquisition (as defined under the term loan facility), the borrower has the right to request an increase of the leverage ratio to 4.25x for a period of up to three consecutive financial quarters; the covenant is tested on a quarterly basis);

•

a minimum equity covenant with respect to Infront Holding AG (on a standalone basis), requiring the entity to have a minimum equity of 200 million Swiss francs at the end of each fiscal year;

•

customary events of default;

•

a change of control clause which is triggered when Dalian Wanda GCL ceases to hold, directly or indirectly, 50.1% of the voting rights of Infront; and

•

customary covenants, including restrictions on incurring additional indebtedness, paying dividends or making other distributions (tied to a leverage ratio of 2.50x), selling or otherwise disposing of assets, including capital stock of restricted subsidiaries, making acquisitions, entering into joint ventures, merging, entering into related party transactions or providing a negative pledge.

        Certain events of default and covenants in the term loan facility are subject to certain thresholds and exceptions.

Credit facility of World Triathlon Corporation

        WTC, as borrower, is party to a secured credit facility, which was entered into on June 26, 2014 and amended on November 18, 2015, June 5, 2017 and January 18, 2019. The credit facility is guaranteed by WEH and WTC's U.S. domestic subsidiaries.

        The credit facility includes a term loan commitment that matures on June 26, 2021 and a revolving line of credit that matures on March 25, 2021. The term loan portion of the credit facility is $255 million (€230.5 million) and the revolving line of credit is US$20 million (€17.8 million). As of March 31, 2019, US$243.7 million (€217.2 million) was outstanding under the term loan and no amount was outstanding on the revolving line of credit. We have the option to pay the loan in full at anytime, subject to certain conditions. Interest on the term loan and revolving line of credit is equal to the applicable margin (which is determined based on the first lien leverage ratio test), plus the alternate base rate or LIBOR. The applicable margin falls between 2.75% and 4.25%, depending on the leverage. As of March 31, 2019 and December 31, 2018, WTC was paying interest at LIBOR plus 4.00% on the term loan.

        The credit facility contains:

•

a leverage ratio test that is applicable if outstanding borrowings under the revolving line of credit exceed 30% of the revolving line of credit commitment;

•

customary events of default;

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•

a change of control clause which is triggered by the occurrence of the earlier of:

•

the acquisition by any person or group other than Wanda Culture or its affiliates of capital stock representing more than the greater of (i) 35% of the total voting power of all outstanding stock of WEH and (ii) the percentage of the total voting power of voting stock of WEH owned beneficially by Wanda Culture and its affiliates; and

•

WTC ceasing to be a direct or indirect wholly-owned subsidiary of WEH;

•

customary covenants, including restrictions on additional indebtedness, liens, negative pledges, restricted payments (including dividends and other distributions), investments, sales or other dispositions of assets, consolidation or merger, sale leasebacks and transactions with affiliates. There are various baskets on which WTC could rely to pay dividends and make other restricted payments to us, including if its leverage ratio on a pro forma basis does not exceed 4.5:1.0 and 6% per annum of net proceeds of an initial public offering contributed to WTC (provided at least US$50 million (€43.7 million) of such proceeds are contributed to WTC); and

•

an excess cash flow provision whereby a prepayment is required based on the excess cash flow calculated in accordance with the credit facility.

        Certain events of default and covenants in the term loan facility are subject to certain thresholds and exceptions.

Contractual Obligations

        The following table sets forth as of March 31, 2019, a summary of our contractual obligations.

	Payments due by period
	Total		Less than 1 year		From 1 to 3 years		From 3 to 5 years		5 or more years
	(€ '000s)
Long-term debt obligations(1)		1,136,525		490,572		645,953		—		—
Operating lease obligations(2)		1,471		1,470		1		—		—
Full rights buy-out payment obligations(3)		1,332,290		212,993		398,106		257,475		463,716
Commission minimum revenue guarantees(4)		1,178,628		138,453		304,752		345,892		389,531
Total		3,648,914		843,488		1,348,812		603,367		853,247

(1)

Long-term debt obligations include contractual undiscounted payments, including accrued interest payment.

(2)

Represents operating leases on certain office and IT equipment and machinery, equipment and vehicles.

(3)

We have capital commitments under full rights buy-out contracts, where we pay, usually in instalments throughout the term of the contract, a certain guaranteed amount (acquisition cost) to the rights owner to acquire the rights (rights-in) and subsequently sell the acquired rights (rights-out) for our own account. Such capital commitments amounted to €1.3 billion, €1.4 billion and €0.9 billion, as of March 31, 2019 and as of December 31, 2018 and 2017, respectively. See Note 21 to our interim condensed consolidated financial statements and Note 38 to our audited consolidated financial statements.

(4)

Under commission-based contracts, we extend minimum revenue guarantees, where we guarantee a certain amount of revenue to the rights owner and in turn are compensated in the form of a commission. Such contingent liabilities amounted to €1.2 billion, €1.2 billion and €3.4 billion, as of March 31, 2019 and as of December 31, 2018 and 2017, respectively. The decrease in such contingent liabilities in 2018 compared with 2017 related primarily to continued progress in meeting our sales commitments to rights owners. See Note 21 to our interim condensed consolidated financial statements and Note 38 to our audited consolidated financial statements.

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Off-Balance Sheet Commitments and Arrangements

        We have no off-balance sheet arrangements as defined in Item 5.E of SEC Form 20-F that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Internal Control over Financial Reporting

        Prior to this offering, we have been a private company with limited accounting personnel and other resources with which we address our internal control over financial reporting. In connection with the audit of our consolidated financial statements for the years ended December 31, 2018, 2017 and 2016, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting and subsequent to the completion of that audit identified a second material weakness in our internal control over financial reporting.

Resource Constraints

        The first material weakness identified relates to our lack of dedicated resources and experienced personnel involved in the designing and reviewing of internal controls over financial reporting. As defined in PCAOB standards, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

        Related significant deficiencies identified include our lack of effective process over the identification and disclosure of related parties and related party transactions and our lack of contemporaneous documentation for the accounting analysis of certain complex and non-routine transactions. As defined in PCAOB standards, a "significant deficiency" is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

        We expect to implement measures to address this material weakness and the significant deficiencies identified, including:

•

hiring additional financial reporting professionals with SEC reporting experience in regard to the finance and accounting function and increase the number of qualified reporting personnel;

•

organizing regular training and education for accounting and financial reporting personnel, particularly training related to complex accounting standards, requirements of internal control over financial reporting under the Sarbanes-Oxley Act, the internal control framework of the Committee of Sponsoring Organizations of the Treadway Commission and developments on IFRS and SEC accounting and reporting requirements;

•

developing an accounting policy manual for financial reporting personnel for non-recurring complex transactions and period-end financial statement close process, and communicating and implementing the provisions of the manual;

•

establishing an internal audit department with sufficient resources and experienced personnel able on a timely basis to identify risks and design and monitor control activities to address the risks, particularly for non-recurring and complex transactions, and to ensure the accuracy and completeness of our financial statements and relevant disclosures;

•

designing, communicating and implementing entity-level controls at foreign subsidiaries;

•

engaging an independent third-party consultant to assist in establishing processes and oversight measures to comply with the Sarbanes-Oxley Act, as necessary; and

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•

unifying our accounting policies and upgrading our financial information systems to reduce manual work for data collection and the consolidation process, but also enhance its effectiveness and control of financial reporting.

Lack of segregation of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud

        We and our independent registered public accounting firm have identified a second material weakness in our internal control over financial reporting that relates to lack of segregation at Infront of duties between sales and execution of contracts, invoicing and implementation of services to prevent and detect fraud. Infront's internal investigation is still ongoing.

        On May 24, 2019, Infront announced that it had discovered fraudulent activities relating to perimeter board advertising for football matches in Germany governed by the DFB that are presumed to have been committed by one of its former senior employees. As noted in the Infront Announcement, Infront first became aware of certain of these activities following notification by the public prosecutor in Thurgau, Switzerland of a pending criminal investigation against the former employee relating to "disloyal and unfaithful business mismanagement" under the Swiss Criminal Code. Following the public prosecutor's initial notification, the former employee in question was dismissed. Infront has applied to constitute itself as a victim in this criminal procedure and is cooperating fully with the prosecuting authorities. The activities involved providing clients with less advertising time than contractually specified, artificially creating a surplus of advertising time and revenue. Infront's ongoing internal investigation has provided reason to believe that the former employee transferred surplus revenues generated by his activities out of Infront.

        Infront has taken various external actions, including alerting affected clients and offering compensation for the contractually specified advertising time that was not delivered, which it estimates will be approximately €6.0 million, based on an assessment over the period of the applicable statute of limitations, namely ten years. The offer of compensation has been accounted for in the first quarter of 2019 as a reduction in revenue and a contract liability.

        We expect to implement additional measures to address this material weakness, including:

•

further redesigning the internal processes with respect to interactions among (a) staff responsible for contract management, including the signature process, (b) staff responsible for issuing and sending invoices and (c) staff responsible for actually undertaking the services contracted for;

•

designing proper review controls on a random basis that compare the operational result against contractual terms (proof of service rendered). Any differences are to be reported to an appropriate level of management; and

•

setting up more comprehensive controls for the vendor selection process.

        Our remediation measures may not be sufficient to remediate our material weakness or significant deficiencies in a timely manner, or at all. See "Risk Factors—Risks Related to being a Public Company—If we fail to implement and maintain an effective system of internal controls, including through the remediation of any material weaknesses or significant deficiencies that have been or may be identified, we may be unable to report our results of operations accurately, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected."

Quantitative and Qualitative Disclosures about Market Risk

        We are exposed to market risks from changes in market rates and prices, including movements in interest rates and foreign currency exchange rates. Our senior management oversees the management of

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these risks, and is supported by a financial risk team that advises on financial risks and the appropriate financial risk governance framework. For further discussion of our market risk, and our risk management objectives and policies with respect thereto, see Note 27 to our audited consolidated financial statements.

Interest rate risk

        Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our long-term debt obligations with floating interest rates. See also "—Indebtedness" for an overview of the interest rates in our credit facilities.

        We manage our interest rate risk generally by having a balanced portfolio of fixed and variable rate loans and borrowings. In addition, we may enter into interest rate swaps or option agreements, in which we agree to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. At December 31, 2018, after taking into account the effect of interest rate swaps, none of our borrowings are at a fixed rate of interest (as compared with 66% as of each of December 31, 2017 and December 31, 2016).

        For further information on interest rate sensitivity, see Note 27 to our audited consolidated financial statements.

Foreign currency risk

        Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating activities (when cash flows are denominated in a currency other than euros—transaction exposure) and our net investments in subsidiaries with a functional currency other than euros (translation exposure). We are also subject to foreign currency risk on our intercompany balances which arise from normal operations and working capital needs.

        We manage our foreign currency risk by entering into hedges to mitigate fluctuations in foreign exchange risk between euros and U.S. dollars. We hedge our exposure to fluctuations on the translation into euro of our foreign operations by holding net borrowings in foreign currencies and by using foreign currency swaps and forwards.

        When a derivative is entered into for the purpose of being a hedge, we negotiate the terms of the derivative to match the terms of the hedged exposure. For hedges of forecast transactions, the derivative covers the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

        For further information on foreign currency sensitivity, see Note 27 to our audited consolidated financial statements.

Critical Accounting Judgments and Estimates

        We prepare our consolidated financial statements in accordance with IFRS. Preparing these financial statements in conformity with IFRS requires the use of certain critical accounting estimates and also requires us to exercise judgments in the process of applying our accounting policies. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

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        The critical judgments and estimates that we believe to have the most significant impact on our consolidated financial statements are described below. They should be read in conjunction with our audited consolidated financial statements and accompanying notes, in particular Note 3, and other disclosures.

Impairment of goodwill

        We determine whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. We have utilized the income approach to determine value in use of the cash generating units, or CGUs, and the key assumptions used in the income approach were financial projections and discount rates. The financial projections were a five-year forecast of the management's budget and strategic plan. The discount rate was derived based on the capital asset pricing model using historical experience, market and industry data.

        Based on the goodwill impairment analysis performed as of December 31, 2018, the date of the most recent impairment test, we determined that the fair values of eight CGUs out of the total 11 CGUs substantially exceeded their carrying values because the fair value of these eight CGUs exceeded the carrying value by over 20%. The value in use of WEH North America CGU, WEH Oceania CGU and WEH Asia CGU exceeded their respective carrying value by 12%, 3% and 13%, respectively, as of December 31, 2018, which we considered may be at risk of their value in use being less than their respective carrying values.

        The probability of future goodwill impairment charges for the three CGUs, which we considered may be at risk, is subject to uncertainties inherent in the assumptions used, in particular:

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The financial projections are based on management's reasonable estimates as to the number of events per year across geographic locations, the number of athletes registering per event, the amount of host city funds available and the pricing of each event. Factors affecting such inputs include changes in demand for our events, which can be adversely affected by weather related issues, the condition of the relevant local economy, competition for customers' time and money, and changing tastes, among other things.

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Sponsorship revenue forecasts are dependent upon the number and size of sponsorships sold. Factors affecting this include the condition of the relevant local economy, the reputation and attendance level of our events, and our ability to identify and sell sponsorable assets at such events, among other things.

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Direct costs as a percentage of revenue for each forecast period are considered to be consistent on a product type basis, which is based on our considerable experience in operating events around the world. While these costs are generally stable, they can be adversely affected by circumstances out of our control such as a need for additional security driven by terrorist or other events, weather related issues or other happenings.

        If the assumptions used in the impairment analysis materially change, we may be required to recognize additional goodwill impairment losses, which may be material to our financial condition.

        Further details are given in Note 23 to our audited consolidated financial statements.

Impairment of non-financial assets (other than goodwill)

        We assess whether there are any indicators of impairment for all non-financial assets at the end of each reporting period. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available

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data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

        Further details, including a sensitivity analysis of key assumptions, are given in Note 27 to our audited consolidated financial statements.

Share-based compensation

        Estimating fair value for share-based compensation requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. We initially measure the cost of cash-settled transactions with employees using the Black-Scholes or another appropriate model to determine the fair value of the liability incurred. For cash-settled share-based payment transactions, the liability needs to be re-measured at the end of each financial year up to the date of settlement, with any changes in fair value recognized in personnel expenses and cost of sales in the consolidated statements of profit or loss.

        The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 35 to our audited consolidated financial statements.

        Expenses related to equity-settled share-based payment transactions are determined by the fair market value at the date of grant using the comparable market price. See Note 35 to our audited consolidated financial statements. The expense with respect to equity-settled share-based payment transactions is recognized in personnel expenses, together with a corresponding increase in equity reserves, over the period in which the service, and, where applicable, the performance conditions are fulfilled. See Notes 14 and 18 to our audited consolidated financial statements.

        We expect we will incur share-based compensation expense, beginning in the third quarter of 2019, in respect of options to acquire Class A ordinary shares representing up to 5% of the total number of outstanding shares on a fully-diluted basis after this offering or any future share issuance by us prior to May 31, 2023 (other than issuances under the Management Equity Incentive Plan or any other equity incentive plan we may adopt in the future), which we will grant to our management under our Management Equity Incentive Plan within 30 days after the completion of this offering. We expect those options will vest over a four-year period, with 20% of the options vesting immediately upon grant and 20% of the options vesting not later than May 31 of each year from 2020 to 2023 (inclusive), subject to the conditions in the Management Equity Incentive Plan. See "Management—Equity Incentive Plans."

        The compensation expense will be calculated based on the fair market value of those options. By way of illustration, if we assume the fair value of each Class A ordinary share as of the date of grant of the options was US$            , the mid-point of the estimated range of the initial public offering price shown on the cover of this prospectus, we expect we would incur the euro equivalent of US$             million of share-based compensation expenses in the three months ended September 30, 2019 and an aggregate of the euro equivalent of US$             million of share-based compensation expenses over the four-year vesting period (assuming no increase in the number of shares covered by the options under the anti-dilution provisions of the Management Equity Incentive Plan). In addition, we plan to adopt another incentive equity plan that will cover additional officers and employees of ours within six months after the completion of this offering.

Taxes

        Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is

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required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

        Our tax losses carried forward relate to subsidiaries that have a history of losses, do not expire, and may not be used to offset taxable income elsewhere in our group. The subsidiaries neither have any taxable temporary difference nor any tax planning opportunities available that could partly support the recognition of these losses as deferred tax assets. On this basis, we have determined that we cannot recognize deferred tax assets on the tax losses carried forward. Further details on taxes are disclosed in Note 17 to our audited consolidated financial statements.

        We are subject to income taxes in numerous jurisdictions. Judgement is required in determining the provision for income taxes. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact current income tax and deferred income tax in the period in which such determination is made.

Defined benefit plans (pension benefits)

        The cost of the defined benefit pension plan and other termination benefits and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about these obligations are provided in Note 34 to our audited consolidated financial statements.

Fair value measurement of financial instruments

        When the fair values of financial assets and financial liabilities recorded in the consolidated statements of financial position cannot be measured based on quoted prices in active markets or by financial institutions, their fair value is measured using valuation techniques, including the discounted cash flow, or DCF, model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. See Note 10 to our audited consolidated financial statements for further disclosures.

        Contingent consideration and liabilities, resulting from business combinations, are valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor. See Note 10 to our audited consolidated financial statements for further disclosures.

Recent Accounting Pronouncements

        For a detailed discussion of recently issued (but not yet effective) accounting pronouncements, see Note 2.5 to our audited consolidated financial statements.

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INDUSTRY OVERVIEW

This section sources third-party information. In this connection, reference is made to "Prospectus Summary—Conventions that Apply to this Prospectus." In particular, we commissioned Frost & Sullivan, an independent research firm, to produce a report analyzing our industry and markets. Unless otherwise indicated, the information included in this section has been derived from this Frost & Sullivan report.

        We are a global sports events, media and marketing platform positioned at the intersection of sports events, marketing, media and technology, benefiting from the structural growth that supports these sectors: increasing sports viewership driven by the proliferation and emergence of new media platforms. The must-have, unique nature of live sports events has shown resilience to disintermediation and demonstrated robustness through the economic cycle. The global and enduring appeal of sports content and sports events participation has ensured sports remain a highly relevant and valuable channel for brands and media broadcasters to gain access to large and engaged audiences. Major brands continue to sponsor sports events across the world and the strategic importance of sports for media channels continues to grow.

        We view ourselves as operating, among others, in

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the global sports media and events market;

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the global mass participation sports market; and

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the DPSS market.

Large and Growing Markets

        The global sports media and events market enables rights owners, brands, advertisers, fans and athletes to benefit from the structural growth in the sports ecosystem and create value for all stakeholders throughout the sports value chain. The global sports media and events market is projected to grow from €179 billion in 2018 to €224 billion in 2022, representing a CAGR of approximately 5.9%. The industry exhibits a pattern of higher growth rates in even years than odd years, primarily due to a number of major international sports events, such as the FIFA World Cup™ and the UEFA EURO™ events, as well as the Olympic Games being held in even years.

        Opportunities within the global sports media and events market can be segmented by type of sports, commercial lines and geographies to identify the underlying drivers and revenue streams.

Type of sports

        The global sports media and events market can be segmented by type of sports as follows:

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Mass participation—refers to various kinds of endurance sports with mass participation of amateur or semi-professional athletes, including running (marathons, short distance running, such as 5km or 10km, and other themed running event series), triathlons, road cycling, mountain biking, obstacle course racing and other such sports, such as open water swims, in each case open to the general public;

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Football (distinguished from American football)—refers to football events, including football tournaments, league and league cup matches and friendly matches globally;

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Summer (Olympic) sports—includes all summer sports of the type contested during the Rio 2016 Summer Olympic Games, including basketball, volleyball, handball, tennis, golf and badminton, but excluding football and marathons;

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Winter (Olympic) sports—includes all winter sports of the type contested in the PyeongChang 2018 Winter Olympic Games, including biathlon, bobsleigh and skeleton, curling, ice hockey, luge, skating and skiing; and

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Other sports—covers any sports other than mass participation sports, football, summer (Olympic) sports and winter (Olympic) sports, such as baseball, American football, motocross and auto racing.

        We are the market leader, among full-service sports marketing companies, in terms of sports covered in 2018. The following table sets out, broken down by sports category, the estimated historical and projected size of the global sports media and events market.

        Within the global sports media and events market, football represents the largest sport in terms of revenue in 2018 and its growth is likely to be further driven by the continuously successful operation of premium leagues and also emerging markets in the Asia-Pacific, or APAC, region. New event brands are expected to create potential for summer (Olympic) sports, while winter (Olympic) sports is forecast to be driven by its growing popularity and the influence of the upcoming Beijing 2022 Winter Olympic Games. Mass participation sports are projected to grow in light of trends reflecting increased focus on promoting healthier and better active lifestyles.

Commercial lines

        The global sports media and events market can further be split by the following commercial lines:

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media rights, being fees paid to broadcast events on platforms such as television, the internet and radio;

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marketing and sponsorship, being fees paid by brands and companies to be associated with a sports event, league or facility and also includes host city fees;

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gate revenue, being ticket sales for live sports events and event entry fees for mass participation sports events; and

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merchandising, being the sale of licensed products related to sports events and/or teams, including logos, icons and other intellectual property.

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        The following table sets out, broken down by commercial line, the estimated historical and projected size of the global sports media and events market.

        The largest contribution within the global sports media and events market is expected to continue to come from marketing and sponsorship as brands continue to use sports as a medium to engage with their end customers. As a result, this commercial line is projected to be a major driver of the global sports media and events market as a whole with a CAGR of 6.6% from 2018 to 2022. The growth is driven, in particular, by the APAC region, where the sponsorship demand is currently not as developed as in North America and Europe.

        Media rights is another commercial line that is expected to grow rapidly and is therefore projected to be another major driver of the global sports media and events market due to new emerging digital channels and pay-TV. As new channels emerge, audiences are fragmenting across media, including online and mobile, and the new channels have created competition in the market for media rights. Revenue generated from media rights within the global sports media and events market is expected to grow at a CAGR of 7.5% from 2018 to 2022, outpacing the other commercial lines over this period.

        Gate revenue and revenue generated from merchandising within the global sports media and events market are forecast to grow at a relatively stable rate. As income increases in line with economic development, an increasing number of audience groups will be willing to enjoy live matches and purchase related goods, driving the market.

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Geography

        The following table sets out, broken down by geography, the estimated historical and projected size of the global sports media and events market.

        North America continues to be the largest geographical market within the global sports media and events market, accounting for 38.9% and a projected 38.2% of the global market share in 2018 and 2022, respectively, and projected to grow at a 5.3% CAGR over the period. Europe accounted for 26.8% of the global market share in 2018 and is expected to grow within the global sports media and events market at a 5.1% CAGR from 2018 to 2022. We are the largest full-service sports marketing company measured by revenue in Europe in 2018, exceeding the second-largest player by a factor of almost three times.

        Due to their maturity, the sports media and events markets in North America and Europe grew at relatively lower rates compared with emerging markets such as China, which witnessed a double-digit CAGR from 2014 to 2018. Future China market growth will mainly be driven by a growing fan base, the Beijing 2022 Winter Olympic Games, and further government investments and initiatives. In China, in particular, football is expected to be driven by increasing private investments and government policy support. The value of media rights for the Chinese Super League has greatly extended in recent years and is likely to sustain growth in the foreseeable future. Moreover, from 2018 to 2022, the size of China's winter (Olympic) sports market and China's mass participation sports market is expected to grow rapidly at a CAGR of 22.6% and 20.7%, respectively. See also "—Growth in China."

Growth in global mass participation sports market

        The global mass participation market consists of mass participation sports events taking place worldwide. Historically, we have demonstrated leadership in the global mass participation sports market.

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Number one provider of mass participation sports events (based on revenue in 2018).

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Number one provider of triathlons and mountain biking races (based on both events organized and revenue in 2018).

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IRONMAN and IRONMAN 70.3 brands are the largest global brands in the mass participation sports market (based on revenue in 2018).

        Widespread event accessibility and health awareness has contributed to more athletes participating in mass participation sports, growing from approximately 620 million in 2014 approximately 744 million in 2018 globally, representing a CAGR of 4.7%. It is estimated that the athlete base of mass participation

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sports will continue to grow in the coming years, potentially reaching approximately 878 million athletes in 2022.

        Mass participation sports athletes are demographically attractive as they are generally more affluent and able to afford spending on goods and services related to mass participation sports when compared with the general population.

        As a result, in parallel with the growth of the athlete base of mass participation sports, total athlete spending (defined as mass participation sports-related spending, for example, on equipment, training, nutrition and travel) within the global mass participation sports market increased from approximately €32.9 billion in 2014 to approximately €49.5 billion in 2018, representing a CAGR of 10.8%. This growth is further expected to accelerate with total athlete spending in the global mass participation market is expected to increase to €73.5 billion in 2022. Of the total athlete spending in the global mass participation market, payment of event fees made up only 4.9% of total athlete spending in 2018, with the balance of total athlete spending consisting of spending on equipment, training, nutrition and travel.

        As a consequence of these trends, the global mass participation sports market has witnessed robust growth in recent years. Revenue increased from €3.0 billion in 2014 to €3.9 billion in 2018, representing a CAGR of 6.7% over the period. It is anticipated that the global mass participation sports market will accelerate to a CAGR of 7.7% from 2018 to 2022, mainly driven by the rising public awareness of personal wellness, increasing number of athletes, increasing personal spending on equipment and training, and growing penetration in developing countries.

        The following table sets out, broken down by sports, the estimated historical and projected size of the global mass participation sports market, measured by revenue.

        "Other" includes obstacle course races, amateur cycling, mountain biking and other mass participation sports.

Running

        The running segment represents the largest segment within the global mass participation sports market, accounting for 62.5% and 63.8% of the market in 2018 and 2022, respectively. We are the number one provider of running events, based on both events organized and revenue in 2018.

        The running market remains fragmented (with the top three operators accounting together for 1.4% market share based on events organized in 2018), representing considerable opportunity for larger, experienced operators to grow, consolidate and gain market share. In addition to representing the largest

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segment within the global mass participation sports market, running is also forecast to be the fastest growing segment in the mass participation sports market, growing at a 8.3% CAGR between 2018 and 2022, to €3.4 billion (representing the revenue generated from the running sports events) by the end of 2022. With distances typically ranging from 5 kilometers to 42 kilometers, this segment is more accessible to beginners and also offers a wide range of challenges for seasoned runners, thereby driving higher growth.

Triathlons

        Triathlons are considered the second-fastest growing segment within the global mass participation sports market, growing at a 7.3% CAGR between 2018 to 2022. We are the leading provider of triathlons, based on both events organized and revenue in 2018.

        Participation in U.S. triathlons has risen steadily over the last two decades, with triathlons representing the fastest growing vertical in the U.S. sports industry along with duathlons, aquathlons, aquabiking, winter triathlons, off-road triathlons and paratriathlons, and other endurance sports. According to USA Triathlon, or USAT, the national governing body for multisport disciplines in the United States, membership activity increased from approximately 122,000 in 2000 to more than 432,000 by the end of 2015. Triathlon athlete demographics also contribute to greater spending per athlete. More than 80% of global triathlon athletes in 2018 had college or university degrees and earned an average annual household income over the equivalent of €130,000. A typical triathlon athlete spends the equivalent of €2,100 on sports equipment and nutrition and up to €990 on training per year.

Geography

        The following table sets out, broken down by geography, the estimated historical and projected size of the global mass participation sports market.

        North America is the largest market, accounting for over 50% of the estimated historical and projected global market between 2018 and 2022, growing at a 7.3% CAGR over the period. Whilst accounting for a smaller portion of the market, Europe is growing at a similar CAGR of 7.1% from 2018 to 2022.

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        Compared with the mass participation sports market of other regions, the mass participation sports market in China has demonstrated strong growth, with a CAGR of 44.8% from 2014 to 2018. Furthermore, the mass participation sports market is expected to grow in China at a CAGR of 20.7% from 2018 to 2022, mainly driven by favorable government policy support for public sports participation, income growth and injection of health awareness of Chinese residents in recent years. Mass participation sports events across the globe have attracted a variety of global and regional brands spanning many industries as sponsors. Notable brands include Absa, Adidas, Bank of America, BMW, Brooks, ESPN, Gatorade, Maserati, McDonald's, New Balance, Red Bull, Standard Chartered Bank, and Toyota, among others.

Growth in spectator sports

        Spectator sports can be divided into football, summer (Olympic) sports, winter (Olympic) sports and other sports.

Football

        Football is the most popular sport around the world and has the largest number of fans. In addition, football also represents the largest sport within the global sports media and events market in terms of revenue in 2018, representing 50.5% of the market in 2018.

        We are the leading full-service sports marketing company in football in 2018 in terms of revenue. The football segment within the global sports media and events market is considerably fragmented with the top three full-service sports marketing companies, including us, making up 0.7% of total revenue in 2018. In recent decades, football has witnessed strong growth driven by the "big five leagues" (England, France, Germany, Italy and Spain), the UEFA Champions League, as well as the FIFA World Cup™ and continental football events, such as the newly created UEFA Nations League in 2018. The successful operation of these global, continental and national events and leagues greatly improves the value of intellectual property and media rights owned by rights owners, thereby providing significant opportunity and demand for sports media and marketing companies such as ours.

        During the period from 2014 to 2018, revenue generated within the football segment of the global sports media and events market grew from €69.7 billion to €90.2 billion, representing a CAGR of approximately 6.7%. Revenue is further expected to grow at a 5.7% CAGR from 2018 to 2022, mainly driven by the FIFA World Cup™ which takes place every four years (next event in Qatar in 2022). In addition, the emerging football market in Asia is expected to further drive the global market. In China, the State Council's supportive policy of China's sports industry positions it as one of China's pillars and key development industries in the next decades. The region's growth is expected to continue under the favorable policy support, nationwide awareness and interest in fitness, reform in spectator sports and massive capital inflows into the sports industry.

Summer (Olympic) sports

        We are the third-largest full-service sports marketing company in summer (Olympic) sports measured by revenue in 2018.

        The summer (Olympics) sports segment is the second largest segment in the global sports media and events market, accounting for 24.8% and 24.9% of the market's revenue in 2018 and 2022, respectively. Revenue generated within the summer (Olympics) sports segment grew at a CAGR of approximately 6.3% from 2014 to 2018.

        We believe the development of summer (Olympic) sports in key markets, such as the creation of the Volleyball Nations League beginning in 2018, will contribute to future growth. Therefore the summer (Olympics) sports segment is expected to grow at a 6.0% CAGR from 2018 to 2022. The revenue generated from each element of the summer (Olympic) sports market is relatively balanced.

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Winter (Olympic) sports

        We are the rights-in partner of all seven Olympic Winter Sports federations and have created one of the largest portfolios with international rights-in partners. Consequently, we are the largest full-service sports marketing company in winter (Olympic) sports measured by revenue in 2018.

        Revenue generated within the winter (Olympic) sports segment increased from €7.8 billion to €9.5 billion from 2014 to 2018 at a CAGR of approximately 4.9%. The segment is further expected to keep the growing trend from 2018 to 2022 with a CAGR of approximately 4.8%, reaching €11.4 billion in 2022.

        Winter (Olympic) sports have displayed stable growth across Europe and North America, primarily driven by skiing, ice hockey and biathlon. China, where winter (Olympic) sports are relatively nascent, presents new market growth opportunities in the winter (Olympic) sports area, fueled by the upcoming Beijing 2022 Winter Olympic Games. See "—Growth in China."

Growth in China

China sports media and events market

        In recent years, China has enhanced its sports media and events market with both investment in domestic talent and additional foreign talent in domestic leagues. The Chinese sports media and events market has grown from €4.3 billion in 2014 to €6.4 billion in 2018, representing a CAGR of approximately 11.0%. The following table sets out the estimated historical and projected size of the sports media and events market in China.

        Summer (Olympic) sports was the largest sport, accounting for around half of the total Chinese sports media and events market in 2018. China's sports media and events market has seen significant growth, especially through the China Super League, or CSL, and CBA.

        A growing Chinese economy and introduction of foreign sports events have served to cultivate the sports consumption market and sports fans. Dynamic international sports events, such as the UCI Tour of Guangxi, have been imported to China. Meanwhile, with a broad fan base and established infrastructure, viewership of sports events has increased. The number of live audience members for CSL and CBA sports events has increased from approximately 6.2 million in 2014 to around 8.6 million in 2018, representing a CAGR of 8.5% during the period. The increasing number of sports events and viewership has accelerated the development of China's sports media and events market. Annual revenue of CSL grew from €58.0 million in 2014 to €192.2 million in 2018. Moreover, the CBA increased revenue from €82.9 million to €147.0 million between 2013/14 and 2017/18. Along with massive policy support and increasing market reform in China's sports media and events market, the Chinese sports media and events market is expected to grow at a faster pace in the next five years, reaching an estimated €9.3 billion in terms of revenue by

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2022 with a CAGR of 9.6% from 2018 to 2022. According to the 13^th Five-year Plan for the Development of Sports Industry, the further market reform of China's sports industry includes the professionalization of more sports categories, encouraging more private investment in the sports industry and market-oriented operation of sports venues.

        In China's sports media and events market, we are the leading comprehensive and integrated sports events organization and operation company by number of sports events in China in 2018. We have the widest sports coverage of various large-scale, prestigious sports events types, such as triathlon, running, mountain biking, cycling, football and basketball in the Chinese market. See "Business—Our Competitive Strengths—Powerful presence in China with established core sports assets and expertise in strategic expansion." Overall, we cover the most sports events in China and more than twice as many as the next market player.

        China has become another engine for summer (Olympic) sports, leveraging large fan bases in sports like basketball, table tennis, and badminton. An increasing number of sports events is likely to be developed from these sports, driving the development of the sports media and events market in China.

China mass participation sports market

        The following table sets forth the estimated historical and projected size of the mass participation sports market in China based on revenue:

        China's population of 1.4 billion in 2018, accounted for over 18% of the world population. However, the number of mass participation sports athletes in China was only 132 million in 2018, compared with a global athlete base of 744 million. Along with the growing number of mass participation sports events presented in China in recent years, such as city marathons and road cycling events, the number of mass participation sports athletes in China grew at a CAGR of 7.7% from 2014 to 2018, and is further forecast to grow at 7.8% from 2018 to 2022 to 179 million athletes compared with 878 million globally.

        Sports participation in China has been growing due to increasing income levels and the rising middle and affluent class. Higher standards of living have contributed to awareness of the importance of a healthy lifestyle and the need to maintain fitness through sports. Recently, the popularity of marathons, half-marathons and other running events has reflected the growing participation in sports. Similarly, a large and active millennial population and rising incomes for China's middle class has resulted in more disposable income for gym memberships and fitness classes. In support of these trends, the country's State Council unveiled a five-year fitness plan targeting 1.5 trillion Chinese yuan (approximately €225 billion) in national spending on sports and fitness by 2020. With government promotion of nationwide fitness and raised public awareness of personal fitness, the mass participation sports market in China is predicted to further increase to €240.9 million in 2022, growing at a CAGR of 20.7% from 2018 to 2022.

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Sports intellectual property monetization opportunities in China

        Favorable policy support and a massive sports fan base have laid a solid foundation for the introduction and replication of top sports intellectual property in China. In 2014, the State Council of China issued a core policy supportive of China's sports industry, entitles Opinions on Accelerating the Development of Sports Industry and Promoting Sports Consumption, which positioned sports in China as an area of key development for decades. Also, a booming sports market, high-end sports events demand, and growing number of sports fans are giving opportunities for leading players to create local intellectual property rights tailored to China.

Growth in digital, production and sports solutions (DPSS) market

        The DPSS market refers to the market related to digital information and technology, including both content production and new services, such as digital services and augmented reality, or AR, and virtual reality, or VR, services.

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Digital solutions are services along the digital value chain for right owners, sports teams and brands to deal with digital strategy and monetization, creative and technology services and content delivery. Digital solutions also include advertising solutions, hospitality, ticketing and other solutions based on digital systems.

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Sports solutions help clients to operate media and marketing strategies.

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Content production refers to the entire spectrum of traditional signal and media production, host broadcasting production and management for broadcasting of events.

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AR/VR services refers to AR/VR technologies enabling the audience to interact with the live environment and helping advertisers to better target consumers.

        There are two categories of DPSS service providers in the DPSS market: broadcasters and independent DPSS service providers. Broadcasters own their production teams and self-produced sports programs. Independent DPSS service providers are independent of broadcasting corporations and include companies such as ourselves, NEP Group, Sportradar, Perform Group and Endeavor. Although some rights owners choose to conduct content production in-house, there is an emerging trend that independent DPSS service providers are becoming increasingly important as they can demonstrate more value-added services to rights owners including digital services and VR/AR/artificial intelligence solutions.

        We are the number two global independent DPSS service provider in terms of revenue in 2018. The following table sets out, broken down by service, the estimated historical and projected size of the DPSS market, based on revenue.

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        Content production is the largest segment comprising 73.9% and approximately 70.5% of the market's revenue in 2018 and 2022, respectively. Factors contributing to future growth include artificial intelligence and applications leveraging data, continued technology disruption and increased digital presence among sports operators. The DPSS market as a whole is expected to grow at a CAGR of 9.8% from 2018 to 2022.

        Currently available digital technology allows sport clubs, sports event organizers and rights owners to track and gather insightful data to better understand audience behavior and preference. Brands are increasingly looking for ways to better interact with fans. In addition, sport clubs, sports event organizers and rights owners are increasingly gathering insightful data of fan behavior to provide tailored contents to bring them closer to the sports events. The growing emphasis on fan engagement is likely to continue to drive the digital services spending in the sports industry.

        With the developing technology, content production service providers will provide various services from signal coordination, content production and management to host broadcasting and post production services to various channels including traditional television and emerging online channels. The growing coverage of services is likely to drive the market. Also, the market is projected to be driven by AR/VR technology since it can enhance the experience significantly and hence would be expected highly welcomed by audiences.

Growth in eSports market

        The eSports market is built around the competition of video games between professional players. Not only do eSport players compete in digital versions of traditional sports (for example, football), the virtual nature of eSports opens up new avenues such as multiple online battle arenas, first person shooters, real time strategy and other games which are not practiced in established sports fields, creating a large potential market. The following table sets out, broken down by commercial line, the estimated historical and projected size of the eSports market split by commercial lines, based on revenue:

        The eSports market emerged in the early 2000s and has grown to become an influential market, especially among the younger generation. Its audience has increased from 225.5 million in 2014 to 454.4 million in 2018 and is expected to achieve a CAGR of 14.3% from 2018 to 2022, reaching an estimated 777.2 million in 2022. Revenue generated from the eSports market experienced double-digit growth of 49.3% from 2014 to 2018. Sponsorship accounted for a significant share of revenue, with approximately 65.8% of the total market in 2018.

        Unlike traditional niche sports in the past, eSports has leveraged digital technologies for monetization and is evolving from a niche activity to a mainstream sport. Emerging digital channels, such as social media, and live streaming allow eSports to reach a broader audience, which in turn alters the way fans consume and engage with sports content. With media being consumed increasingly on mobile and other digital devices, brands are shifting advertisement budgets to these platforms to cater to and address evolving consumption patterns.

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BUSINESS

Our Mission

        Our mission is to unite people in sports and to enable athletes and fans to live their passions and dreams. We do this by delivering unmatched sports event experiences, creating easy access to engaging content and building inclusive communities.

Overview of Our Business

        We are a global sports events, media and marketing platform with significant intellectual property rights, long-term relationships and broad execution capabilities through which we create value for stakeholders in all parts of the sports ecosystem, from rights owners, to brands and advertisers and to fans and athletes. We own, or otherwise have contractual rights to, an extensive portfolio of global, regional and national sports properties from which we seek to generate revenue across the value chain, including events operation, media production and media distribution, sponsorship and marketing, digital solutions and ancillary services.

        We have combined the strengths of our Infront, WEH and WSC businesses to form one of the world's largest sports events, media and marketing platforms in terms of revenue in 2018 (unless otherwise indicated, statements as to markets, including our leading positions in such markets, in this section are derived from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party research firm; see "Industry Overview" for further information). In particular,

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we are the number one provider of events in triathlon, mountain biking and running globally (based on revenue and number of events organized in 2018), with noteworthy events organized in key geographical markets in Europe, North America, Oceania and China;

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we are the number one full-service sports marketing company (based on sports covered in 2018) and the number two full-service sports marketing company (based on revenue in 2018), with number one positions, among such companies, in football and winter (Olympic) sports, as well as the number three position in summer (Olympic) sports (each based on revenue in 2018); and

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we are the number two global independent DPSS service provider (based on revenue in 2018).

        We have a global sports event portfolio built principally around the strength of globally recognized brands and related intellectual property in mass participation sports owned by WEH, including triathlon, running and mountain biking, which we complement with personal and corporate fitness and other events, such as obstacle course racing, owned by Infront, which benefit from its relationships with brands and other stakeholders. We seek to create inspirational sports experiences for athletes and establish highly engaged and dedicated communities for athletes. We believe that, through our in-depth knowledge of mass participation sports, our global insights into athletes and our technical capabilities, we are well-placed to deliver engaging mass participation sports events to our athletes, partners, and fans worldwide. In addition, we are able to develop unique insights from the wealth of data generated from our athletes enabling us to amplify athlete engagement, increase effectiveness of sponsorship arrangements and otherwise maximize the income potential for sports events, including through targeted services and cross-selling opportunities.

        Through Infront, we are the partner of choice for some of the world's most significant sports federations, leagues and clubs, as well as premier corporate sponsor brands, broadcasters and media companies. We act on behalf of a range of rights owners through long-term rights agreements and have established successful long-term relationships with many of these partners. We connect these rights owners to fans and brands, enabling them to deliver their events and maximize coverage with solutions to achieve the widest possible promotion of their events. To do so, we have built a network of rights-in partners, rights-out clients, digital media partners, broadcasters, advertisers and other stakeholders throughout the sports ecosystem. We deliver media solutions such as host broadcasting, media production and the distribution of sports content in the form of live coverage, programming, archive services and digital

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solutions, and offer the right fit for brands to reach their target markets through sponsorship arrangements. We delivered approximately 3,700 event days for our partners of our spectator sports and DPSS businesses in 2018.

        We reported revenue of €877.2 million in 2016, €954.6 million in 2017 and €1.1 billion in 2018. For the three months ended March 31, 2019, we reported revenue of €245.6 million. We generate revenue from the following principal sources:

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Where we own the intellectual property relating to sports events, principally in our mass participation sports business, we derive a significant proportion of our revenue from event entry fees and other event-related fees, such as host city fees, and otherwise monetize our intellectual property through sponsorship, event and product licensing, merchandising and media distribution opportunities.

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Where we do not own the intellectual property relating to sports events, generally in our spectator sports business, we enter into rights-in arrangements and, in turn, enter into rights-out arrangements to engage the rest of the sports ecosystem, deriving revenue principally from media distribution, sponsorship and marketing activities.

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We also derive revenue by providing our partners a comprehensive suite of specialized sports-related services, drawing from our in-house DPSS capabilities, including event operation and support, innovative digital media solutions, media and program production, host broadcasting, marketing services, event operations services, brand development services, advertising solutions and ancillary services (such as sponsorship and broadcaster servicing, venue advertising solutions, hospitality and ticketing).

        In both our spectator sports and DPSS businesses, we rely on contractual rights to obtain the rights we can then monetize, and otherwise provide a comprehensive suite of sports-related services using our in-house DPSS capabilities, either as part of a rights-in or rights-out arrangement (accounted for under our Spectator Sports segment) or as part of a separate service contract (accounted for under our DPSS segment). See also "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our Competitive Strengths

Leading sports events, media and marketing platform delivering iconic sports events and premium content to sports enthusiasts worldwide

        We are one of the world's largest sports events, media and marketing platforms (in terms of revenue in 2018). We have a global footprint with business in the more mature sports markets of Europe, North America and Oceania, as well as the emerging markets of China, Southeast Asia and Latin America. As a leading owner, organizer, operator and licensor of mass participation sports events (based on revenue in 2018), we create engaging events fostering highly engaged and dedicated communities. We also serve a broad range of stakeholders across the sports ecosystem by designing, commercializing and delivering the key aspects of sports events and providing comprehensive services across a diversified portfolio of sports events. Leveraging more than three decades of our sports media and marketing experiences, we have significant scale and reach to serve the largest sports events and partners, with the ability to monetize our sports rights and leverage our extensive network of global relationships and execution expertise to deliver premier sports events, content and services worldwide. As of December 31, 2018, we worked with more than 160 rights owners, more than 750 brands and more than 120 media broadcasters.

        Our reputation is underpinned by our market-leading positions and industry recognition.

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We are the number one provider of mass participation sports events in triathlon, mountain biking and running globally (based on revenue and number of events organized in 2018), with our portfolio

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built around a stable of globally recognized brands that we own, including IRONMAN, IRONMAN 70.3, the Rock 'n' Roll Marathon Series and the Cape Epic mountain biking event.

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We are the number one full-service sports marketing company (based on sports covered in 2018) and the number two full-service sports marketing company (based on revenue in 2018) with number one positions, among such companies, in football and winter (Olympic) sports, as well as the number three position in summer (Olympic) sports (each based on revenue in 2018). We service major football rights owners worldwide at every level of competition, including international, regional, league and club level. We also partner with all seven Olympic Winter Sports federations and have an extensive summer sports portfolio.

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In 2018, we owned, or had rights in respect of, more than 20 world championships, including the FIFA World Cup Russia™, the IRONMAN World Championship and the IIHF Ice Hockey World Championship.

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Over the years we have been repeatedly recognized by our sports-focused industry, having received many of the most prestigious awards, such as Agency of the Year (TV Sports Awards, 2016 and 2017), Sports Agency of the Year—International Sports Awards (2017), International Broadcasting Convention Awards (2006, 2010 and 2014), SPORTEL Golden Podium Awards (2002 and 2011), Triathletes Choice Best Large Event & Triathletes Choice Best Bucket-list Event awarded by Triathlon Business International (2018), Sports Emmy for Outstanding Edited Sports Event Coverage for the television broadcast of the IRONMAN World Championship (2018), Best UK Triathlon (2018), Forbes' Top Marathon Worth Travelling For Award (2018) and ISEM Sports Innovation Award (2010).

Owner of iconic mass participation sports events globally, with world-class operational expertise

        We own and operate iconic mass participation sports events with a portfolio of globally recognized brands. We built this portfolio principally around the strength of these brands, which we believe differentiates our events from those of others in the highly fragmented mass participation sports market. Our business model in respect of our events focuses chiefly on amplifying athlete engagement, building and maintaining premium pricing and developing ancillary revenue streams to achieve profitability.

        In 2018, we had 326 mass participation sports events in 48 countries on six continents, of which we organized 241 events in 23 countries.

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Triathlon:  Our iconic IRONMAN and IRONMAN 70.3 brands are the largest global brands in the mass participation sports industry (based on revenue in 2018), and are viewed as the gold standard for triathlon events. In addition, we operate numerous short-course triathlons and multi-sport festivals annually.

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Running:  Our Rock 'n' Roll Marathon Series events combine running, travel and entertainment into a compelling athletic experience for runners of all abilities. Our portfolio also includes a number of prestigious marathons in China, including the Double Heritage Series of marathons, and elsewhere, including the Standard Chartered Singapore Marathon, the Auckland Marathon and the Bordeaux Marathon. Through our partnership with the Abbott World Marathon Majors, or AWMM, an association formed by owners of six of the largest and most renowned marathons in the world (the Boston, New York, Chicago, London, Berlin and Tokyo marathons), we have the exclusive right to nominate and induct three new marathon events to become part of the World Marathon Majors, or WMM, series, subject to each proposed event satisfying the material operations requirements of WMM through an evaluation process and certain other requirements. Additionally, our B2Run running series is the leading corporate running series worldwide (based on number of events in 2018) with events in 36 host cities across 7 countries in 2018.

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Mountain Biking:  Our portfolio of mountain biking events features some of the most prestigious, demanding and competitive races globally. Our mountain biking events take place in Australia, New

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Zealand, Europe and South Africa, and include what we believe is the preeminent mountain biking event, the Cape Epic.

        We operate this portion of our business through a network of offices around the globe. We have core competencies in the organization, execution, marketing and sales of these events. Our experienced and knowledgeable teams benefit from a strong network of relationships with host cities and other stakeholders. Our infrastructure allows us to provide highly engaging experiences for our athletes that encourage them to compete in more events, driving further engagement and fostering our community of athletes. We strive to deliver events on time and on budget and to provide for scalability in terms of potential further expansion of our mass participation sports events portfolio.

Coveted sports media and marketing rights with a track record of successful long-term partnerships

        We have well-established, successful, long-term relationships with iconic global rights owners, including:

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a 20-year relationship with FIFA;

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a 38-year relationship with the International Ice Hockey Federation, or IIHF;

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a 27-year relationship with the Fédération Internationale de Ski, or FIS; and

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a 26-year relationship with the European Handball Federation, or EHF.

        On the basis of these long-term relationships and the contracts that underpin them, we have built a comprehensive and diverse sports rights and services portfolio that enables us to offer, on behalf of the rights owners, sports media and marketing rights that appeal to, among others, broadcasters, digital media partners and brands. For example:

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Football:  We distribute, on behalf of the rights owners, key rights for the FIFA World Cup™ in Asia, in connection with the DFB Cup in Germany, and across the Italian Lega Serie A, and we deliver key services to FIFA, UEFA and national football federations and leagues as well as clubs across the leading football leagues worldwide.

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Winter sports:  We partner with all seven Olympic Winter Sports federations, including our long-term partnership with the IIHF, until 2023, for annual world championships in ice hockey, and, in skiing, long-term relationships with 28 national skiing federations, as well as the FIS.

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Summer sports:  We hold key rights to major events of the EHF, the global sponsorship program of the International Basketball Federation, or FIBA, major domestic basketball rights owners in China, Germany and Turkey, major events of the European Volleyball Confederation, or CEV, and the worldwide portfolio of the Badminton World Federation, or BWF.

        In 2019, similar to our engagement with the International Olympic Committee, the authority responsible for organizing the Olympic Games, in connection with the Olympic games cycle, which included the Rio 2016 Olympic Games, we are to distribute media rights for Sub-Saharan Africa, including 46 countries, for upcoming Summer and Winter Olympic properties. The four-year deal runs from 2020 to 2024 and includes the Lausanne 2020 Winter Youth Olympic Games, the Beijing 2022 Winter Olympic Games, the Dakar 2022 Summer Youth Olympic Games and the Paris 2024 Summer Olympic Games.

Powerful presence in China with established core sports assets and expertise in strategic expansion

        We have established a strong portfolio of sports events and media rights in China, an increasingly important global sports market. We believe, through our globally recognized sports and other brands (such as the Infront brand) as well as our association with the brands of our principal shareholder, Wanda Culture, which is headquartered in China, together with a deep understanding of local consumer

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preferences, we are well-placed to build our business in the expanding Chinese sports market. Our business in China is diverse, with proven capabilities in a range of sports events, including:

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basketball (including Chinese men's and women's national basketball teams, the 3x3 Road to Olympics tournament and acting as FIBA's exclusive partner for the Chinese domestic commercial rights relating to the FIBA Basketball World Cup 2019);

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football (China Cup International Football Tournament);

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triathlon (IRONMAN 70.3 events);

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running (Rock 'n' Roll Marathon Series and the Double Heritage Series of marathons); and

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professional cycling (UCI Tour of Guangxi as part of the UCI World Tour and the UCI Urban Cycling World Championships).

        In 2018, we organized 30 sports events in China that, in aggregate, attracted approximately 150,000 participating athletes. Further, we were engaged with four rights-in partners and two DPSS partners in China as of December 31, 2018.

Digital innovator and beneficiary of digital disruption

        The evolving media landscape, largely driven by digital technologies, allows passionate fans and athletes, rights owners and brands to engage deeply with sports events, content and communities, and creates new avenues for us to generate revenue. We believe we are well-positioned to monetize these dynamics with a track record of digital innovation, delivering award-winning digital solutions, cutting-edge technologies and marketing excellence.

        Operating under our iX.co brand (rebranded from Infront Digital in May 2019), we have a dedicated and experienced digital solutions team offering digital distribution and data analytics solutions to our partners. The technologies we employ in media and production, such as virtual advertising, artificial intelligence and data science, allow us to leverage our global operations expertise and large data pool to provide disruptive and customized solutions across sports categories and geographies efficiently.

        For example, we are the distribution partner of Viz Eclipse on an exclusive basis, providing a virtual advertising solution that will enable our partners to tailor and streamline their marketing and commercialization of sports events on a regional level. Viz Eclipse will allow our partners to virtually replace field-side advertising boards using proprietary and non-intrusive technology. Furthermore, in line with our focus on digital engagement with end-consumers, we acquired a 10% (economic) stake in COPA90 in 2018, a provider of digital football content to help engage and reach new fans and communities. In the first half of 2019, we invested in Level 99, an eSports creative agency, acquiring a controlling stake. We believe this acquisition will complement our digital agency business and eSports service offering.

        We have developed targeted strategies to create novel solutions for our partners, and believe we are also well-positioned to capture new monetization avenues from evolving digital content formats and distribution models, such as eSports as well as virtual and augmented reality, through Infront Lab, which we established to identify technologies and related collaborations to offer new products and services.

        For our mass participation sports business, we have built a proprietary customer relationship management, or CRM, capability designed to serve the large, demographically attractive and deeply engaged endurance communities that our events attract. Our system generates significant data around daily activities, retention and other valuable metrics that shape decision-making regarding events participation. Our teams drive engagement through innovative content on various distribution media, which also help us reach a wider global audience. Through innovative digital channels, such as OTT platforms, social media platforms such as Facebook, YouTube, Instagram and Snapchat, and community support systems, such as running clubs, training runs and volunteer opportunities, we seek to improve the engagement of our athlete communities, foster greater loyalty and enhance the network effects.

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Proven and highly visible financial model with a history of delivering profitable growth

        We consider our revenue to be predictable and highly visible, which is underpinned by long-standing relationships and long-term rights-in contracts with premier rights-in partners. We also benefit from significant visibility of our revenue from our mass participation sports events. We are typically able to see a substantial portion of our expected revenue in connection with an event well in advance of its hosting date from the athletes' entry fees, as athletes will pay such fees up to a year before the event to secure a place. Host city fees and sponsorship revenue also generally are collected upfront. In many cases across our businesses, we are able to provide visibility on our revenue through multiple-year media and sponsorship contracts.

        We historically have been a highly cash generative business with low capital expenditure requirements. We are diversified across geographies and sports, and, in particular in our spectator sports and DPSS businesses, have built a contract portfolio based on long-standing relationships. In our portfolio, we seek to maintain a well-diversified and balanced mix of rights-in arrangements and a comprehensive service offering, which we consider essential to reduce dependency on any single counterparty or revenue stream. We receive diverse revenue streams from both our owned and licensed events, our rights-in and rights-out arrangements and our service contracts with partners. No single rights-in or services contract in our current portfolio accounted for more than 10% of our revenue (excluding reimbursement revenues) in 2018, 2017 and 2016. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models" for more information as to our revenue generation.

Visionary and experienced management team able to leverage the capabilities of our organization and principal shareholder

        We benefit from a senior management team with a reputation for visionary leadership and a track record of building long-standing personal relationships with key stakeholders throughout the sports ecosystem and of successful growth through acquisitions and strategic partnerships. They work closely with our team of seasoned international sports and media specialists who have deep execution and operational experience.

        We have cultivated a globally experienced and skilled work force, focused on collaboration, individual accountability, flexibility and willingness to deliver high quality service to our clients. Our senior management team is able to leverage the capabilities of this broader work force to facilitate our ongoing and long-term relationships that are key to our sports events, media and marketing platform. Our combined team offers substantive industry experience throughout the global sports ecosystem, as well as in-depth knowledge of the Chinese sports market.

        We also benefit from sponsorship and support from our principal shareholder, Wanda Culture, leveraging its relationships in China, including with central and local governments as well as sports associations and officials, and its presence and brand strength to enhance our leading position in the growing Chinese sports market and accelerate growth in our business globally.

Our Growth Strategies

        We seek to leverage our global leadership position to harness the passion of the sports community, engage sports enthusiasts with memorable content and experiences across a range of platforms and attract leading brands.

Enhance our portfolio of sports events and sports rights to reinforce our leadership position

        An increasing appetite for sports around the world presents us with opportunities to engage with a broader range of sports and to develop new revenue streams from our engaged and deeply passionate athlete and fan base. We aim to capitalize on structural demand shifts in the sports consumption markets

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that we have identified, such as in personal and corporate fitness, to capture further revenue potential across sports events, merchandising and digital revenue streams. We believe we are well-positioned, in leveraging our operations and capabilities, to continue to build our mass participation sports events portfolio and to secure long-term coveted sports rights on a global basis.

        We intend to enhance our portfolio of events and rights through both our leading positions in our existing sports portfolio and positions we hope to establish in new premium sports segments with strong growth potential. For example, we expect to continue to expand into eSports, obstacle course races, trail running and motor sports to broaden our offering of sports rights and cater to the evolving demands of our customer base. We expect the resulting portfolio diversity will further strengthen cross-marketing opportunities across our portfolio, adding value and enhancing our ability to attract and secure sponsorships with leading brands.

        We will continue to leverage our scale, operating track record and global reach across sports stakeholders to identify, acquire and retain the most significant sports rights from which we can generate revenue. Based on more than three decades of sports marketing and media experience, we will continue to develop systematic and disciplined processes to evaluate and acquire sports rights at an attractive value, with the ability to strategically package rights for media companies and brands to maximize our returns.

Expand our events portfolio to broaden our global reach

        We have built our mass participation sports events portfolio principally around globally recognized brands, such as IRONMAN and IRONMAN 70.3 in triathlons, the Rock 'n' Roll Marathon Series in running, and the Cape Epic in mountain biking, and expect to continue this strategy in the future. The mass participation sports market is highly fragmented, which we believe creates significant opportunities to further enhance our market leadership position. We expect to continue to leverage the strength of our globally recognized brands together with our operating platform, global sales network and regional dedicated units to enter new product verticals in the mass participation sports market, enter new geographies and deepen our presence in existing sectors. For example, through our partnership with AWMM, we have the exclusive right to nominate and induct three new marathon events to become part of the WMM series, subject to each proposed event satisfying the material operations requirements of WMM through an evaluation process and certain other requirements. In addition, we expect that there will be continued opportunities worldwide to create or acquire additional exceptional events in the coming years.

Continue to build a vibrant sports business in China

        China represents an increasingly important sports market in which we plan to focus on growing our business. While China accounted for only 3.6% of the global sports media and events market in 2018, the market in China is expected to grow 9.6% annually from 2018 to 2022. China accounted for only 2.9% of the global mass participation sports market in 2018, which is estimated to grow 20.7% annually from 2018 to 2022. We seek to benefit from the favorable Chinese government policies, including those promoting health and sports agendas.

        We intend to leverage our globally recognized brands together with our existing global relationships with our partners, industry know-how, operational experiences and network of relationships with local businesses and governments to launch additional events across cities in China. We will seek, based on our global operational expertise and sales capabilities, to further unlock value through our range of established sports events and future events in China. We will also seek to find opportunities to help facilitate major sports events in China, such as the Beijing 2022 Winter Olympic Games.

        We also expect to use our digital solutions platform to expand production broadcasting services and media channels to domestic companies to maximize our audience reach in China. In 2018, we acquired a majority stake in Yongda, which focuses on media production related services in China, in particular the

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production of professional cycling races, such as the UCI Tour of Guangxi and the Tour of Qinghai. We believe we are well-positioned to help accelerate the broader development of China's sports industry.

Leverage new technologies to create value for partners, brands, fans and athletes

        The rapid shift of sports content consumption towards digital media platforms presents us with multiple growth opportunities and potential new revenue streams.

        We have a culture of continuous innovation and, consistent with this culture, we intend to be at the forefront in actively developing new technologies in content distribution, data analytics and artificial intelligence to create novel solutions and new channels across the sports ecosystem to reach and engage with fans and athletes, thereby creating value for our partners and brands by identifying new avenues for monetization.

        Our goal is to capture and maximize digital monetization opportunities across our core sports businesses. We intend to apply our in-house DPSS capabilities to achieve heightened engagement of sport fans and athletes around the world through effective means of digital mass distribution which offers the added benefit of allowing us to tap into previously underexploited sports and events across the world. Our Infront Lab will continue to focus on technical innovations through partnering with innovative start-ups with unique digital capabilities. We are also focused on identifying and capturing new consumer groups from emerging sports, such as eSports, drone sports and fantasy sports, through new technical capabilities.

Exploit revenue-generating opportunities in the evolving sports and fitness markets

        We aim to exploit certain structural shifts in the sports ecosystem, including as a result of globalization, new digital technologies, shifts to digital media consumption and changes in consumer behavior, such as a greater focus on health and lifestyle.

        We will continue to innovate our product and service offerings. We plan to capture additional value from the community of athletes that we serve, including bringing new athletes to our sports events, by integrating more holistically with them, including through fitness applications and athlete coaching, on a worldwide basis. Through the accumulation of information regarding our athletes and end-user behaviors, we intend to pursue initiatives designed to amplify engagement, incentivize athletes to participate in more events, increase the effectiveness of sponsorship arrangements and otherwise maximize the income potential of sports events.

        We are focused on capturing a greater share of the athlete wallet by tapping into different verticals in the athlete ecosystem. We are actively looking at brand extension opportunities. We also plan to launch new content, data and athlete engagement initiatives, such as a digital endurance training app to connect and service athletes. Using these initiatives, we believe we will be able to unlock the untapped monetization potential across the broader community of athletes.

Selectively pursue strategic partnerships, acquisitions and investment opportunities to further complement our service offerings

        We may selectively partner with, invest in or acquire companies that complement or enhance our existing operations as well as those that are strategically beneficial to our long-term goals, including opportunities that help broaden our customer base, expand our service offerings and grow the number of our events. We intend to focus on potential acquisition activities that offer us premium-branded events, as we believe we can leverage our existing industry and operational expertise to identify acquisition opportunities and enhance profitability. We also plan to explore investment opportunities in the digital sports media sector, through acquisitions of, or through investments in, digital sports media related companies.

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        In recent years, we have made a number of key acquisitions and investments, including those that have brought us globally recognized event brands (for example, Cape Epic (acquired in 2017) and Rock 'n' Roll Marathon Series (acquired in 2017)) and significant digital capabilities (for example, Omnigon (acquired in 2016) and Yongda (acquired in 2018)). We have significant experience in being able to integrate acquisitions, leveraging our operational expertise and infrastructure. Our track record of acquiring platforms and brands gives us confidence that our disciplined approach to making strategic and value-enhancing acquisitions will be a key pillar of our growth strategy.

Our History

        Our holding company, Wanda Sports Group, was incorporated in Hong Kong in 2018 to enable our principal shareholder, Wanda Culture, to spin-off and take public its sports-related business units, namely, Infront, WEH and WSC. For more details, see "Corporate History and Structure."

        The following chart illustrates our major milestones focusing on developments since the acquisitions of Infront and WEH in 2015:

        Infront.    Infront has been active in the sports marketing industry for more than 30 years. Infront was formed through the consolidation of a number of established sports-focused businesses. In 2000, CWL Telesport & Marketing AG (founded in 1980) and Prisma Sports & Media AG (founded in 1996), merged into Kirch Sport. In 2002, the merged group was further consolidated with Host Broadcast Services AG, or HBS, a single-purpose company founded in 1999 to deliver the host broadcast of the 2002 FIFA World Cup Korea/Japan™ and the 2006 FIFA World Cup Germany™. Following a management buy-out in 2003 of Kirch Sport, the group changed its name to Infront Sports & Media.

        Starting in 2003, the newly formed Infront continued to focus principally on providing European football-related services, including for prestigious events and series like the FIFA World Cup™ and the German Bundesliga, and other European national federations and clubs. Infront established Infront China in 2004. Under newly appointed management in 2005, Infront further diversified and expanded its business (both geographically as well as the sports it covered) through acquisitions and strategic partnerships. In order to broaden its portfolio in the personal and corporate fitness market, Infront acquired the B2Run running series in 2014.

        A private equity firm acquired Infront in 2011 and then sold it to Dalian Wanda GCL in 2015. Since then, Infront has continued to diversify and expand, both organically and through acquisitions. A key focus has been to develop and strengthen its digital capabilities. To this end, Infront acquired in January 2016 a majority stake in Omnigon, which is a leader in the development of digital platforms and social products as well as in the provision of related professional services, including live event support and implementation of digital advertising solutions. Infront has since increased its stake in Omnigon to 72% in February 2018 and acquired the remaining 28% in April 2019. In 2018, Infront complemented its mass participation sports business by acquiring XLETIX and its XLETIX Challenge and Muddy Angel Run obstacle course racing events. In February 2019, Infront acquired Youthstream, the owner of the exclusive media, sponsorship

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and global promotional rights to the International Motorcycling Federation's, or FIM, MXGP Motocross World Championship until the 2036 season. In the first half of 2019, Infront also invested in Level 99, an eSports creative agency, and acquired a controlling stake with existing management holding the remainder. We believe this acquisition will further complement our digital agency and eSports service offering.

        World Endurance Holdings.    WEH's business has been operating for over 40 years, since the first IRONMAN triathlon, which took place in Hawaii in 1978. During its initial decades, this business mainly licensed the IRONMAN brand to third parties who, as licensees, would organize and operate triathlons under the IRONMAN brand. Following its acquisition by a private equity firm in 2008, the business changed its focus and strategy to become principally an event organizer and operator. As such, it began to own, organize and operate more of the triathlons under the IRONMAN brand and other brands, such as the IRONMAN 70.3 and 5150 brand, and used less frequently, but did not eliminate, licensing.

        Under Dalian Wanda GCL's ownership, in the second half of 2015, WEH embarked on an effort to increase the number of sports events, the number of participating athletes and the range of mass participation sports events offered, eventually adding running, mountain biking, road cycling and trail running events to its portfolio. In 2016, WEH acquired Lagardère Sports' Endurance Division, adding various triathlon, running, cycling and mountain biking events to the portfolio. In 2017, WEH added to its portfolio the Cape Epic mountain biking event in South Africa and, through the acquisition of Competitor Group Holdings, Inc., the Rock 'n' Roll Marathon Series. In May 2019, WEH acquired the Sun-Herald City2Surf, among other events, from Nine Media.

        Wanda Sports China.    Since its establishment in 2015, WSC has developed opportunities for sports events in China, such as the China Cup International Football Tournament and the UCI Tour of Guangxi. To expand our Chinese footprint in running events, WSC acquired Double Heritage Series in 2017, adding marathons in China to our portfolio, such as the Dun Huang Marathon, Wen Jiang Marathon and Cheng Du Double Heritage International Marathon, and partnered with Chengdu City to operate the Chengdu International Marathon in 2018. WSC also has leveraged our mass participation sports portfolio to expand our presence in China by licensing IRONMAN 70.3 triathlons and the Rock 'n' Roll Marathon Series in China. In 2018, WSC also acquired a majority stake in Yongda, which focuses on media production related services in China, in particular the production of professional cycling races, such as the UCI Tour of Guangxi. We acquired control over, and consolidate the operating results of, WSC through a VIE structure in 2019. See "Corporate History and Structure."

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The Sports Ecosystem in which We Operate

        The sports ecosystem consists of multiple, unique sports-related assets, opportunities and stakeholders that, collectively, contribute to a successful and thriving global sports-focused economy. The following illustrates the sports ecosystem and key stakeholders in each component.

        Historically, the sports and marketing / media industries have been closely interconnected in a value chain connecting live sports events with brands, advertisers, fans and athletes through linear media distribution (television and radio broadcasting). More recently, the sports ecosystem has begun to undergo transformation caused, in large part, by technological developments and related changes in consumer behaviors. See "—The Evolving Sports Ecosystem" for further discussion as to these developments.

Traditional Value Chain

        The following chart illustrates different areas of the traditional value chain of the sports ecosystem:

Events

        Live sports events (and the intellectual property with respect thereto) are the foundation of the sports ecosystem. The organization of sports events (and, ultimately, consumer interest in participating in or viewing such events) is the primary driver for the creation of value in the sports ecosystem. The types of sports events on offer worldwide vary widely, ranging from local, small-scale events with primarily amateur athletes and families, to premier international sports events, such as the FIFA World Cup™ and the Olympic Games. The key stakeholders in respect of sports events are the rights owners to those events, which can include international sport federations (such as the International Olympic Committee, FIFA or UCI), national sport federations (such as the DFB), leagues (such as the Lega Serie A or Bundesliga), clubs and other sports event organizers, which, for our mass participation and other sports events include us, as well as the athletes themselves.

Media Production

        Media production companies produce audio and visual content in a range of formats allowing for the potential mass enjoyment of a live sports event, which they provide together with production-related services to their clients. These companies coordinate the broadcast signal in an event location, manage the necessary preparations for the broadcasts and produce the actual audio-visual content. These companies

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also provide post-production services, such as archive management and creation of highlight videos. They differentiate themselves, not only in their ability to distribute and transmit the content while meeting high quality standards, but also in their ability to produce different formats for multiple channels and platforms with specific requirements. The quality and versatility of media production has a direct impact on the value of the media and marketing rights, with higher quality and greater versatility fostering greater audience and sponsorship appeal.

Linear Media Distribution

        Media coverage is the engine that drives the exposure for, and interest in, live sports events. Event rights owners seek to add value and generate revenue by selling the media rights to their events, including the sale of television and radio broadcasting rights and, more recently, digital media rights. Broadcasters, including television channels and other media platforms, acquire rights to broadcast sports events. The broadcast of such media allows for further monetization of sports rights through sponsorship and advertising, among others. Media distribution related services and solutions include broadcaster servicing, the handling of technical media distribution and archive services.

Sponsorship and Marketing

        We consider sports to be one of the most sought-after markets for brands, as audiences connect emotionally to sports across socio-economic groupings. Through sponsorship arrangements, rights owners can achieve significant value, while brands can benefit from significant potential exposure to achieve brand enhancement. Marketing rights that can be monetized include the acquisition and sale of rights relating to sponsorship, advertising, hospitality, licensing, stadium naming and endorsements.

Ancillary Services

        The sports ecosystem provides numerous opportunities to provide value-added services to sports events, strategic partners, athletes and fans. Ancillary services include digital solutions services, sponsor and broadcaster servicing, venue advertising solutions and ticketing for the benefit of rights owners and other stakeholders in the sports ecosystem.

The Evolving Sports Ecosystem

        The sports ecosystem continues to evolve. New technologies and models have an impact across the traditional sports value chain, providing significant opportunities for rights owners to engage more directly and fully with fans and other sports enthusiasts through a wide variety of platforms and technologies. At the same time, changes in consumer behavior, such as the development of new sports categories and the trend toward more healthy and active lifestyles and changes in media consumption, continue to change the sports ecosystem.

        Digital disruption.    One significant contributor to the evolution of the sports ecosystem is the digital disruption, brought on by emerging digital technologies and related business models. As a result, content distribution is no longer solely linear. Audiences increasingly consume media on mobile and other digital devices, and brands are shifting advertisement budgets towards these platforms. Integration of content on digital platforms provides unprecedented levels of analytical insight of end-users. Data analytics (which is back-end driven based on artificial intelligence, leading to more precise targeting, higher conversion and more income per impression), as well as social media, ad technology and e-commerce are becoming increasingly relevant. We believe sports content, and live events in particular, remains among the most watched programming across distribution channels, even among younger fans who tend to be more digitally focused.

        Enhanced consumer engagement.    Traditional and emerging sports are increasingly taking advantage of digital distribution channels to reach fans. For example, information about sports can be compiled and integrated through a single platform such as digital hubs, which can be readily accessed on mobile devices. Such direct interaction leads to consumption and sharing of the content that the community cares most about, and deep engagement for consumers is enabled by providing platforms for them to engage with sports in novel ways.

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        Emerging sports.    The digital realm also allows new types of sports to evolve. For example, eSports, which is generally defined as competitive, professional video game playing, is evolving from a niche activity to a mainstream sport, largely as a result of social media and live streaming, with, we believe, the potential to become a global sport without borders. In addition, we are also focused on identifying and capturing new consumer groups from drone sports and fantasy sports through new technical capabilities. Niche sports such as surfing, mind games (such as chess) and martial arts that historically did not enjoy much television coverage and were therefore hard to monetize, are now becoming preferred hubs for brands with the growth of technology and digital channels. Emerging digital channels have allowed niche sports to reach a broader audience, which in turn has altered the way fans consume sports content.

        Change towards a more healthy and active lifestyle.    Products and services focused on a healthier and better active lifestyle are growing globally and becoming increasingly popular. New formats in personal and corporate health events, such as obstacle course races, urban trail runs, themed runs and cycling are attracting new consumer groups. Also, wearables and digital services allow for new dimensions in the area of personalized fitness solutions.

Our Role in the Sports Ecosystem and our Value Proposition

        We believe that the winners in the evolving sports ecosystem will be the ones able to balance efficient operations tailored to the traditional value chain with targeted initiatives and investments focused on evolving market trends.

Overview of Our Business Model

        As a global sports events, media and marketing platform, we create value for stakeholders in all parts of the sports ecosystem, from rights owners to brands and advertisers, and from fans to athletes. We own or otherwise have contractual rights to a portfolio of global, regional and national sports properties and are able to commercialize and deliver high-quality services in relation to all relevant aspects of major international sports events, top-ranked sports leagues and competitions. As the sports ecosystem evolves, we have sought to tailor our capabilities to capture opportunities, including by focusing on innovative digital solutions, expanding our own portfolio of mass participation sports events and, in general, providing digital solutions and services, using our in-house DPSS capabilities, to further develop our sports events, media and marketing platform.

        We seek to develop inspirational events for athletes in our mass participation sports events and to understand the unique nature of each sport to be able to deliver the best media and marketing solutions. In addition, we handle media, sponsorship and marketing rights for international, regional and national sports federations, sports leagues, sports clubs and various other rights owners. We have dedicated teams covering all aspects of event organization and execution and providing a comprehensive suite of specialized sports services, including media production, media distribution, live event and coverage, host broadcasting, innovative digital media solutions, programming, archive services, marketing services, event operations, brand development and advertising solutions.

        We have also identified eSports and community sports as new strategic growth areas that complement and also intersect with our other sports-focused businesses. We see tremendous opportunities in the gamification of sports that underpins eSports and community sports. The chance to target fan communities is proving a huge asset for marketers. Being cognizant of this growth area, we established a presence in smaller, community-driven sports as well as in fan-driven communities for more popular sports.

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        Our business model with respect to the execution process for our Mass Participation segment is as shown below. For further information see "—Our Segments—Mass Participation—Operations and Key Capabilities."

        Our business model with respect to the execution process for our Spectator Sports and DPSS segments is as shown below. For further information see "—Our Segments—Spectator Sports—Operations and Key Capabilities" and "—Our Segments—Digital, Production, Sports Solutions (DPSS)."

Our Value Proposition

        Our goal is to provide value to key stakeholders across the sports ecosystem.

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Rights owners.  We seek to assist rights owners to build the big moments in sports by developing commercial strategies, utilizing traditional and digital media to produce exciting events, maximizing coverage to achieve a wider promotion, creating effective communication platforms, and recruiting broadcast partners, brands, advertising and other clients, and, in return, promoting financial stability including through the development of long-term relationships.

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Media companies and broadcasters.  We help create the link between the sports event and the viewer, with the goal to transform the way sports are being perceived. Based on our understanding of the needs of the global media community, our understanding of the unique nature of individual sports and our experience and capacity to tailor productions of any scale, we seek to develop compelling, high quality content that can be effectively delivered.

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Brands and advertisers.  We create a bridge between the stakeholders and the brands and media rights. We provide brands with a wide network of opportunities, with the goal of creating brand-related conversations across all media through sponsorship and activation strategies. Key to this is developing customized presentation and fan engagement approaches. In addition, we leverage our brands through sponsorship arrangements and monetize our brand ownership accordingly.

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Athletes.  We seek to create inspirational sports event experiences for athletes and cultivate a highly engaged and dedicated community.

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Fans.  We seek to deliver unmatched sports event experiences for fans, offering them easy access to engaging content relating to the sports for which they are passionate and the opportunity to engage more fully with their preferred sport.

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Host cities and governments.  We provide host cities with economic and related benefits, as a result of the influx of athletes and their families and friends, as well as sports fans, attending our events. Athletes may travel to cities for training in advance of events as well as for the events themselves. Cities are particularly interested in the prestige associated with world class events such as ours. For cities that measure visits by foreign visitors, our events can be particularly attractive given the broad range of nationalities of our athletes for many of our events.

Our Segments

        The nature of our engagement with the sports ecosystem depends on whether or not we are the rights owner of the relevant sports events. This split in turn is reflected in our three segments: Mass Participation, where we are generally the rights owner (in other words, we own the relevant intellectual property for the sports event), and Spectator Sports and DPSS, where we are generally not the rights owner but offer a range of capabilities and services for the benefit of rights owners, rights-out clients, such as brands and media companies, and other stakeholders.

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Mass Participation.  Our Mass Participation segment is built around our portfolio of globally recognized brands and other intellectual property across a range of mass participation sports, including triathlon, running, mountain biking, road cycling, obstacle course racing and trail running. We seek to own brand-driven, inspirational mass participation sports events across a range of sports. We generally organize, operate and monetize the events ourselves, and derive a significant portion of our revenue from event entry fees and other event-related fees, such as host city fees, and otherwise monetize our intellectual property through sponsorship, event and product licensing, merchandising and media distribution opportunities.

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Spectator Sports.  Our Spectator Sports segment is primarily focused on business where we do not own the intellectual property. We enter into contractual arrangements with a wide range of leading rights owners such as international and national sports federations, sports leagues, sports clubs and various other rights owners in the sports ecosystem (which we refer to as "rights-in" arrangements) and, in turn, enter into, or facilitate, contractual arrangements (which we refer to as "rights-out" arrangements) with clients (which we refer to as "rights-out clients") to engage the rest of the sports ecosystem. Accordingly, we monetize such rights through media distribution, sponsorship and marketing activities. We also provide services to our rights-in partners and rights-out clients drawing from our in-house DPSS capabilities, including event operation and support, media production, digital solutions and ancillary services. Our Spectator Sports segment includes an extensive portfolio of sports, including football, winter sports and summer sports.

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Digital, Production, Sports Solutions (DPSS).  We focus on maximizing the potential of our sports events, media and marketing platform by providing a comprehensive suite of specialized sports-related services, including innovative digital media solutions, media and program production, host broadcasting, marketing services, event operations services, brand development services and

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advertising solutions. Structurally, we have united digital, media production and sports events service-related initiatives and capabilities to drive innovation in traditional media production, deliver growth in new digital properties, create new content formats, new distribution models and partnerships, and revolutionize advertising solutions. We also seek to leverage existing social platforms to increase audiences and revenue streams. We derive our revenue in this area from providing these services to our rights-in partners, rights-out clients and other stakeholders in the sports ecosystem.

        In both our Spectator Sports and DPSS segments, we apply our in-house DPSS capabilities. Revenue and costs with respect to these services are generally allocated to our Spectator Sports segment if provided in the same contract that includes a rights-in arrangement with a rights-in partner or as part of a rights-out arrangement with a rights-out client. If we enter into a separate service contract with a rights-in partner, rights-out client or other stakeholder, the related revenue and costs are allocated to our DPSS segment. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        The following table presents our segmental revenue and segmental gross profit (revenue minus cost of sales only) for the periods indicated. For our segmental revenue and segmental gross profit for the three months ended March 31, 2019 and 2018, see also "Management's Discussion and Analysis of Financial Condition and Results of Operations—Segmental Results of Operations."

	Revenue						Gross profit
	For the year ended December 31,						For the year ended December 31,
	2018		2017		2016		2018		2017		2016
	(€ '000s)						(€ '000s)
Mass Participation		284,081		251,450		196,356		100,856		90,282		74,870
Spectator Sports		523,826		547,072		537,749		208,162		198,054		162,235
DPSS		321,279		156,076		143,142		56,375		42,169		40,162
Total		1,129,186		954,598		877,247		365,393		330,505		277,267

        The chart below provides an overview of our revenue based on the geographical location of the counterparty for the periods indicated. For our revenue based on the geographical location of the counterparty for the three months ended March 31, 2019 and 2018, see Note 4 to our interim condensed consolidated financial statements.

	For the year ended December 31,
	2018		2017		2016
	(€ '000s)
Europe		768,790		616,094		605,156
America		188,663		166,720		123,465
Asia		128,956		137,491		120,317
Oceania		23,530		20,905		19,900
Africa		19,247		13,388		8,409
Total		1,129,186		954,598		877,247

Mass Participation

        We are the leading provider of mass participation sports events (based on number of events organized in 2018). Our portfolio includes iconic triathlon, running and mountain biking events globally and is built around a stable of globally recognized brands, including IRONMAN, IRONMAN 70.3, the Rock 'n' Roll Marathon Series, and the Cape Epic mountain biking event.

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        In 2018, we had 326 mass participation sports events in 48 countries on six continents, of which we organized 241 events in 23 countries. The following table sets out the key performance indicators for our Mass Participation segment for the periods indicated.

	For the year ended December 31,
	2018	2017		2016
Events (#)	326		266		232
Owned events (#)	228		190		167
Gross-paid athletes ('000s)	1,322		986		640

        Our focus is on the premium segment of the mass participation sports market where we believe athlete engagement is higher, price elasticity (which measures demand relative to a change in price) is lower and there are increased opportunities for further monetization of rights. To compete successfully in this segment of the market, we seek to deliver high levels of athlete satisfaction through top-tier event organization and execution.

        We coordinate all aspects of mass participation sports events, from obtaining the permits to negotiating host venue agreements, marketing and driving athlete registration, managing and maintaining the respective websites, procuring staff, executing the events on-site, selling and managing sponsorship agreements, producing and selling of merchandise relating to our events, and managing all communications to athletes. We believe that, through our in-depth knowledge of sports event operations, our insights into our athletes and the mass participation ecosystem, and our excellent organizational and technical capabilities, we are well placed to deliver engaging mass participation sports events and related value-added services to our athletes, partners and fans.

        We undertake our event organization and related activities relating to triathlon, running and mountain biking principally through WEH, headquartered in Tampa, Florida. For further information as to how we operate and monetize our Mass Participation segment, see "—Operations and Key Capabilities." Our event organization and related activities relating to personal and corporate fitness and certain other events, such as obstacle course racing, is undertaken through Infront, headquartered in Zug, Switzerland.

Our Sports Events

        Our Mass Participation segment covers a wide range of mass participation sports events, including elite, amateur and corporate properties. Our IRONMAN brand has become a global, iconic brand in the growing, yet highly fragmented, mass participation sports event market. Building on our IRONMAN and IRONMAN 70.3 triathlon businesses, we have expanded our endurance sports offerings to provide worldwide events of various categories and distances and for particular types of athletes, by purchasing or otherwise establishing running, mountain biking and road cycling brands and events around the world. We are focused on the experience of the athletes, who are highly motivated and deeply engaged, and strive in our events to capture the imagination of endurance athletes worldwide.

        We believe the breadth and diversity of our mass participation sports offerings allows individuals to participate in multiple types of events. Athletes can choose among a wide variety of mass participation sports events and enrich their experiences in, or objectives to compete in, one event by also participating in other events. This may include, for example, an athlete competing in multiple IRONMAN 70.3 events to prepare for an IRONMAN triathlon, or otherwise choosing to run a marathon, an obstacle course race or trail run. Through our CRM system, we have a wealth of data on our athletes and end-user behaviors, enabling us to amplify engagement, incentivize athletes to participate in more events, increase the effectiveness of our sponsorship arrangements and maximize the income potential for sports events. For further information on our CRM system, see "—Operations and Key Capabilities—Customer Relationship Management."

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        Triathlons.    We organize, operate and license triathlons worldwide. In 2018, we organized or licensed 186 triathlon events with over 254,000 gross-paid athletes (179 events with over 235,000 gross-paid athletes in 2017).

        Our IRONMAN brand is the largest global brand in the mass participation industry (based on revenue in 2018), and we believe it is generally considered to be the gold standard for triathlon events, enabling us to charge premium prices.

        Leveraging the IRONMAN brand, we offer the following triathlon events of varying distances:

        IRONMAN.    Established in 1978, this full-distance event consists of a 140.6-mile race: a 2.4-mile (3.8 km) swim, a 112-mile (180 km) bike ride and a 26.2-mile (42.2 km) marathon. The completion of an IRONMAN triathlon is regarded by athletes as the pinnacle of endurance athletic accomplishments. In 2018, there were 41 IRONMAN full-distance events in 24 countries (40 events in 2017). The IRONMAN World Championship is held annually in Kailua-Kona, Hawaii and involves approximately 2,500 qualified and eligible athletes each year. Worldwide, there were approximately 73,000 gross-paid athletes in IRONMAN events in 2018 (approximately 74,000 gross-paid athletes in 2017). The average entry fee for each gross-paid athlete for IRONMAN events globally was €494 in 2018 (€507 in 2017 and €517 in 2016).

        IRONMAN 70.3.    Established in 2006, IRONMAN 70.3 is the half-distance version of the IRONMAN triathlon series and was created as a more accessible event requiring less training and thereby making it easier for athletes to race throughout the year. This event consists of a 70.3-mile race: a 1.2-mile (1.9 km) swim, a 56-mile (90 km) bike ride and a 13.1-mile (21.1 km) half-marathon. In 2018, there were 109 IRONMAN 70.3 events in 43 countries (104 events in 2017), including the IRONMAN 70.3 World Championship in South Africa (unlike the full-distance IRONMAN World Championship, the location of the IRONMAN 70.3 World Championship changes from year to year, with recent championships in Canada, United States, Austria and Australia). The IRONMAN 70.3 World Championship currently involves approximately 4,500 athletes. Worldwide, there were approximately 133,000 gross-paid athletes in IRONMAN 70.3 events in 2018 (compared to approximately 119,000 gross-paid athletes in 2017). The average entry fee for each gross-paid athlete for IRONMAN 70.3 events globally was €229 in 2018 (€239 in 2017 and €223 in 2016).

        5150.    Established in 2012, the 5150 Series is our shorter distance triathlon series (Olympic triathlon distance), consisting of a 51.5-km race: a 1.5-km (0.9 mile) swim, a 40-km (24.8-mile) bike ride and a 10-km (6.2-mile) run.

        We also own, organize and operate races affiliated with the IRONMAN or IRONMAN 70.3 series, such as the IRONKIDS and Iron Girl events. IRONKIDS offers various events for children. Iron Girl, a women-only event series, include running, walking, triathlon and duathlon races. These affiliated events take place globally, often as part of an IRONMAN or IRONMAN 70.3 weekend. In addition to IRONMAN-affiliated events, we also own and operate the Noosa and Mooloolaba Triathlons, which are annual Olympic distance triathlons held in the Australian state of Queensland, and the Hamburg Triathlon, which includes both sprint and Olympic distance triathlons.

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        Our triathlon events attract a large athlete base with demographics that we believe are particularly attractive for sponsorship, licensing, merchandising and other economic opportunities. For example, in 2018, according to athletes' feedback both pre- and post-race, the average gross-paid athlete in IRONMAN and IRONMAN 70.3 races in North America was a 40-year old person with an average annual household income above US$200,000. A significant proportion of these gross-paid athletes stated they were university-educated and homeowners. A majority of respondents indicated they were male.

        From time to time, we manage mass participation sports events for third parties, for example, ITU sanctioned-events as part of the ITU's World Triathlon Series. We also have a cooperation framework with the International Triathlon Union, or ITU, to develop and grow the sport of triathlon globally. This cooperation focuses on standardizing rules, further collaborating on anti-doping efforts, fostering national federation relations, sanctioning, and developing collaborative marketing initiatives to grow the sport at the age-group level.

        Running.    Our running events portfolio includes a portfolio of marathons and half-marathons, personal and corporate fitness events and trail runs. In 2018, we organized or licensed 102 running events, with approximately 1 million gross-paid athletes in aggregate (74 events with over 0.8 million gross-paid athletes in 2017). We believe that, like triathlon events, running events create an appealing platform for brands and create opportunities to increase revenue through license fees, sponsorships and merchandising. For example, in 2018 according to athlete feedback at registration, in North America, 41% and 31% of the athletes in our Rock 'n' Roll Marathon Series events were under 35 and between 35-44 years of age, respectively. According to information obtained at registration for these events in North America, the annual average household income of the athletes was above US$100,000 with a significant proportion being university-educated.

        To continue to strengthen our running portfolio, we have partnered with the AWMM, through which we have the exclusive right to nominate and induct three new marathon events, outside of Europe, North-America and Japan, to become part of the WMM series, subject to each proposed event satisfying the material operations requirements of WMM through an evaluation process and certain other requirements, with the first such marathon expected to take place in Singapore. We expect to own these three events.

        Road Running.    Our road running portfolio includes a substantial array of marathons, including the Rock 'n' Roll Marathon Series, and shorter distance events. Established in 1998 and acquired by us in 2017, the Rock 'n' Roll Marathon Series is designed to provide a different feel from other marathons, by combining running, travel and entertainment for participating athletes. For example, live bands and cheer teams line the streets of these marathons and the events are concluded by a headliner music concert. In 2018, there were 34 Rock 'n' Roll Marathon Series events in 8 countries (19 events in six countries in 2017). Worldwide, there were over 350,000 gross-paid athletes in Rock 'n' Roll Marathon Series events in 2018 (over 300,000 gross-paid athletes in 2017).

        In addition to the Rock 'n' Roll Marathon Series, we also own and operate a significant number of other marathons globally. In China, we acquired the Double Heritage Series of marathons, which includes the Dun Huang Marathon, Wen Jiang Marathon and Chengdu Double Heritage International Marathon. Our portfolio also includes a number of city marathons and half-marathons, includes, among others, the Standard Chartered Singapore Marathon; the Auckland Marathon; the Hawkes Bay International Marathon; the Runaway Noosa Marathon; the Queenstown International Marathon; the Bordeaux Marathon (operated under a long-term license); the Santa Cruz Half Marathon; and the Chengdu Panda Marathon.

        Our road running portfolio also includes a number of 5 km to 10 km races, such as the Across the Bay 10 km race, which takes place annually in Maryland (United States), our Vienna Night Run, which takes place annually in the center of Austria's historic capital city as well as other 5-km and 10-km races that occur in conjunction with our city marathon or half-marathon weekends.

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        In May 2019, we acquired a portfolio of events, including The Sun-Herald City2Surf, a fun run which takes place in Sydney, Australia, with participants running to Bondi Beach. In addition the events portfolio included other mass participation sports events in Australia, including the Sydney Morning Herald Half Marathon, the Melbourne Corporate Triathlon and Carman's Women's Fun Run.

        Personal and Corporate Fitness.    We also organize and operate our own short-distance running events in the personal and corporate fitness market aimed at people of all ages and taking place in a non-competitive and community-oriented setting. Our B2Run running series, the leading corporate running series worldwide (based on number of events in 2018) took place in 36 host cities across 7 countries in 2018, and attracted approximately 11,000 companies to rally their employees and over 225,000 participating athletes in 2018 (compared to approximately 10,000 companies and over 210,000 participating athletes in 31 host cities across 5 countries in 2017). The average entry fee per gross-paid athlete for our B2Run running series events in Germany and Switzerland was €25 in 2018, €25 in 2017 and €24 in 2016. Strengthening our portfolio is the acquisition in April 2019 of the Vienna Business Run, a popular annual 4.1-km road race.

        Trail running.    We consider trail running (races on hiking trails instead of roads or tracks) to be an increasingly popular mass participation sports event category. We host the Ultra Trail Australia, which includes, among other races, a 100km race taking place on trails located in some of Australia's most scenic locations. In 2019, we acquired the Tarawera Ultra Trail in New Zealand, which includes a 160-km race, among other races.

        Mountain Biking.    Our mountain biking events aim to marry a passion for outdoor adventure and exploration with endurance riding, and all take place in iconic locations.

        In 2018, we organized nine mountain biking events with approximately 8,900 gross-paid athletes in aggregate (six events with approximately 7,800 gross-paid athletes in 2017). We believe that our portfolio of mountain biking events generally includes some of the most prestigious, demanding and competitive mountain biking races globally. Among these events is the Cape Epic, an annual mountain bike stage race held in the Western Cape of South Africa, what we believe is the preeminent event of mountain biking. Our mountain biking portfolio also includes, among others, the Swiss Epic, The Pioneer (a six-day mountain bike stage race through New Zealand's Southern Alps) and the Cape-to-Cape, an Australian mountain biking multi-stage endurance race. These events are complemented by ownership of other mountain biking events such as Port to Port, Motatapu and Wines2Whales.

        Road Cycling.    In 2018, we organized and licensed three road cycling events, with approximately 24,000 gross-paid athletes in aggregate (seven events with approximately 35,000 gross-paid athletes in 2017). We also own and operate the annual one-day EuroEyes Cyclassics Hamburg race. In addition to owning, organizing and operating our own road cycling events, we also work closely with cycling organizations to seek sponsorship opportunities for, or otherwise market and distribute the content related to, cycling events organized by them. In a bid to expand our portfolio through the acquisition of promising sport event organizers, we acquired UK-based Threshold Sports, or Threshold, in April 2019. Threshold holds a number of public and corporate events in cycling and trail running, such as a 9-day 1,500 km cycling challenge across Britain.

        Obstacle Course Racing.    A relative newcomer in our portfolio of mass participation sports events is obstacle course racing (races in which competitors, traveling on foot, must overcome various physical challenges in the form of obstacles). Our obstacle running portfolio is currently focused on Germany, with the intention to further expand internationally, and organized around two brands, XLETIX Challenges and Muddy Angel Runs (women-only 5km mud races), which we acquired in 2018. There were 26 obstacle course racing events under these brands in 2018 with approximately 180,000 participating athletes in aggregate.

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Operations and Key Capabilities

        We organize, operate and monetize our mass participation sports events ourselves, and derive a significant portion of our revenue from event entry fees and other event-related fees, such as host city fees, and otherwise monetize our intellectual property through sponsorship, event and product licensing, merchandising and media distribution opportunities. Our events revenue consists primarily of event entry fees, revenue generated by fees charged to participating athletes, expo fees, rentals at the events by outside parties, host city fees, amounts received from the city or local organizing committee to support a hosted event, photo commissions and revenue earned from an outside photography service for exclusive access to our athletes on course at events.

        We have, over time, developed proprietary tools to improve efficiency and to create additional business and monetization opportunities. We target new events based on proprietary athlete density metrics. We have also developed unique capabilities in connection with our events including the development and use of measurement tools for athlete satisfaction, metrics around athlete retention and development, and systems for the accurate and timely budgeting and delivery of our events.

        Event Organization.    We have the operational capabilities and efficiencies to successfully organize and operate events worldwide. We have established processes that we consider to be best-in-class, which provide full-service capabilities and know-how to match the complexities and minute organizational details required to operate and efficiently deploy events globally. As each event typically involves an exhaustive check-list of items to be organized and coordinated among numerous parties, good relationships with parties in the process are key to make our events a success. We believe that our success in putting on events is evident by the continued significant interest and engagement that we see from sports enthusiasts worldwide in our events.

        We have built valuable relationships with host cities and local authorities. Our relationships with local authorities are vital to our event organization process, because we rely on their cooperation to receive necessary permits, obtain permission to block roads, and receive the necessary security coverage.

        We benchmark all aspects of our performance. We believe our experience, proprietary capabilities and global scale allows us to provide safe, top-tier and highly engaging experiences for our athletes that lead them to compete in more events, thus driving further engagement and to foster our community of athletes while delivering events on time and on budget and offering the potential for scalability in terms of further expansion of our mass participation sports events portfolio. We also focus on non-race week initiatives to ensure that we deliver meaningful community and loyalty experiences for our athletes. For example, one of our initiatives to community and loyalty is through our IRONMAN All World Athlete program. This program is our way of rewarding age-group athletes for their hard work, dedication and performance across IRONMAN and IRONMAN 70.3 racing by allowing them to accumulate points at every race they complete and achieve various levels of status, including the prestigious All World Athlete status.

        Event Licensing.    In locations where we do not yet have full capabilities to organize and operate the races ourselves or otherwise choose not to do so (for example, because of political uncertainty, lack of familiarity with the market or lack of operating efficiencies and capabilities), we license our intellectual property relating to sports events to local event operators. Currently the bulk of our licensed events are in the emerging markets of Asia, the Middle East and Latin America. Our event licensing agreements generally provide that the licensees are responsible for all liabilities arising from operation of the licensed events, and are required to meet certain pre-agreed quality standards to maintain the event license and carry appropriate insurance. Most of our event licensees grant us the option (or a right of first refusal) to acquire the licensed events. In 2018, we had 85 licensed events (compared to 71 licensed events in 2017).

        Further Monetization of Brand and Event Rights.    Many of our mass participation sports events attract favorable demographics of athletes from a sponsorship perspective. In part through the application of our

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CRM system (see "—Customer Relationship Management"), we seek to create further value from our events through sponsorship, merchandising and other activities.

        For our IRONMAN and other mass participation sports events, we seek to enter into multiple-year sponsorship contracts and derive additional value from such relationships. In 2018, for example, Amazon was the title sponsor of the IRONMAN World Championship and worked with us to improve the athlete experience by providing them access to a vast selection of nutrition products during the event, both in-store and through e-commerce.

        Our merchandising revenue include the sale of apparel and other merchandise at events on-site as well as through e-commerce platforms. In addition to our own merchandising activities, we also license our intellectual property, such as the IRONMAN brand(s) and other logos and related trademark(s), to various counterparties for use in their product lines. For example, we have a relationship of over 30 years with Timex Group USA, to which we license the IRONMAN trademark for use in their Timex IRONMAN wristwatch line. Our typical product license agreements provide that we earn a percentage of the revenue earned by the licensee from the sale of the licensed products to retailers (often with a guaranteed minimum amount to be earned irrespective of the sales of the licensee).

        We believe we can further enhance our events business by developing our in-house production of inspiring series, increasing the scale of our event production coverage and integrating generated content. We are currently also developing and further exploring our broadcasting and distributing possibilities to create live coverage for our portfolio of mass participation sports events. Through Facebook Watch, we provide live coverage for certain races, create further interest in our brands and incorporate viewer interaction through real-time polls, fan engagement and discussion, and user-generated content from fans on the course. Through partnerships such as the one with Facebook Watch, we believe we can create valuable sponsor assets and are better able to leverage our portfolio of mass participation sports events.

        We also see substantial opportunities to provide athletes with training services, assist athletes with their equipment choice and, in general, provide services to athletes during the period from registration for an event and the effective event date.

        Customer Relationship Management.    We have developed a proprietary CRM system that is designed to provide us with significant data regarding our athlete community for our iconic events, which in turn allow us to better organize our events and extract value from our events more efficiently. We have nearly 40 years of historical data on our athletes (however not all such data sits in our CRM system) and have developed sophistication around athlete acquisition, retention and development and we have been collecting actual live data in our CRM since 2012. Data derived from the CRM system gives us insight on the activities of athletes and leads to precise targeting of athletes, higher conversion, delivery of precise marketing and more revenue per gross-paid athlete. The use of the CRM system also allows us to continue building the athlete ecosystem through brand cross-selling and to increase our ability to market products and services, such as other events in our portfolio.

        Through this system, we are able to access data regarding athletes who have registered for events since our inception and to apply data analytics to better know our community. Enhanced understanding of athlete behavior allows us to better manage and predict costs and expenses related to events, manage and predict merchandising activities, manage and plan expansion into new sports events and markets, and, in general, improve financial predictability and viability.

Spectator Sports

        Our Spectator Sports segment benefits from our full-service sports marketing platform principally in relation to football, winter sports and summer sports events. We handle the media, sponsorship and marketing rights on behalf of a wide variety of leading rights owners, such as international and national sports federations, sports leagues, sports clubs and various other rights owners in the sports ecosystem. Our

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sports-centric approach allows us to have our fingers on the pulse of each sport and it enables us to develop a network of relationships across multiple levels of client organizations while, at the same time, providing access to top decision-makers in sports and business.

        The following table sets out the key performance indicator for our Spectator Sports segment as of the dates indicated.

	As of December 31,
	2018		2017		2016
	(#)
Rights-in partners		160		153		168

Operations and Key Capabilities

        Our spectator sports business is supported by our full-service sports management and marketing capabilities. These operations are focused on handling of media, sponsorship and marketing rights on behalf of a wide variety of leading rights owners, such as international and national sports federations, sports leagues, sports clubs and various other rights owners in the sports ecosystem.

        Rights Acquisition (Rights-In).    Our media rights business is fundamentally built on fostering long-term relationships through which we provide services with respect to media, sponsorship and marketing rights. As of December 31, 2018, we had in total 160 rights-in partners compared with 153 and 168 rights-in partners as of December 31, 2017 and 2016, respectively. As of December 31, 2018, we had 251 rights-in contracts across football, winter sports and summer sports compared with 254 and 264 contracts as of December 31, 2017 and 2016, respectively. For a discussion of the contractual models that we use for our rights-in arrangements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments."

        Generating Revenue from Rights (Rights-Out).    The key element to our rights-in/rights-out business model is identifying and exploiting opportunities to generate revenue from the rights we handle on a rights-in basis.

        Media Distribution.    We distribute content produced by ourselves or by others, and, in doing so, seek to build strong audiences, raise media rights value, create effective communication platforms for brands, events and organizations, and, ultimately, provide the vital link between sports events and the consumer. Our value creation is based on our partnerships with major traditional media providers and broadcasters worldwide as well as digital platforms, with whom we enter into rights-out arrangements for the distribution of content.

        Our media distribution organization is organized in a market-based territorial media sales structure, in which teams are typically led by individuals with decades of relevant experience. The organization is designed so that personnel are dedicated to particular sports categories, such as football, as well as to a geographical territory, such as Germany. This structure facilitates an in-depth understanding of the potential markets for media rights and our rights portfolio, which we can leverage to identify and pursue territorial sales opportunities, including through the identification of optimal timing, packaging, and tendering in these territories. In addition to our dedicated territorial sports-focused teams, we also have senior personnel dedicated to specifically targeted clients, such as pan-regional broadcasters, social media outlets, international news agencies and betting agencies.

        Our global media sales coordination steering committee meets regularly to discuss effective strategies for media sales across sports or territories, such as potential tenders, sales coordination aspects, movements in the markets with respect to new business and additional rights-in opportunities. The committee also discusses on a regular basis the alignment and the exchange that covers the media sales

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process which include the coordination between the persons responsible for the market and the persons responsible for our global portfolio.

        Sponsorship and Marketing.    We are well-positioned to find brands and provide them with a wide range of sponsorship opportunities, including by providing brands with attractive sports-related platforms to market their products or services. We help companies create brand-related conversations across wide-ranging media through sponsorship and activation strategies by developing customized presentation and fan engagement approaches. We also provide on-site activation through branding as well as through expositions where our partners have the opportunity to have one-on-one interactions with their consumers.

        Brands 360.    Our spectator sports business has increasingly moved away from a purely traditional rights-in, rights-out business as our rights-in partners and rights-out clients seek our services, using our DPSS capabilities, in a variety of areas. As a result, our engagements with rights-in partners or rights-out clients, in general, have, in many cases, became broader and more sophisticated than was historically the case. We supplement our traditional rights-in, rights-out arrangements with event operation and support, media production, digital solutions and ancillary services.

        We established our Brands 360 division in 2018 to promote proximity to brands through three main points: international sales, business intelligence and strategy as well as activation consulting. Our Brands 360 team focuses on supporting companies with large-scale sponsorship engagements to maximize value from these partnerships. The main focus of the team in 2018 was the FIFA World Cup Russia™ and the implementation of a wide variety of related sponsorship activation programs.

        International sales.    The Brands 360 international sales department is focused on reaching brands in markets where we do not have a consistent presence or that we have identified as having additional potential. The primary objectives of the international sales department are to (i) create new revenue source through sponsorship sales, (ii) establish a well-positioned and profitable virtual ad sales unit and (iii) drive additional revenue for our current rights. As secondary objectives, we seek to position us for future rights, establish a testing ground for our sales and create an integrated team. To fulfill its objectives the international sales team is working to establish a new offering of sponsorship capabilities, such as through virtual or digital sponsorship packaging on behalf of rights owners, and to offer meaningful international sales solutions and advice for global rights owners.

        Business intelligence.    The Brands 360 business intelligence department assists our media, sponsorship and digital sales teams by providing optimized value based upon fact-based data analytics. The research analytics section focuses on sales, business and valuation. The marketing and industry expertise section focuses on advisory solutions, sales coordination, best practices, trends, prospecting and the relevant tools.

        Strategy and activation consulting.    The Brands 360 strategy and activation consulting department aims to create a unique brand strategy and activation offering with new unique selling points for our current portfolio. We believe we will be able to differentiate ourselves through our focus on new brands, new markets and new partnerships.

        Planning & Compliance.    We apply a sophisticated and well-integrated planning process in entering into new relationships with our partners. In assessing a particular opportunity and across this business, we utilize a decentralized and detailed bottom-up project-by-project (financial) planning strategy. For every potential and existing project, a plan is developed and maintained to track both anticipated levels of income and cash flows to be generated over the next five years (or if longer, the end of the contractual term) in consideration of relevant contractual terms, revenue recognition principles and other factors. To assess the feasibility of achieving the plan, we factor in both historical contract performance and visibility of future developments.

        In entering into new relationships and otherwise, we believe that compliance with relevant laws and regulations is a key feature of how we conduct our business and is fundamental to our success. To this end,

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we have developed the Infront Compliance Management System, or ICMS, which is based on the UK Bribery Act and has been in place since 2012. The ICMS is designed to promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. It is tailored to our spectator sports and DPSS businesses and the compliance-related risks, with dedicated guidelines for associated persons and issues, for example, relating to gifts and hospitality. Compliance management is also embedded within the organization through a compliance board and compliance desks with dedicated compliance officers. In addition, compliance whistle-blower hotlines have been set up in the major locations and in multiple languages, and are managed by external law firms. We also provide training on compliance to new employees. Further, each year every Infront employee has to certify that he/she has completed related web-based e-learning programs. Infront also has a biannual compliance week to provide additional information and insights on the topic.

Our Sports and Strategic Partners

        Our Spectator Sports segment is built around football (distinguished from American football), winter sports and summer sports and the related rights owners and other stakeholders.

        Football.    Football is the most popular sport around the world and features countless tournaments, league and league cup matches as well as friendly matches globally. With over 40 rights-in partners as of December 31, 2018, we are engaged at all levels of football, including partnerships with global football federations, regional and national football associations, leagues, competitions and clubs.

        We believe that we serve some of the most prestigious clients in the business. Our rights have been obtained in many cases as a result of long-term, successful partnerships with high-profile rights owners, such as FIFA, as well as top European leagues, national football associations and over 30 football clubs across Europe. We also co-own, organize and develop the China Cup International Football Tournament, an annual international football event in China at which the Chinese national team plays against national teams from Europe and South-America.

        FIFA.    Since 1999, we have been involved in various specialized areas supporting FIFA, including FIFA World Cup™ events and other FIFA events. Today, we continue our partnership with FIFA, delivering capabilities in a variety of areas, which together, are designed to extend the frontiers of the world's most popular football event. As part of our Spectator Sports segment, we handle the exclusive sale of all television, radio, broadband internet and mobile broadcasting rights in 26 Asian territories (not including Japan, North and South Korea, Malaysia and the Middle-East) to FIFA events until the end of 2022. This contract, which relates to FIFA events since 2015 including the 2018 FIFA World Cup Russia™, covers such rights also for the current FIFA event cycle, including the 2019 Women's FIFA World Cup France™ and the 2022 FIFA World Cup Qatar™.

        In addition to this arrangement, we provide a number of additional services to FIFA through our DPSS segment. This includes the host broadcasting of the FIFA World Cup™ and other FIFA events (more than 100 such events have been broadcasted since 1999), as well as LED advertising solutions. See "—Our Segments—Digital, Production, Sports Solutions (DPSS)."

        German football.    At the center of our engagement with German football is our over 35 years long-standing relationship with the DFB, which is the largest single country sports federation worldwide, with over seven million members. We manage until the end of the 2021/22 season the advertising and marketing rights of the DFB Cup (the German football cup competition), and other DFB events. Under our existing contract with DFB, we also distribute all DFB media rights for the DFB Cup until the end of the 2021/22 season, which consists of live and delayed media rights that are available for all platforms across the international market including German speaking territories. For the same period, we also acquired the sponsorship rights for the DFB Cup.

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        We have also built a significant German football club marketing business. We currently manage the portfolio of marketing rights (advertising boards, shirts, hospitality, etc.), up until 2031 depending on the club, for 14 clubs in the top four German football leagues:

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Bundesliga:  SV Werder Bremen, SC Freiburg, Fortuna Düsseldorf, FSV Mainz 05 and FC Schalke 04

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2. Bundesliga:  1. FC Köln, SV Sandhausen, SpVgg Greuther Fürth and SC Paderborn 07

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3. Liga:  FC Hansa Rostock, VfL Osnabrück, Energie Cottbus and TSV 1860 München

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Regionalliga:  FSV Frankfurt 1899

        Italian football.    We have a broad-based engagement with Italian football, underpinned by significant client relationships with the Lega Serie A, the premier Italian football league. Through our agreement with Lega Serie A, which was entered into in 2009 (current contract is in effect until the end of the 2020/21 season), we serve as the league's exclusive strategic media advisor and agent for the sale of domestic and international media rights for the Lega Serie A games, as well as the Coppa Italia (the annual Italian football cup competition) and the Supercoppa Italiana (the annual football competition usually held the week before the Italian football season begins between the winner of the Lega Serie A and the Coppa Italia). We also provide media production services to the Lega Serie A, see "—Our Segments—Digital, Production, Sports Solutions (DPSS)—Media Production."

        We are also actively involved in Italian football through club marketing and media agreements entered into with Italian football clubs running up until 2031 (depending on the club). These agreements include marketing and/or media rights for several leading football teams, including ACF Fiorentina, Inter Milan and Sampdoria. We believe that these partnerships not only strengthen our assets in the Italian football market, but also serve as a strategic relationship tool to support our partnership with Lega Serie A noted above. Further, we also handle on behalf of various Italian football clubs Lega Serie A-related archive sales.

        French football.    Since 2012, we have focused on establishing a portfolio of club marketing rights and media agreements with French football clubs. In addition to the services we provide to various football clubs and the premier French football league (Ligue de Football Professionnel), or LFP, through our DPSS segment (see "—Our Segments—Digital, Production, Sports Solutions (DPSS)—Sports Services"), we also provide assistance to the LFP on their marketing activities, sponsorship and stadium advertising.

        Chinese football.    We co-own (together with the Chinese Football Association), organize and develop the China Cup International Football Tournament. The 2019 edition of the tournament took place in Guangxi, China with the national football teams of China, Uzbekistan, Uruguay and the Thailand participating.

        Other football.    We also enjoy partnerships with other national leagues and teams. For example, in 2018, we entered into a partnership with the SPFL as its exclusive international media rights partner for its four leagues (SPFL Ladbrokes Premiership, SPFL Ladbrokes Championship and SPFL Ladbrokes League One & Two) and two cup competitions (IRN-BRU Cup and Betfred Cup). We also exploit the full global rights until the end of the 2021/22 season for all media types relating to the Portuguese Allianz Cup, the cup competition contested exclusively by Portuguese football clubs competing in the first and second leagues of Portuguese football. All matches for the Portuguese Allianz Cup are produced in HD.

        Winter Sports.    We represent all seven Olympic Winter Sports federations (being all winter sports federations recognized by the International Olympic Committee) and various other major rights owners in winter sports through long-standing relationships. As of December 31, 2018, we had business relating to all important winter sports through 80 rights-in partners. We believe we have deep connections with a broad portfolio of partners, from international federations to local organizing committees.

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        The following provides an overview of our relationships relating to winter sports as part of our Spectator Sports segment.

Ice Hockey.    Since 1981, we have had a relationship with the International Ice Hockey Federation, or IIHF, which is the worldwide governing body for ice hockey. Our ice hockey activities include two key properties on an international level: the IIHF Ice Hockey World Championships and the Champions Hockey League, an ice hockey tournament featuring top hockey teams from the first-tier leagues of countries across Europe. We are engaged to handle the global media rights, marketing and media production for the IIHF Ice Hockey World Championships and the Champions Hockey League until the end of 2023 and until June 2023, respectively. In addition, we provide various digital and media production services to the IIHF in connection with the IIHF Ice Hockey World Championships, see "—Our Segments—Digital, Production, Sports Solutions (DPSS)."

        Skiing.    We are involved in media and sponsorship marketing for many of the most prestigious international skiing properties. We have had a relationship with the FIS, which is the worldwide governing body for skiing, since 1992. We handle on behalf of the FIS the worldwide media, marketing, media production and hospitality rights to 2019-2025 FIS Alpine and Nordic Ski, Freestyle Skiing and Snowboard World Championships, including of television, internet and mobile, both for linear and on-demand. We also manage the entire production operation and all marketing-related activities.

        In addition, we have established relationships directly with 28 national ski federations and many organizing committees in the top skiing countries of the world across various ski disciplines. Through these relationships, we handle the commercial rights (for durations up to 2026), ranging from advertising, media and broadcasting rights, for all FIS-sanctioned World Cup events (except those staged in Austria and Switzerland) across the disciplines of alpine skiing, ski jumping, cross-country, Nordic-combined and snowboard and freestyle skiing covering, in aggregate, over 200 races per season. We also have the sponsorship and marketing rights until 2022 for the Four Hills Tournament (Vierschanzentournee), an annual ski jumping tournament composed of four ski jumping events, of which two take place in Germany and two in Austria.

        Biathlon.    Since 1992, we have had a relationship with the International Biathlon Union, or IBU, which is the worldwide governing body for biathlons. We handle all marketing rights to the IBU World Cup and IBU World Championship Biathlon until the end of June 2022 (with an option to extend), based on agreements with the IBU and 16 national federations (for durations up to 2026).

        Bobsleigh/Skeleton.    Since 1999, we have had a relationship with the International Bobsleigh and Skeleton Federation, or IBSF, which is the sports' worldwide governing body. Until 2022, we have the right to market the key sponsorship packages and manage the worldwide distribution of media rights to the top IBSF-sanctioned events, being the BMW IBSF Bobsleigh and Skeleton World Championships and the BMW IBSF World Cup Bob and Skeleton, a multi-race series over a season for bobsleigh.

        Curling.    Since 2008, we have had a relationship with the World Curling Federation, or WCF, which is the worldwide governing body for curling, and our current arrangement was renewed in 2018 through to 2022. Under this contract we handle, on behalf of the WCF, the media rights worldwide (with the exception of Canada, the United States and Japan) related to the World Curling Championships and the European Curling Championships, the media rights related to the Pacific Asia Curling Championships in China, Hong Kong and South Korea, and the marketing rights worldwide for the World Curling Championships and European Curling Championships.

        Luge.    Since 1998, we have had a relationship with the International Luge Federation (Fédération Internationale de Luge de Course), or FIL, which is the worldwide governing body for the sport, and have an agreement with FIL under which we provide until the end of the luge season in 2022 for sponsorship and marketing services relating to the luge World Championships, World Cup and European Championships.

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        Skating.    In January 2019, we entered into an agreement with the International Skating Union, or ISU, which is the worldwide governing body for skating. Under this agreement we, as the ISU's exclusive media rights partner, handle from the 2019/20 season until the 2022/23 season the worldwide media rights (excluding China, Korea, Japan, the United States and Canada) relating to the ISU's flagship events, such as the ISU World Championships and ISU European Championships across all disciplines (for example, figure skating, speed skating and short track), as well as the World Cups and Grand Prix competitions.

        In addition to these Olympic winter sports, our winter sports portfolio also includes engagements in ski mountaineering in cooperation with the International Ski Mountaineering Federation, or ISMF, the sport's worldwide governing body. We are responsible for sponsorship, marketing, media distribution and production opportunities relating to the ISMF World Cup, World Championships and European Championships.

        Summer Sports.    As of December 31, 2018, we had 32 rights-in partners creating an extensive summer sports portfolio, which covers handball, volleyball, basketball, badminton, motorsport, professional cycling, rugby, tennis and golf with long-term partnerships. We believe we benefit from a well-balanced portfolio of summer sports with varying geographical focus and a strong position in emerging markets.

        The following provides an overview of our relationships relating to summer sports as part of our Spectator Sports segment.

        Basketball.    In 2016, we entered into a long-term business partnership (until the end of 2033) with the International Basketball Federation, or FIBA, which is the worldwide governing body for basketball. We serve as FIBA's exclusive partner for the sale and marketing of the worldwide sponsorship rights and licensing rights outside of the host country of the relevant FIBA competitions. We handle these rights in relation to the FIBA Basketball World Cups and their qualifiers, the FIBA continental cups (for example the FIBA AsiaCup and the FIBA AmeriCup) and their qualifiers, and the Youth World Cups. In addition, we became in 2017 FIBA's exclusive domestic commercial rights partner in China for FIBA's flagship competition, the FIBA Basketball World Cup 2019, scheduled for August and September 2019, which is to be staged across eight Chinese cities and represents the first time that such an event will be staged in China. The partnership takes an all-encompassing marketing approach involving comprehensive marketing initiatives and services in branding, licensing and merchandising, event hospitality, and sponsorship sales.

        In China, we have established unique and extensive marketing expertise in the field of basketball, having worked to elevate Chinese basketball to a new level over our 14-year partnership with the Chinese Basketball Association, or CBA, the first-tier professional basketball league in China. We entered into a long-term strategic arrangement with the CBA to be the exclusive marketing partner for its 3x3 Road to Olympics tournament, a qualifying team basketball tournament with presence and thousands of games being played all over China. The winner of the tournament is allowed to represent China at the FIBA 3x3 Asian Cup. 3x3 basketball is a form of the game played three-a-side on one hoop. During the 2017/18 season, the 3x3 Road to Olympics tournament attracted over 8,000 teams with over 30,000 participating athletes. We handle also the sponsorship rights until 2020 in relation to the Chinese men's and women's national basketball teams.

        We are also the exclusive commercial partner to the Turkish Basketball Federation in relation to the development and sale of certain commercial rights related to various Turkish national basketball teams, leagues and events active in the Turkish Basketball League (Basketbol Süper Ligi), the top professional Turkish basketball division. In addition, we entered into an agreement with Fenerbahçe Sports Club and handle the marketing rights on their behalf.

        Handball.    We have worked with the European Handball Federation, or EHF, which is the governing body for handball in Europe, since the first EHF Handball European Championship in 1994. Currently, we, together with Perform Group, are the exclusive media and marketing partner to the EHF, offering a full range of services across media rights, sponsorship and marketing solutions until 2030. This partnership

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relates to EHF's EURO competitions (including the EHF Handball European Championships (which Infront co-founded in 1992) and their qualifiers, the EHF EURO Youth competitions and EHF EURO Beach competitions) and the EHF's club team competitions (including for the EHF Champions League and the EHF European Cup and their respective qualifiers). In addition, we provide various digital and media production services to the EHF in connection with the EHF EURO Competitions and their qualifiers, see "—Our Segments—Digital, Production, Sports Solutions (DPSS)."

        Volleyball.    Our relationship with the European Volleyball Federation (Confédération Européenne de Volleyball), or CEV, which is the governing body for volleyball in Europe, started in 1993 when we became their exclusive media rights partner. We manage the worldwide media rights of the biannual CEV European Volleyball Championships, CEV Beach Volleyball European Championships and the CEV Beach Volleyball Continental Cup Finals until the end of 2021. In addition to media rights sales, we provide various digital and media production services to the CEV in connection with the CEV European Volleyball Championships and their qualifiers, see "—Our Segments—Digital, Production, Sports Solutions (DPSS)."

        Badminton.    In 2016, we became the commercial rights partner of the Badminton World Federation, or BWF, which is the worldwide governing body for badminton. This was the first time the BWF has worked with an exclusive partner for both media and sponsorship rights distribution. We acquired the rights to handle on behalf of the BWF, until the end of 2025, its commercial rights on a worldwide basis (including sponsorship, media (sales), marketing and betting rights) in relation to the BWF World Tour and other BWF major events (including the BWF World Championships, the Sudirman Cup and the finals of the Thomas & Uber Cup). In addition, we provide various digital and media production services to the BWF in connection with the BWF World Tour and other BWF major events, see "—Our Segments—Digital, Production, Sports Solutions (DPSS)."

        Professional Cycling.    We have a partnership with UCI, the worldwide governing body for sports cycling, which covers various services. We handle the commercial rights relating to the nine-day Tour de Suisse until 2029 and the multi-stage UCI Tour of Guangxi until 2019.

        Established in 2017, the UCI Urban Cycling World Championships are the world championship events for freestyle BMX, cross-country eliminator and trials, and take place in China. We entered into a partnership agreement with the UCI under which we, until 2019, are entitled to co-organize the UCI Urban Cycling World Championships and handle the domestic media rights in relation thereto.

        Motorsport.    We are responsible for the worldwide media rights distribution of the FIA World Endurance Championships, an auto racing world championship staged across Europe, the Americas, Asia and the Middle East, and sanctioned by the International Automobile Federation (Fédération Internationale de l'Automobile or FIA), which is the worldwide governing body for many auto racing events, until the end of the 2020 season. The cornerstone event of the FIA World Endurance Championships is the annual "24 Hours of Le Mans," a race beginning in mid-afternoon and finishing the following day at the same hour the race started the previous day and is considered one of the most prestigious automobile races in the world. In 2017, we further signed a long-term partnership agreement until the end of 2019 with the General German Automobile Club (Allgemeiner Deutscher Automobil-Club e.V.), or ADAC, for the marketing of the ADAC motor racing series and classic events. This agreement allows us to market the ADAC GT Masters, one of the world's leading grand tourer-based auto racing series, and a range of racing series from the broad portfolio of ADAC Motorsport, which is a division of ADAC. In February 2019, we acquired Youthstream, the owner of the exclusive media, sponsorship and global promotional rights to the FIM MXGP Motocross World Championship until the 2036 season. The agreement covers several other events including the Monster Energy FIM Motocross of Nations, the FIM Women's Motocross World Championship, the FIM Snowcross World Championship, the European Motocross Championship and the Motocross of European Nations.

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        Other summer sports.    In addition, we also entered into various long-term agreements with French rugby club Stade Toulousain (until 2027), the French National Rugby League, and the Italian and French Golf Federations to support their respective marketing rights.

Digital, Production, Sports Solutions (DPSS)

        Our DPSS segment includes our digital solutions, media production and service-related initiatives and capabilities to drive innovation in traditional media production, deliver growth in new digital properties, create new content formats, new distribution models and partnerships, and revolutionize advertising solutions as well as to leverage existing social platforms to increase audiences and revenue streams. We assist sports federations, organizing committees and other rights owners to broadcast their events in the most engaging and effective way.

        The following illustrates our DPSS-related innovations throughout the years.

        For a discussion of the contractual models that we use for our DPSS business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Revenue-Generation Models—Our Spectator Sports and DPSS Segments."

Digital Solutions

        We have been in the forefront of innovation for over 10 years, as shown above. We view ourselves as an innovation leader in the digital evolution of sports, with an established digital solutions services platform that enables us to develop new and disruptive technology solutions to shape our business model and create further value for our partners in the evolving sports ecosystem.

        Our digital capabilities focus primarily on B2B (business-to-business) and some B2C (business-to-consumer) solutions designed to drive engagement and excitement with sports fans and enthusiasts and present monetization opportunities for rights owners. An example of the designed B2C solutions is the social media video content services we provide to FIFA, including in connection with the 2018 FIFA World Cup Russia™. We believe that these solutions, which include the application of cutting-edge technologies in digital media solutions, such as virtual advertising, artificial intelligence and data science, allow us to apply our business model across sports categories and geographies efficiently, while capturing new customer groups and minimizing our service costs.

        We seek to improve our digital solutions offerings and provide digital solutions services mainly through our iX.co platform and our Infront Lab. In addition, cognizant of the opportunities in eSports, we also seek growth in this field.

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        iX.co.    We established Infront Digital in 2016 (following the acquisition of our interest in Omnigon) and rebranded it to "iX.co" in May 2019. iX.co has a dedicated and experienced team of over 230 members across 7 global offices (as of December 31, 2018) that provide an expanding number of technological solutions to engage the sports ecosystem for the benefit of rights owners and brands. The platform has been designed to provide appealing digital content for both athletes and fans while at the same time allowing us to build a data repository to enable us to better understand the interests and demands of fans. Among other things, we are better able to target digital sponsorship packages and sell advertising to properly engaged audiences.

        iX.co also includes platform development such as applications, websites, gamification, content services and fan engagement activations. Through iX.co, we provide our clients with efficient and scalable solutions to better capture audiences by leveraging our Corebine platform, a content management and fan engagement platform designed specifically for mobile websites and applications. iX.co's offerings include the application of artificial intelligence to reduce production and service costs, increase volume and quality and enable new solutions that were previously deemed impossible.

        In 2018, we acquired a 10% (economic) stake in COPA90, an independent football media business with more than 1,400 creators who are correspondents, film makers, artists and storytellers in more than 140 countries that come together to provide attractive digital football content offering the potential to engage new fans and communities. COPA90 provides us with the ability to reach volume targets on a global scale with a context that is driven by people, groups and publishers that hold influential standing amongst key audiences.

        In the first half of 2019, Infront also invested in Level 99, an eSports creative agency, and acquired a controlling stake with existing management holding the remainder. We believe this acquisition will further complement our digital agency and eSports service offering. Planned business areas include agency work (for example, branding, content production and social channel management), media sales and distribution as well as the operation and monetization of a Level 99 D2C platform (for example, content sponsorship, programmatic advertising, licensing, merchandising and subscriptions).

        We also are focused on identifying and applying digital solutions to promote our owned events. We believe that by using digital capabilities to develop innovative content and distribution mediums, we will capture higher engagement from our community, and at the same time help reach a wider global audience. For example, we boost community engagement in broadcasting through innovative digital channels (for example, OTT platforms) and official social media platforms (for example, Facebook, YouTube, Instagram, Snapchat and Twitter), which improves the stickiness of our athlete community, fosters greater loyalty and enhances the network effects.

        Infront Lab.    We established our Infront Lab to identify technologies and related collaborations, that can benefit from our market know-how and other capabilities, to offer new products and services for sports stakeholders. For example, we have established a collaboration with Parquery, a technology spin-off from the Computer Vision Laboratory of ETH (Swiss Federal Institute of Technology) Zürich, to develop technology that could be applied in connection with mass participation sports events, such as to detect and categorize runner apparel. In addition, to add further value in our long-standing partnership with the IIHF, we have worked together with WSC Sports Technologies, an Israeli start-up, to bring its AI-driven video generation capabilities to deliver content for fans relating to the IIHF Ice Hockey World Championship. The technology automatically analyses live sports broadcasts and creates customized videos which can be shared across numerous online platforms, including social media, providing an efficient means to enhance event exposure. In February 2019, we acquired a 10% stake in Deep, a visual storytelling company producing automated content by combining engaging, interactive formats, rich, contextual, visual data, and efficient editing tools for data visualization. Using advanced machine learning and data curation technologies, the company developed a unique Visual Knowledge Graph that is vertical specific, meaning Deep thoroughly studies chosen content domains, such as certain sports, sports properties or events, with

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its specific audiences and their needs and interests in mind. This allows Deep to offer insights beyond the data, in a way that is visual, interactive, bite-sized and mobile-optimized to meet today's user content preferences. In May 2019, we acquired a 10% stake in Minute, a video optimization technology company providing viewers with smart highlights of the video content available online.

        eSports.    The eSports market, which generally refers to organized competitions of video games between professional players, emerged in the early 2000s and since has grown to become an influential industry, especially among the younger generation. The eSports audience has grown from 225.5 million in 2014 to 454.4 million in 2018, and is expected to achieve a CAGR of 14.3% from 2018 to 2022, reaching an estimated 777.2 million in 2022 (according to Frost & Sullivan). We see various opportunities in eSports, depending on the partner, ranging from supporting eSports publishers, events and leagues though services we provide, to supporting teams, players and influencers and building our own eSports communities.

Media Production

        We are a leading player in sports media production, providing rights owners and viewers with quality, exciting and innovative sports coverage. We provide a range of services, from basic services such as match streaming, video on demand, near-live clip based content to new, multi-media solutions such as white label applications and web players. Our media production projects have been recognized with prestigious industry awards, including the International Broadcasting Convention Awards (2006, 2010 and 2014), SPORTEL Golden Podium Awards (2002 and 2011) and others, acknowledging our innovative approaches and dedication to quality.

        Our media production services include essentially every aspect and scale of sports multimedia production. We help sports federations, organizing committees and other rights owners to broadcast their events in the most engaging and effective way possible with support ranging from the host broadcast design and operation for all kinds of major sports events to digital media and post-production as well as archive management. We provide our large scale media production services through HBS, which was founded in 1999 as the host broadcaster of the 2002 FIFA World Cup Korea/Japan™ and since then also operated as the host broadcaster for the 2006 FIFA World Cup Germany™, the 2010 FIFA World Cup South Africa™, the 2014 FIFA World Cup Brazil™ and the 2018 FIFA World Cup Russia™. The number of HBS employees vary in accordance with the active projects, from approximately 60 employees to more than 3,000 employees during the delivery periods of major sports events. We have been at the forefront of digital media production innovation for many years. In 2009, we broadcasted Europe's first 3D football match, the French Ligue 1 match between Olympique Lyon and Paris Saint-Germain. In 2013, HBS broadcast the first 4K production at the FIFA Confederations Cup™ and, in 2018, HBS implemented the first production of all FIFA World Cup Russia™ matches in ultra HD with 360-degree for virtual reality experience.

        Our media production activities include the following.

        Partnership with FIFA.    Since 1999, we have worked with FIFA and served as FIFA's host broadcaster for the 2002 FIFA World Cup Korea/Japan™, 2006 FIFA World Cup Germany™, 2010 FIFA World Cup South Africa™, 2014 FIFA World Cup Brazil™ and 2018 FIFA World Cup Russia™. FIFA mandated us as host broadcaster for the current FIFA event cycle, including the 2019 Women's FIFA World Cup France™, leading up to, and including, the 2022 FIFA World Cup Qatar™.

        Italian and French Football Production.    In addition to the FIFA World Cup™ flagship projects, we also provide end-to-end media production services for most of Lega Serie A games as well as for the Italian Cup (Coppa Italia) and Italian Supercup (Supercoppa Italiana) under arrangements that are generally set to expire at the end of the 2020/21 season (June 2021), and we handle the quality control of the production of the French Ligue 1 matches until June 2020.

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        Other Media Production Business.    We also focus on producing other single-sport or multi-sport events, including the EHF EURO Competitions and Qualifiers, the CEV European Volleyball Championships, the BWF World Tour and other BWF major events (including the BWF World Championships, the Sudirman Cup and the finals of the Thomas & Uber Cup), the IBSF Bobsleigh and Skeleton World Cup, the FIS World Championships and FIS-sanctioned World Cup events, the IIHF Ice Hockey World Championship and Champions Hockey League and FIA World Rally Championship.

        We provided consulting services to the UEFA (planning and management of the International Broadcast Centre) in connection with UEFA EURO 2016™, the European football championship, and UEFA has mandated us to provide similar services for UEFA EURO 2020™.

        International Games Broadcast Services.    We also set up in 2004 International Games Broadcast Services, or IGBS, a joint venture with IMG Media, which is dedicated to the production of multi-sport events. IGBS has been the host production partner for the Doha Asian Games 2006, the Guangzhou Asian Games 2010, the Astana/Almaty Asian Winter Games 2011, the Incheon Asian Games 2014, the Singapore Southeast Asian Games 2015 and the Jakarta Asian Games 2018, and is to be the host broadcaster for the Rugby World Cup 2019 in Japan.

Sports Services

        We provide a comprehensive set of support services designed to contribute to the operational success of our sports media and marketing capabilities. These services include:

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hospitality services;

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ticketing services;

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broadcaster servicing/account management;

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sponsorship implementation;

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state-of-the-art LED board systems and other live advertising solutions;

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communication, branding and design services, including event logo and mascot creation, concept and appearance, and venue dressing;

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event and full-service hospitality management including elaborate concept, creative cuisine, design, decoration, lighting, entertainment and marketing; and

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management of ticketing concept, policy, pricing strategy, administration, promotional campaign and sales.

        We provide consulting and support services to clients in connection with the design, planning and creation of platform-specific content across multiple digital outlets. On the fan engagement side, we seek to provide solutions to enable clients to engage directly with fans by providing innovative and easy to implement gamification tools. For example, we worked together with the IIHF and created and implemented the new content strategy for the IIHF Ice Hockey World Championships 2017, including social media, editorial and multimedia content planning, and fan engagement campaigns. In addition, we also provide a number of other services to the IIHF, including overall venue and event management, marketing implementation responsibility, event services and consulting, commercial legal advice during the organizational phase, digital strategy, host broadcasting, online broadcast services, B2B client and VIP hospitality services and management of the television production. We also provide a number of additional services to the EHF, including the use of official event logo and composition of logo and official mascots, full digital, online and social media integration as well as VIP hospitality tickets.

        We further support and provide services, including shirt sponsorship, hospitality services and LED advertising to a number of French football clubs, such as AS Monaco FC, Lille OSC, FC Nantes and

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Toulouse FC. In addition, we provide VIP hospitality services to the LFP and serve as hospitality sales agent for major sports events in the Stade de France, the national stadium of France located in Paris.

        LED boards have emerged at the forefront of perimeter board advertising. We own 18 LED outdoor systems in Germany and Italy as of December 31, 2018. We provide these systems to major rights owners such as FIFA, UEFA, the EHF, national federations in various sports, and football clubs, as well as for multi-day events, and other sports such as tennis, basketball, handball and volleyball.

        The latest addition to our advertising offering is an innovative, machine learning-driven virtual advertising solution, Viz Eclipse, one of our main collaborations in the artificial intelligence area. Viz Eclipse is a product developed through our partnership with Vizrt to increase value creation through virtual advertising. This solution will enable us to create targeted, unobtrusive advertisements overlaid into content. Using Viz Eclipse, we will be able to offer localization (marketing different products in different locations for the same client), regional sales (differentiating the brands marketed depending upon on the location of the consumer) and content access (differentiating the brands or products marketed depending on how the content is accessed (such as a live event, a replay, the highlights and the social media highlights)).

Competition

        The full-service sports marketing industry is fragmented by nature, consisting of a small number of global full-service companies and numerous smaller companies focusing on specific sports. There are only a number of companies that compete with us on a global and all commercial lines basis. On the global level and with respect to all of our commercial lines, we compete with Endeavor and Lagardère Sports. From a business perspective, we compete across many different industries and within many different markets. We believe our primary sources of competition include, but are not limited to:

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Events.  We compete against other providers of competitive events as well as non-sports events, which potential athletes may perceive to be more appealing.

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Media Production.  For large scale media production, the main competition we face is from other large scale media production providers.

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Media Distribution.  We compete against sports marketing companies, digital and other non-traditional media providers and also in-house solutions with respect to media distribution.

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Sponsorship and Marketing.  Our main competition is other sports sponsorship and marketing companies in the sports ecosystem. This competition will affect our monetization of the rights-in that we have contractually acquired.

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Ancillary Services.  Many of our competitors offer ancillary services to stakeholders within the sports ecosystem.

Information Technologies

        We have focused on, and will continue to invest in, our technological infrastructure.

        Infront has an integrated technology platform focusing on fan data, analytics and digital sports marketing. This technology platform includes a CRM for fan relationship management as well as data management capabilities for fan tracking, targeting and re-marketing, data analytics for fan segmentation, content optimization and profiling, content analytics for social listening, content automation and optimization and monetization from ad technologies, merchandising and subscriptions. Infront's CRM solution further supports the process for contracts' management from the initial negotiations to signing thereof. Infront also has consolidated financial systems in place focused on, among others, forecasting, (long-term liquidity) planning, accommodating increased reporting requirements under IFRS, periodic reporting of cash flows and creating visibility and control of bank balances and payment flows through an

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integrated treasury management system. Infront has processes in place for regular back-ups, including off-site storage of data, and the implementation of a data back up and replication concept. All core business applications are running on centralized servers on Infront's headquarters in Zug, and key knowledge about Infront's IT infrastructure and business applications is present in an in-house team.

        WEH has an integrated CRM platform that contains over 3 million unique athletes and allows WEH to utilize tools for email marketing, customer service, e-commerce and captures all athlete event data with split timings. WEH's CRM system also feeds its data warehouse that enables data analysis, business intelligence (BI) reporting and market segmentation. Key knowledge about WEH's IT infrastructure is present in an in-house team. The 2019 roadmap for information technology to enhance WEH's business unit integration includes an athlete survey tool, new POS system for onsite merchandise, sales and inventory management with automated contract generation and social integration.

Intellectual Property

        In our Mass Participation segment, we are the owners of a portfolio of iconic brands across a range of sports, including triathlon, running, mountain biking, obstacle course races and road cycling.

        We hold the rights, in the United States and various other countries, to the name "IRONMAN" and its logo, and the associated "M-DOT" logo for marketing competitions involving swimming, biking, and running. We own an additional number of trademarks around our mass participation sports events, including trademarks such as IRONMAN 70.3 as well as trademarks related to other owned events such as the Rock N' Roll Marathon Series, the Cape Epic, B2Run running series and XLETIX Challenges. Our trademarks are in the form of plain-text words or design logos, or both. Our trademark coverage varies by country, largely depending on whether we have events or licensees in a particular country. As at the end of 2018, we held approximately 180 trademarks registered in the United States, and approximately 1,000 trademarks registered in jurisdictions outside of the United States.

        Our trademark registrations apply to various specific classes of goods and services. Most of our trademark registrations relate to the conducting of athletic events. Others of our trademark registrations apply to apparel and other consumer products.

Employees and Facilities

        As of December 31, 2018, we had 1,624 full-time employees, or FTEs. The following table sets forth the numbers of our FTEs categorized as of the dates indicated.

	As of December 31,
	2018	2017	2016
	(#)
Infront	975	941	898
WEH	527	411	338
Group & Other	122	73	47
Total FTEs(1)	1,624	1,425	1,283

(1)

Includes: (i) full-time and part-time employees with unlimited duration employment contracts or employees with limited duration employment contracts of 6 months and more, (ii) full-time and part-time workers employed with temporary firms or self-employed who have contracts longer than 6 months with us and who are integrated in the organization (for example through an email address or full access to our information), and (iii) regarding HBS in particular, event staff with a monthly wage or non-event staff with a monthly wage or paid at an hourly rate. FTEs do not include (i) trainees, (ii) apprentices and (iii) students on work placements.

        We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit. As a result, we have generally been able to

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attract and retain qualified personnel. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past.

        In addition to our FTEs, we use a significant number of seasonal workers and local-community volunteers to help make our owned sports events a success, as well as project specific personnel who are outsourced from and managed by labor dispatch companies.

        Our group headquarters is located in Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, Beijing, where we lease and occupy office space with an aggregate floor area of approximately 353.6 square meters. We also lease and occupy office space located in Tower C, Oriental Media Centre, 4 Guanghua Road, Chaoyang District, Beijing with an aggregate floor area of approximately 1,034.5 square meters.

        Our Infront headquarters is located in Zug (Switzerland), where we lease and occupy an aggregate floor area of approximately 5,613 square meters. Our WEH headquarters is located in Tampa, Florida (United States) where we lease and occupy office space with an aggregate floor area of approximately 4,635 meters (46,992 square feet).

        In addition to our headquarters, we have over 60 offices in 20 countries worldwide. We lease substantially all of the properties we use to operate our business. We believe that our facilities and offices are adequate to meet our needs for the foreseeable future, and we believe that we will be able to obtain adequate facilities, principally through leasing of additional properties, to accommodate our future expansion plans.

Legal Proceedings

        We have been and may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including, but not limited to, matters relating to personal injury, wrongful death, intellectual property infringement, commercial disputes, labor and competition. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow or results of operations.

Insurance

        We maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to and customary for businesses of our size and type. We carry for example general liability (for example, personal and bodily injury liability, athlete liability and host liquor liability) insurance in connection with our owned events. Where we act on behalf of rights owners, we mostly select insurance on a case-by-case basis, and, based on a risk assessment analysis, choose the insurance coverage best suited for a particular sports event or service to be provided. Our insurance policies are maintained with a variety of insurance companies and are renewed in principal on an annual basis.

        We do not maintain any liability insurance or property insurance policies covering our equipment and facilities for injuries, death or losses due to fire, earthquake, flood or any other disaster. In general, we do not carry insurance in relation to cancellation of our owned events and in relation to active shooter / malicious attack events. Consistent with customary industry practice in China, we do not maintain business interruption insurance, nor do we maintain key-man life insurance.

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth certain information relating to our current directors and our director appointees for our board of directors, as well as our executive officers, as of the date of this prospectus. Upon completion of this offering, our board of directors will be comprised of a total of                  directors.

Directors and Executive Officers	Age		Position/Title
Lin Zhang		46	Chairman of the Board of Directors
Hengming Yang		52	President, Chief Executive Officer and Director
Honghui Liao		50	Chief Financial Officer and Director
Philippe Blatter		55	Vice Chairman of the Board of Directors; President and Chief Executive Officer of Infront
Andrew Messick		55	President and Chief Executive Officer of WEH and Director
Dongwei Yang		49	President and Chief Executive Officer of WSC and Director
Edwin Fung		54	Independent Director

Lin Zhang, our Chairman, is the president of Wanda Culture, chairman of Wanda Film Holding Co., Ltd., and chairman of WSC. Mr. Zhang joined Dalian Wanda GCL in March 2000 and previously held multiple positions within the group, including vice president of Dalian Wanda GCL, finance director of Dalian Wanda GCL, and general manager of project companies located in Nanjing, Shenyang and Chengdu. Mr. Zhang served as a non-executive director of Dalian Wanda Commercial Properties Co., Ltd. from December 2009 to January 29, 2016. Mr. Zhang has also been, a director of Dalian Wanda GCL since February 2011, the chairman of World Triathlon Corporation since November 2015 and the chairman of Infront since July 2015. Mr. Zhang has served as the executive president of Wanda Culture since December 2012 and as president of Wanda Culture since December 2013. Mr. Zhang was also the chairman of AMC Entertainment, Inc. from August 2012 to March 12, 2018. Mr. Zhang also serves as the chairman of Wanda Film Holding Co., Ltd. since November 2006 and, has been a non-executive director of Wanda Hotel Development Co., Ltd. since November 2017. Mr. Zhang received a bachelor degree in Accounting from Dongbei University of Finance and Economics and an executive master in business administration from Peking University. Mr. Zhang is a non-practicing member of the Chinese Institute of Certified Public Accountants and the China Certified Tax Agents Association.

Hengming Yang, our President and Chief Executive Officer, joined Dalian Wanda GCL in November 2016. Mr. Yang joined BP in 2001 holding various positions across China and the United Kingdom. From January 2015 to October 2016, Mr. Yang served as the President of BP China and the Chairman of BP (China) Investment Holdings Limited. Between 1998 and 2001 he served as a Controller in DaimlerChrysler in Singapore and as an Operation Executive Management Trainee at McDonald Corporation in Chicago between 1996 and 1997. From 1992 to 1994, Mr. Yang was the Executive Assistant to the CEO at Minmetals USA in New Jersey and from 1989 to 1991 worked in Business Development at China Minmetals Corporation in Beijing. Mr. Yang received a bachelor degree in business management from the University of International Business and Economics in Beijing, China and a master of business administration from the American Graduate School of International Management in Arizona.

Honghui Liao, our Chief Financial Officer, joined Dalian Wanda GCL in July 2016. Mr. Liao has over 20 years of experiences in financial accounting and auditing. Prior to joining Dalian Wanda Group, Mr. Liao served various roles at Walmart China for over 18 years, including Vice President of Finance, Vice President of Corporate Affairs, and Chief Integration Officer. Mr. Liao received an MBA degree from the Hong Kong University of Science and Technology and he is a member of Association of Chartered Certified Accountant, holds the qualifications for the Chinese Institute of Certified Public Accountants, and the Certified Public Valuer.

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Philippe Blatter is our Vice Chairman and President and Chief Executive Officer of Infront. Mr. Blatter has two decades of experience in sports business. Prior to joining Infront as President and Chief Executive Officer in 2005, Mr. Blatter spent 11 years at McKinsey & Company. He left McKinsey in 2005 as Partner. During his tenure at McKinsey he founded the firm's Sports Practice. In 2017, Mr. Blatter was included in ESPN FC's "Football 50 most influential people." In 2012, Mr. Blatter was credited by SPONSORs—Germany's leading sports business magazine—as one of the Top 10 "Most Influential People in International Sport"; in 2008 he was ranked as one of the Top 100 "Most Powerful People in Sport" by the international sports industry outlet SportsPro Magazine. Mr. Blatter also served as a board member of the non-profit organization Right To Play Switzerland for several years. Mr. Blatter holds a master of science degree from the Swiss Federal Institute of Technology in Zurich (ETH) and a master of business administration from the Kellogg Graduate School of Management at Northwestern University in Evanston, Illinois.

Andrew Messick is the President and Chief Executive Officer of WEH and has more than a decade of experience in leadership roles at global sports and entertainment companies. Prior to joining WEH, Mr. Messick served as president of AEG Sports between 2007 and 2011. From 2000 through 2007, Mr. Messick was the senior vice president of NBA International. He was responsible for overseeing the NBA's network of international offices and for leading the NBA's efforts to globalize. Mr. Messick joined the NBA from Sara Lee Corporation, where he held a range of business development, marketing and general management positions in the UK, Australia and Canada. Prior to that, Mr. Messick spent six years at McKinsey & Company in Chicago and Amsterdam. Mr. Messick holds a bachelor of arts in economics and psychology from the University of California, Davis and a master of business administration from the Yale School of Management.

Dongwei Yang is and has been the President and Chief Executive Officer of WSC since January 2016. Prior to becoming the Chief Executive Officer of WSC Mr. Yang was the senior vice president of business affairs of National Basketball Association in Beijing between 2013 and 2016. Mr. Yang was also the senior vice president and vice president of marketing partnerships of National Basketball Association in Beijing between 2008 and 2013. Prior to that, Mr. Yang, was the regional managing director and vice president of National Basketball Association in Hong Kong for Asia (excluding China) between 2007 and 2008. Mr. Yang has a Bachelor of Arts in international economics from Nankai University, a master of science in economics from University of Texas, a master in professional accounting from University of Texas and a master of business administration with a major in finance from the Wharton School, University of Pennsylvania.

Edwin Fung serves as our independent director and has been in this position since                        2019. Mr. Fung is a professional accountant and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Fung joined KPMG in Hong Kong in 1986 and became partner in 1999. Mr. Fung has over 30 years of professional experience including financial auditing, Hong Kong and U.S. initial public offerings and subsequent acquisitions and financing, risk management, internal control compliance, corporate restructuring and financing. From 2010 to 2011, Mr. Fung, founding chairman of KPMG's Global China Practice, established a local China practice in 40 countries around the world to assist Chinese companies to invest overseas. In 2012, Mr. Fung became the Senior Partner of KPMG Northern China region and Senior Partner of Beijing office. In 2015, Mr. Fung established KPMG's innovative Start-up Centre in ZhongGuanCun, Beijing to provide professional services to start-up companies. In September 2017, Mr. Fung retired from KPMG. Prior to his retirement, Mr. Fung was Vice Chairman and member of the management committee of KPMG China. Mr. Fung currently acts as the advisor to the Sino-International Entrepreneurs Federation.

Board of Directors

        Our board of directors will consist of seven directors upon the SEC's declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director is not required to

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hold any shares in our company to qualify to serve as a director. The NASDAQ Stock Market Rules generally require that a majority of an issuer's board of directors must consist of independent directors. However, the NASDAQ Stock Market Rules exempt "controlled companies" like us from this requirement. We intend to rely on this "controlled company" exemption and do not have a majority of independent directors serving on our board of directors.

        Our board of directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property and assets (present or future) and uncalled capital, or any part thereof, and to issue debentures, debenture stock, bonds or other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party.

        Certain of our directors are also employees of Dalian Wanda Group. See "Risk Factors—Risks Related to Our Relationship with Dalian Wanda Group—We may be adversely impacted by conflicts of interest with Dalian Wanda Group."

Board Committees

        We have established an audit committee as a committee of the board of directors and will establish a compensation committee and a nominating and corporate governance committee under our board of directors upon the completion of this offering. We have adopted a charter for the audit committee and have authorized and approved a charter for each of the compensation committee and the nominating and corporate governance committee. Each committee's members and functions are described below.

        Under NASDAQ Stock Market Rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements and the committee composition requirements. We intend to rely on the phase-in schedules set forth in the NASDAQ Stock Market Rules with respect to the composition of our three board committees.

Audit Committee

        Our audit committee consists of Edwin Fung and Lin Zhang. Edwin Fung will be the chairman of our audit committee. We have determined that Edwin Fung (i) qualifies as an "audit committee financial expert" as set forth under the applicable rules of the SEC, (ii) satisfies the requirements for an "independent director" within the meaning of Rule 5605(a)(2) of the NASDAQ Stock Market Rules and (iii) meets the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

•

reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

•

approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually;

•

obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures;

•

reviewing with the independent registered public accounting firm any audit problems or difficulties and management's response;

•

discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

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•

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act, including those to be entered into with Dalian Wanda GCL and any other entities affiliated with Dalian Wanda Group other than any entity included in our consolidated group;

•

reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports;

•

discussing the annual audited financial statements with management and the independent registered public accounting firm;

•

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

•

at least annually, reviewing and reassessing the adequacy of the committee charter;

•

approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

•

establishing and overseeing procedures for the handling of complaints and whistleblowing;

•

meeting separately and periodically with management and the independent registered public accounting firm;

•

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and

•

reporting regularly to the board.

Compensation Committee

        At the time of the completion of this offering, our compensation committee will consist of Edwin Fung and Lin Zhang. Lin Zhang will be the chairman of our compensation committee. We have determined that Edwin Fung satisfies the independence definition set forth in Rule 5605(a)(2) of the NASDAQ Stock Market Rules.

        The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

•

overseeing the development and implementation of compensation programs in consultation with our management;

•

at least annually, reviewing and approving, or recommending to the board for its approval, the compensation for our executive officers;

•

at least annually, reviewing and recommending to the board for determination with respect to the compensation of our non-executive directors;

•

at least annually, reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements;

•

reviewing executive officer and director indemnification and insurance matters;

•

overseeing our regulatory compliance with respect to compensation matters, including our policies on restrictions on compensation plans and loans to directors and executive officers;

•

at least annually, reviewing and reassessing the adequacy of the committee charter;

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•

selecting compensation consultants, legal counsel or other advisors only after taking into consideration all factors relevant to that person's independence from management; and

•

reporting regularly to the board.

Nomination and Corporate Governance Committee

        At the time of the completion of this offering, our nomination and corporate governance committee will consist of Edwin Fung and Lin Zhang. Lin Zhang will be the chairman of our nomination and corporate governance committee. We have determined that Edwin Fung satisfies the independence definition set forth in Rule 5605(a)(2) of the NASDAQ Stock Market Rules.

        The nomination and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

•

recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

•

reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us;

•

developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or the NASDAQ Stock Market Rules, or otherwise considered desirable and appropriate;

•

selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nomination and corporate governance committee itself;

•

at least annually, reviewing and reassessing the adequacy of the committee charter;

•

developing and reviewing at least annually the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and

•

evaluating the performance and effectiveness of the board as a whole.

Duties and Functions of Directors

        Under Hong Kong law, our directors owe fiduciary duties to our company, including a duty to act in good faith in our best interests, a duty to exercise powers for a proper purpose, a duty to avoid conflicts between personal interests and our interests and a duty not to make secret profits. The Companies Ordinance also codifies directors' duties of care, skill and diligence, which reflects a mixed objective and subjective test for the standard in carrying out a director's duty to exercise reasonable care, skill and diligence. In deciding whether a director has breached his or her duties, both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions of the director of the company (the objective test) and the general knowledge, skill and experience of that particular director (the subjective test) have to be considered.

        If a director fails to comply with his or her duties, he or she may be liable to civil or criminal proceedings and may be disqualified from acting as a director. We have the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. In accordance with our Articles of Association, the functions and powers of our board of directors include, among others, (i) convening

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shareholders' annual general meetings and reporting its work to shareholders at such meetings, (ii) recommending the declaration of dividends, and (iii) appointing officers and determining their terms of offices and responsibilities.

Terms of Directors and Officers

        Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders. A director will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board, is absent from the meetings during a continuous period of six months and our board of directors resolve that his office be vacated; (v) is prohibited by law from being a director; or (vi) is removed from office pursuant to any other provision of our Articles of Association, effective upon the completion of this offering. Our officers are elected by and serve at the discretion of the board of directors.

Employment Agreements and Indemnification Agreements

        We have entered into employment agreements with each of our executive officers. Each of our executive officers is employed for a specified time period, which can be renewed upon both parties' agreement before the end of the current employment term. We may terminate an executive officer's employment for cause at any time without advance notice in certain events. We may terminate an executive officer's employment by giving a prior written notice or by paying certain compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.

        Each executive officer has agreed to hold, unless expressly consented to by us, at all times during and after the termination of his or her employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our customers and suppliers. In addition, each executive officer has agreed to be bound by certain restrictions on competition and solicitation during the term of his or her employment.

        Each of our directors and executive officers also benefits from indemnification arrangements, under which they are indemnified against certain liabilities and expenses incurred by them in connection with claims made by reason of their service as directors or executive officers of ours.

Compensation of Directors and Executive Officers

        In 2018, we paid an aggregate of €12.7 million to our executive officers, and we did not pay any compensation to our non-executive directors. Lin Zhang, our chairman of the board of directors, does not receive any compensation from us, in any capacity. See Note 34 to our audited consolidated financial statements for details of our long-term payroll payables. Our PRC subsidiary, our variable interest entity and its subsidiaries are required by law to make contributions equal to certain percentages of each employee's salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

Equity Incentive Plans

        Our board of directors adopted the Management Equity Incentive Plan, or option plan, in                2019. The purpose of the option plan is to enhance our ability to retain highly qualified senior officers and key employees, and to motivate such persons to expend maximum effort to improve our business results and earnings, by providing such persons direct equity interest in our operations and future success. The option plan provides for the issuance of options in respect of Class A ordinary shares representing up to 5% of the total number of outstanding shares on a fully-diluted basis immediately after the completion of

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this offering (subject to automatic increase as set forth below). In addition to the option plan, we plan to adopt another equity incentive plan that will cover additional officers and employees of ours within six months after completion of this offering.

        The table below sets forth the option grants that will be made to our directors and executive officers under the option plan within 30 days after the completion of this offering (such options to be granted will expire on or before                ).

Name	Number of Ordinary Shares to be issued upon exercise of Options
Lin Zhang	*
Hengming Yang	*
Honghui Liao	*
Philippe Blatter	*
Andrew Messick	*
Dongwei Yang	*
Total

*

Upon exercise of all options to be granted, each of these directors and executive officers would beneficially own less than 1% of our Class A ordinary shares.

        In addition, pursuant to the option plan, within 30 days after the completion of this offering, options in respect of            Class A ordinary shares will be granted to senior management of our holding company, Infront, WEH and WSC (other than our directors and executive officers).

        The principal terms of the option plan are as follows:

        Eligible participants.    Certain key members of management will be eligible to participate in the option plan, including among the senior management of our holding company, Infront, WEH and WSC.

        Share reserve.    The maximum aggregate number of Class A ordinary shares that may be issued pursuant to awards under our option plan is 5% of the total number of outstanding shares on a fully-diluted basis immediately after the completion of this offering, subject to automatic increase if we issue additional Class A ordinary shares for cash (other than under the plan or any other equity incentive plan we may adopt) during the vesting period from the completion of this offering to May 31, 2023. In the case of any such issuance, the number of shares underlying each option will increase such that the percentage ownership represented by the shares underlying the options held by each option holder will not be diluted by the additional issuance.

        Administration.    The board of directors has full power and authority to administer the option plan, and may from time to time delegate such administration to a committee of the board of directors. These administrative powers include, but are not limited to, designating participants, determining the types of awards to be made, establishing the terms and conditions of any award and amending, supplementing or modifying the terms of any outstanding award.

        Options.    The term of an option granted under the option plan will not exceed 7 years from the date the option is granted. The exercise price of the options will be $0.01 per share. The vesting of the options will be subject to time-based and performance-based vesting conditions. Option awards will benefit from customary anti-dilution adjustments. We expect the options to be granted following completion of this offering to vest over a four-year period, with 20% of the options vesting immediately following such grant and 20% of the options vesting not later than May 31 of each year from 2020 to 2023 (inclusive), subject to the conditions provided under the option plan.

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        After completion of this offering, the shares of Infront Holding AG issued upon exercise of the remaining options held by Infront management will be purchased by Wanda Sports & Media (Hong Kong) Holding Co. Limited and contributed to us without any additional consideration. A portion of the time-based restricted stock units, or RSUs, of our subsidiary WEH held by WEH management will vest upon completion of this offering and the rest of the RSUs will vest on January 1, 2021. Some of those vested time-based RSUs will be paid out within 20 days after completion of this offering and the rest will be paid out on January 1, 2021. A portion of the performance-based RSUs will vest upon completion of this offering and will be paid out within 20 days after completion of this offering. The remaining performance-based RSUs will be forfeited. We expect to incur the euro equivalent of US$             million of expenses in the three months ended September 30, 2019 in connection with payments made in respect of RSUs.

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PRINCIPAL [AND SELLING] SHAREHOLDER[S]

        Except as specifically noted in the table, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus, as adjusted to reflect the sale of the ADSs in this offering, by:

•

each of our directors, including independent director appointees, and executive officers; [and]

•

each person known to us to own beneficially more than 5% of our ordinary shares[; and

•

each selling shareholder].

        We have adopted a dual-class ordinary share structure that will become effective immediately prior to the completion of this offering.

        The calculations in the table below are based on            ordinary shares (on an as-converted basis) outstanding as of the date of this prospectus, and      ordinary shares outstanding immediately after the completion of this offering, assuming (i)             Class A ordinary shares will be sold by us in this offering in the form of ADSs; (ii) the underwriters do not exercise their over-allotment option to purchase additional ADSs and [;(iii) the reserved ADSs are not purchased or offered by the underwriters to the general public], which number of shares has been calculated based on an initial public offering price of US$            per ADS, the midpoint of the estimated initial public offering price range shown on the front cover page of this prospectus.

        Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our ordinary shares. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

	Ordinary shares beneficially owned immediately prior to this offering(2)				Ordinary shares beneficially owned immediately after this offering(2)(3)			Voting power beneficially owned after this offering
				Class A ordinary shares being sold in this offering
	Class A	Class B	%		Class A	Class B	%	%
Directors and executive officers(1):
Lin Zhang
Hengming Yang
Honghui Liao
Philippe Blatter
Andrew Messick
Dongwei Yang
Principal shareholder [and selling shareholders]
Beijing Wanda Culture Industry Group Co., Limited, a wholly-owned indirect subsidiary of Dalian Wanda Group Co., Ltd.(4)
[Co-investors]

*

Less than 1% of our Class A ordinary shares.

(1)

The business address of each is c/o Wanda Sports Group Company Limited, 93 Jianguo Road, Chaoyang District, 100022 Beijing, People's Republic of China.

(2)

For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the number of shares outstanding and the number of shares such person or group has the right to acquire upon exercise of the share options or warrants within 60 days after the date of this

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prospectus. The total number of ordinary shares outstanding on an as-converted basis as of the date of this prospectus is                        . The total number of shares outstanding after the completion of this offering will be                        .

(3)

[Assumes that the underwriters do not exercise their option to purchase additional ADSs and no other change to the number of ADSs offered by us as set forth on the front cover page of this prospectus.]

(4)

Directly owned by Dalian Wanda GCL, which is controlled by Mr. Jianlin Wang. The address of Wanda Culture is 93 Jianguo Road, Chaoyang District, 100022 Beijing, People's Republic of China.

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RELATED PARTY TRANSACTIONS

Cooperation Agreement with Dalian Wanda Group

        On May 14, 2019, we entered into a Cooperation Agreement with Dalian Wanda GCL and Wanda Culture Holding Co. Limited, a subsidiary of Wanda Culture which covered the following matters:

Transfer of AWMM-related Rights and Obligations

        Wanda Culture Holding Co. Limited, a subsidiary of Wanda Culture, entered into a multi-sponsorship, series expansion and future membership agreement with World Marathon Majors LLC in 2017. Under this agreement, Wanda Culture Holding Co. Limited has the right to nominate and induct three new marathon events to become part the AWMM Series, subject to each proposed event satisfying the material operations requirements of WMM through an evaluation process and certain other requirements. It also has certain rights to develop and organize age-group championship marathon events. Pursuant to the Cooperation Agreement, Wanda Culture Holding Co. Limited transferred all of its rights to us, and we assumed all of the obligations, associated with organizing additional AWMM events and championship events. We did not make any payments in connection with the assignment and assumption agreement.

Transfer of UCI Tour of Guangxi-related Rights and Obligations

        Dalian Wanda GCL entered into cooperation agreements in 2016 with the People's Government of the Guangxi Zhuang Autonomous Region of the PRC on co-hosting the UCI road cycling world tour, the women's road cycling world tour and the UCI world cycling annual awards. Pursuant to the Cooperation Agreement, Dalian Wanda GCL assigned all of its rights to us, and we assumed all of the obligations, associated with these agreements. We did not make any payments in connection with this assignment and assumption.

Consulting and Advisory Services

        We provide consulting and advisory services for sponsorship activation to members of Dalian Wanda Group in connection with its sponsorship rights for the 2018 FIFA World Cup™, 2019 FIFA Women's World Cup™ and FIBA Basketball World Cup 2019 and, pursuant to the Cooperation Agreement, will continue to provide such services on an arm's length basis.

Trademark License

        Pursuant to the Cooperation Agreement, we have the right to use the trademarks owned by Dalian Wanda Group, including the Wanda name, in the names of our legal entities and for marketing and brand purposes, under a royalty free license with no expiration date; provided, however, that if Dalian Wanda GCL ceases to own, directly or indirectly, a majority of the total voting power of our ordinary shares, the license will terminate. We did not make any payments for the royalty free license.

Support Services

        Pursuant to the Cooperation Agreement, Dalian Wanda GCL is to provide us with:

•

administrative support services, including, but not limited to, secretarial, conferencing and other daily office support services;

•

legal support services, including, but not limited to, contract management, risk control, compliance and other legal services;

•

technical support services, including, but not limited to, network design, optimization and maintenance, system support and upgrade, information management and support services; and

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•

provision of office space and facilities; and other services agreed by the parties from time to time.

        The costs for support services provided pursuant to the Cooperation Agreement shall be based on the actual costs incurred by Dalian Wanda Group and paid in accordance with the cost sharing policies of Dalian Wanda Group.

Shareholders Agreement

        See "Description of Share Capital—Shareholders Agreement and Registration Rights."

Keepwell Deeds

        On March 15, 2019, in connection with our entering into our senior term loan facility and the senior forward start term loan facility (see "Management's Discussions and Analysis of Financial Conditions and Results of Operations—Indebtedness—364-day term loan facility of Wanda Sports Group Company Limited"), Wanda Culture entered into keepwell deeds in respect of the facilities, pursuant to which it undertakes for the benefit of the lenders under the two facilities to cause us to remain in full compliance with the terms of each of the facilities and related finance documents and all laws to which we may be subject to the extent that failure to comply with such laws would materially impair our ability to perform our obligations under either of the facility or the other related finance documents. Wanda Culture also has additional undertakings with respect to our solvency.

Related Party Loans and Other Transactions

        In the ordinary course of business, from time to time, we carry out transactions and enter into arrangements with related parties. See Note 39 to our audited consolidated financial statements for:

•

material transactions that have been entered into with related parties;

•

material amounts due to or from related parties;

•

material loans to and from related parties; and

•

compensation of key management personnel.

Contractual Arrangements with Respect to our VIE

        See "Corporate History and Structure" for a description of the contractual arrangement between our PRC subsidiary, our VIE and their respective subsidiaries.

Share Exchange Agreement

        In connection with, and to facilitate, the group restructuring, we entered into a share exchange agreement, or the Share Exchange Agreement, on April 8, 2019 with Wanda Sports & Media (Hong Kong) Holding Co. Limited, the co-investors and Wanda Sports & Media Co. Limited. See "Corporate History and Structure—Establishment of Holding Company and Group Restructuring."

Employment Agreements and Indemnification Agreements

        See "Management—Employment Agreements and Indemnification Agreements."

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DESCRIPTION OF SHARE CAPITAL

        Set forth below is a summary of certain information relating to our shares, including a brief summary of certain provisions of our Articles of Association and the Companies Ordinance. Because this is a summary, it does not contain all the detailed information that may be important to you. For further details, you should read our Articles of Association, which are on file with the SEC. To find out where you can obtain copies of this document, see "Where You Can Find Additional Information."

General

        We were incorporated in Hong Kong on November 28, 2018 under the Companies Ordinance as a private company limited by shares. On incorporation, we issued one ordinary share in the amount of HK$1.00 which was fully paid as initial capital of the Company.

        By way of written resolutions of the Company that were passed on March 6, 2019, our then existing sole shareholder approved the division of the Company's share capital into Class A ordinary shares and Class B ordinary shares and the re-designation of such issued ordinary share to one Class B ordinary share, and granted the directors of the Company a specific mandate to allot and issue new Class B ordinary shares. On March 6, 2019, we re-designated such issued ordinary share into one Class B ordinary share. On March 6, 2019 and March 14, 2019, we allotted and issued an aggregate of 169,331,172 Class B ordinary shares, which were fully paid. On                        , 2019, 22,363,466 of the issued Class B ordinary shares were acquired by the co-investors and upon such acquisition were automatically converted into the same number of Class A ordinary shares.

        As of the date of this prospectus, our issued and outstanding share capital is divided into 22,363,466 Class A ordinary shares and 146,967,707 Class B ordinary shares. Immediately following completion of this offering, if all Class B ordinary shares were converted into Class A ordinary shares, our issued and outstanding share capital would consist of 169,331,173 Class A ordinary shares[, assuming the underwriters do not exercise their over-allotment option]. All of our issued and outstanding shares are fully paid.

Our Articles of Association

        Immediately upon the completion of this offering, we will have two classes of shares, including            Class A ordinary shares and            Class B ordinary shares outstanding[, assuming the underwriters do not exercise their over-allotment option]. We will issue Class A ordinary shares in the form of ADSs in this offering.

        The following are summaries of material provisions of our Articles of Association and of the Companies Ordinance, insofar as they relate to the material terms of our ordinary shares that we expect will become effective upon completion of this offering.

        Objects of Our Company.    Our Articles of Association do not provide for any restrictions on our objects and we have the full power and authority to carry out any object not prohibited by Hong Kong law.

        Ordinary shares.    Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Hong Kong law has abolished the concept of par value for shares of a Hong Kong company. Holders of our Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. All of our ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form and are issued when registered in our register of shareholders (in the Companies Ordinance, shareholders are referred to as "members"). We may not issue shares to bearer. Our shareholders may freely hold and vote their shares. The ordinary shares are not entitled to any sinking fund or redemption rights.

        Each Class B ordinary share will be converted into one Class A ordinary share upon the occurrence of certain matters as set forth in our Articles of Association, including upon any direct or indirect sale,

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transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person or entity other than Dalian Wanda GCL or an affiliate of Dalian Wanda GCL.

        Dividends.    Subject to the Companies Ordinance, the shareholders in a general meeting may from time to time, by ordinary resolution, declare dividends to be paid to shareholders. However, dividends will not be declared in excess of the amount recommended by the board of directors. In addition, no dividend is payable except out of our distributable profits (that is, our accumulated realized profits less our accumulated realized losses) or other distributable reserves as permitted under Hong Kong law, which does not restrict the payment of dividends to non-resident holders of our securities. Dividends cannot be paid out of our share capital or in advance of the generation of distributable profits. To the extent profits are distributed as dividends, such portion of profits will not be available to be reinvested in our operations.

        Dividends must be paid in accordance with the procedures and requirements specified in our Articles of Association. When recommending dividends, our directors must act in the general interest of all classes of shareholders and must not favor any one class at the expense of another in accordance with Hong Kong law. The payment and the amount, form and frequency of any future dividends will depend on our results of operations, cash flows, financial condition, statutory, regulatory and contractual restrictions on the payment of dividends by us, future prospects and other factors that our directors may consider relevant. In addition, our controlling shareholder, Dalian Wanda GCL, will be able to influence our dividend policy.

        Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends will be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but no amount paid on a share in advance of calls shall be treated as paid on the share. Our board of directors may retain any dividends or other monies payable on or in respect of a share on which we have a lien, and may apply the same in or towards satisfaction of the debts or liabilities in respect of which the lien exists. In addition, our board of directors may deduct from any dividend or bonus payable to any shareholder all sums of money (if any) presently payable by the shareholder to the Company on account of calls, installments or otherwise.

        In respect of any dividend that our board of directors has resolved to pay or any dividend declared or sanctioned or proposed to be declared or sanctioned by our board of directors or by the Company in general meeting, our board of directors may determine and announce, prior to or contemporaneously with the announcement, a declaration or sanction of the dividend in question:

•

that our shareholders entitled will receive, in lieu of such dividend (or such part thereof as our board of directors may decide), an allotment of shares credited as fully paid provided that the shareholders are at the same time accorded the right to elect to receive such dividend (or part thereof as the case may be) in cash in lieu of such allotment, or

•

that our shareholders entitled to such dividend be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the board of directors may think fit.

        We may, upon the recommendation of our board of directors by ordinary resolution, resolve in respect of any one particular dividend that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to our shareholders to elect to receive such dividend in cash in lieu of such allotment.

        Our board of directors may distribute any assets of the Company, in accordance with the Companies Ordinance, in specie or in kind, among our shareholders, in satisfaction in whole or in part of any dividends that have been declared. All dividends or bonuses unclaimed for one year after having become payable may be invested or otherwise made use of by our directors for our benefit until claimed, and all dividends unclaimed for six years after having become payable may be forfeited by our directors and will

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revert to us. The payment into a separate account of any monies payable in respect of a dividend will not render us a trustee for any person.

        Holders of our ordinary shares will be entitled to receive dividends pro rata according to the amounts paid up or credited as paid up on the ordinary shares. Holders of our ADSs will be entitled to receive dividends, subject to the terms of the deposit agreement, to the same extent as holders of our Class A ordinary shares, less the fees and expenses payable under the deposit agreement. If we pay any cash dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary will then pay such amounts to the ADS holders in proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends will be paid to the depositary in U.S. dollars and, except as otherwise described under "Description of American Depositary Shares—Limitations on Obligations and Liability," will be converted by the depositary into U.S. dollars and paid to holders of ADSs after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

        Voting Rights.    Under the Companies Ordinance, any action to be taken by the shareholders in a general meeting requires the affirmative vote of either an ordinary or a special resolution passed at such meeting. Resolutions are classified as:

•

an ordinary resolution, which is a resolution passed by a simple majority of shareholders that are entitled to, and do, vote in person or by proxy at a general meeting; or

•

a special resolution, which is a resolution passed by not less than three-fourths of shareholders that are entitled to, and do, vote in person or by proxy at a general meeting.

        Generally, resolutions of shareholders are passed by ordinary resolution. However, the Companies Ordinance provides that some matters may only be passed as special resolutions. These matters include:

•

alteration of the objects clause (if contained in the Articles of Association);

•

alteration of the articles of association;

•

change of a company's name;

•

reduction of share capital; and

•

voluntary winding up.

        A quorum required for a meeting of shareholders consists of two shareholders, except for the modification of rights attached to any class of shares. See below "—Modification of Rights."

        Voting at any meeting of shareholders is by a poll. On a poll, every shareholder holding a Class A ordinary share, present in person or by proxy, has one vote for each Class A ordinary share held or represented by him or her, and every shareholder holding a Class B ordinary share, present in person or by proxy, has four votes for each Class B ordinary share held or represented by him or her.

        Any action to be taken by the shareholders requires the affirmative vote of the requisite majority of our shares at a meeting of shareholders. There are no cumulative voting rights. Accordingly, the holders of a majority of the votes that vote for the election of directors can elect all the directors if they choose to do so.

        We believe that our dual-class voting structure enables us to create greater and more sustainable long-term value for our shareholders as it allows us to strengthen our relationship with our long-term shareholder; obtain greater flexibility in exploring future equity and other financing options as well as potential acquisition opportunities; and protect us from potentially disruptive takeovers.

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        Our Class A ordinary shares and Class B ordinary shares, at all times, will vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Immediately upon the completion of this offering, the holders of Class B ordinary shares will control the outcome of any shareholder vote and such control will continue:

•

with respect to matters requiring an ordinary resolution which requires the affirmative vote of a simple majority of shareholder votes, to the extent that the Class B ordinary shares represent at least        % of our total issued and outstanding share capital, and

•

with respect to matters requiring a special resolution which requires the affirmative vote of no less than three-fourths of shareholder votes, to the extent that the Class B ordinary shares represent at least        % of our total issued and outstanding share capital.

        For risks associated with the dual-class voting structure, see "Risk Factors—Risks Related to this Offering and our ADSs—Under our dual class share structure with different voting rights, Dalian Wanda GCL, our controlling shareholder, will have complete control of the outcome of matters put to a vote of shareholders, which will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and our ADSs may view as beneficial."

        General Meetings of Shareholders.    Under our Articles of Association and under the Companies Ordinance (subject to certain exceptions), we are required to hold a general meeting as our annual general meeting for each fiscal year in addition to any other meeting during that year. We are also required by the NASDAQ Stock Market Rules to hold an annual shareholders meeting during each fiscal year. We would not be required to hold an annual general meeting if, among other things, a written resolution or a resolution at a general meeting is passed by all shareholders entitled to vote to dispense with the holding of annual general meetings or if everything required to be done at the annual general meeting is done by a written resolution and copies of documents required to be laid at the annual general meeting are provided to each shareholder on or before the date of circulation of the written resolution. A written resolution signed by all members for the time being entitled to receive notice of, and to attend and vote at, general meetings shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held.

        Each general meeting, other than an annual general meeting, will be called an extraordinary general meeting. Our directors may, whenever they see fit, convene extraordinary general meetings.

        Under the Companies Ordinance, an annual general meeting must be called in writing and with no less than 21 days' notice, although it may be called with less than 21 days' notice, if all shareholders entitled to attend and vote at the meeting agree. Any other general meetings must be called in writing and with no less than 14 days' notice or a shorter notice if a majority in number of the shareholders with the right to attend and vote at the meeting, and holding 95% of the total voting rights, agree to the short notice. A member proposing to remove an auditor or a director before the expiration of his or her term of office must give special notice of at least 28 days' to us, which must give our shareholders notice of such resolution along with the notice of the meeting at which such resolution is moved. Special notice is also required when a member proposes a resolution at a general meeting to appoint and replace a director removed at the meeting, appoint any person as auditor (other than the retiring auditor), fill a casual vacancy in the office of auditor or reappoint as auditor a retiring auditor who was appointed by directors to fill a casual vacancy. The notice will specify the place, date and time of the meeting, and in the case of special business, the nature of the special business. The accidental omission by us to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

        Under the Companies Ordinance, shareholders holding not less than 5% of the total voting rights of our company may request the directors to call a general meeting. If the directors fail to meet such request, the shareholders who requested the meeting, or any of them representing 50% of the total voting rights of all of their shares, may themselves call a general meeting.

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        Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, every shareholder who (being an individual) is present in person or (being a corporation) is present by a representative duly authorized under the Companies Ordinance at any general meeting will be entitled, on a poll, to one vote for every fully paid-up Class A ordinary share of which he/she is the holder and four votes for every fully-paid Class B ordinary share of which he/she is a holder. In the case of an equality of votes at any general meeting, the Chairman of the meeting will be entitled to a second or casting vote.

        No business except for the election of a chairman of the meeting will be transacted at any general meeting unless a quorum is present. Under our Articles of Association, two shareholders present in person or by proxy and entitled to vote will constitute a quorum for all purposes other than for the modification of rights attached to any class of shares. See below "—Modification of Rights."

        Modification of Rights.    All or any of the rights attached to any class of shares (unless otherwise provided for by the terms of issue of the shares of that class) for the time being in issue may, subject to the provisions of the Companies Ordinance, at any time, as well before as during liquidation, be altered or abrogated either with the consent in writing of the holders of not less than three-quarters of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of that class. To every such separate general meeting the provisions of our Articles of Association relating to general meetings apply mutatis mutandis, except that the necessary quorum shall be two persons present in person or by proxy together holding at least one-third of the total voting rights of holders of the shares of the class (but so that, if at any adjourned meeting a quorum as above defined is not present, any one holder of shares of the class present in person or proxy shall be a quorum) and that every such holder shall on a poll have one vote for every share of the class held by him. The rights conferred upon the holders of any class of shares issued in the company shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

        Conversion.    Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof to any person who is not an affiliate of Dalian Wanda GCL, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares.

        Transfer of Shares.    Subject to the restrictions in our Articles of Association as set out below, any of our shareholders may transfer all or any their ordinary shares by an instrument of transfer, which shall be in writing in the usual common form or in such other form as the board of directors may accept and may be under hand only or, if the transferor or transferee is a recognized clearing house, by hand or by machine imprinted signature or by such other manner of execution as our board of directors may approve from time to time and shall be executed by or on behalf of the transferor and by or on behalf of the transferee. The transferor remains the holder of the shares concerned until the name of the transferee is entered in the register in respect thereof.

        Our board of directors may, subject to the Companies Ordinance, at any time in their absolute discretion and without assigning any reason therefor decline to register any transfer of any share (not being a fully paid-up share). Our board of directors may also decline to register any transfer of shares unless:

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the instrument of transfer is in respect of only one class of share;

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in the case of a transfer to joint holders, the number of transferees does not exceed four;

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the shares concerned are free of any lien in favor of our company;

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the instrument of transfer is properly stamped, if required;

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•

such other conditions as our directors may from time to time impose for the purpose of guarding against losses arising from forgery are satisfied;

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a fee of such maximum sum as the NASDAQ Global Market may determine to be payable or such lesser sum as our directors may from time to time required is paid to us in respect thereof; or

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the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates, and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer.

        No transfer may be made to an infant or to a person of unsound mind or under other legal disability.

        If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged with us, send to the transferor and transferee notice of the refusal. The transferor and the transferee can request the reasons for our refusal to register the transfer, following which we must provide such reasons or register the transfer within 28 days after receiving such request.

        The registration of transfers may, after compliance with any notice required of the NASDAQ Global Market, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine.

        Winding Up.    We may be wound up by the High Court of the Hong Kong Special Administrative Region in certain circumstances as contemplated by the Companies Ordinance (Winding Up and Miscellaneous Provisions), including if we are unable to pay a debt of US$10,000 or more, if the court is of the opinion that it is just and equitable that we be wound up or if we have, by special resolution, resolved that we be wound up by the court. A petition can be presented by us, a creditor or relevant government officials (if authorized to do so by law). A creditor, a shareholder or we could also propose a voluntary winding-up of our company without court involvement with the sanction of a special resolution or, alternatively, a majority of directors may pass a board resolution under section 228A of the Companies Ordinance (Winding Up and Miscellaneous Provisions) that our company should be wound up.

        If we are wound up, the liquidator may, with the sanction of a special resolution, divide among our shareholders in specie or kind the whole or any part of our assets or vest any part of our assets in trusts for the benefit of our shareholders or any of them as the resolution shall provide. Any such resolution may provide for, and sanction a distribution of, any specific assets among the different classes of shareholders otherwise than in accordance with their existing rights. However, each shareholder shall have a right of dissent under the Companies Ordinance (Winding Up and Miscellaneous Provisions).

        Calls on Ordinary Shares and Forfeiture of Ordinary Shares.    Our directors may, from time to time, make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholder at least 14 days prior to the specified time of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

        Redemption, Repurchase and Surrender of Shares.    We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors (provided that there exist issued shares in the company other than redeemable shares). Subject to the provisions of the Companies Ordinance and our Articles of Association, we may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors and by our shareholders. Under the Companies Ordinance, the redemption or repurchase of any share may be paid out of our distributable profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (subject to satisfaction of the solvency test and compliance with other requirements under the Companies Ordinance). In addition, under the Companies Ordinance, no such share may be redeemed or repurchased (i) unless it is fully paid up; (ii) if such

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redemption or repurchase would result in there being no shares outstanding or (iii) if we have commenced liquidation.

        Inspection of Books and Records.    Our shareholders are generally entitled to receive a company's directors' report, auditors' report and annual financial statements. In addition, any shareholder can request to inspect certain of our company records such as registers (including the register of members), certain resolutions or other documents required by the Companies Ordinance to be made available for inspection by our shareholders without charge (however, the request must be in the prescribed manner and a fee is charged for copies of the document(s)). On application to the court by shareholders that represent at least 2.5% of the voting rights of all the shareholders who are entitled to vote at the company's general meetings or at least five shareholders of the company, the court may make an order to authorize a person to inspect any record or document of the company if it is satisfied that the application is made in good faith and the inspection is for a proper purpose. We will provide our shareholders with annual audited financial statements.

        Issuance of Additional Shares.    Under the Companies Ordinance, our directors may, without prior approval of our shareholders, offer to issue new shares in our company to existing shareholders on a pro rata basis. The directors may not issue new shares of our company in any other manner without the prior approval of our shareholders in a general meeting. Any approval given in a general meeting will continue in force until the earliest to occur of the following events:

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the conclusion of the following annual general meeting;

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the expiration of the period within which the next annual general meeting is required by law to be held; or

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when revoked or varied by an ordinary resolution of our shareholders in a general meeting.

        If such approval is given, the directors may offer, allot, grant rights to subscribe for, or to convert any security into, shares, to persons at such times and for such consideration and upon such terms and conditions as the directors may determine.

Differences in Corporate Law

        The Companies Ordinance differs from laws applicable to corporations organized in the United States and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Ordinance applicable to us and the Delaware General Corporation Law, or Delaware law, applicable to many companies incorporated in the United States and their shareholders.

Duties of directors

        Under the Companies Ordinance, directors owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and exercise their powers and fulfill the duties of their office honestly. This duty has four essential elements:

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a duty to act in good faith and in the best interests of the company;

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a duty not to personally profit from opportunities that arise from the office of director;

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a duty to avoid conflicts of interest; and

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a duty to exercise powers for the purpose for which such powers were intended.

        In general, the Companies Ordinance imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company. An individual will be liable if he/she authorizes or permits, or participates in, the contravention of, or failure to comply with, the relevant requirements of the Companies Ordinance.

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        The Companies Ordinance permits us to indemnify our directors against liability incurred by them to third parties, subject to certain restrictions (see "—Indemnification of directors and executive officers and limitation of liability").

        Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interest of its stockholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of corporate employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the stockholders.

        Under Delaware law, a party challenging the propriety of a decision of a board of directors bears the burden of rebutting the applicability of the presumptions afforded to directors by the "business judgment rule." If the presumption is not rebutted, the business judgment rule attaches to protect the directors and their decisions, and their business judgments will not be second guessed. Where, however, the presumption is rebutted, the directors bear the burden of demonstrating the entire fairness of the relevant transaction. Notwithstanding the foregoing, Delaware courts subject directors' conduct to enhanced scrutiny in respect of defensive actions taken in response to threats to corporate control and approval of a transaction resulting in a sale of control of the corporation.

Interested directors

        The Companies Ordinance requires that a director who has material interest in a transaction, contract or arrangement entered into, or proposed to be entered into, by a Hong Kong company must disclose his or her interest.

        Under Delaware law, such a transaction would not be voidable if:

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the material facts as to such interested director's relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum;

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such material facts are disclosed or are known to the stockholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the stockholders; or

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the transaction is fair as to the corporation as of the time it is authorized, approved or ratified.

        Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.

Voting rights and quorum requirements

        The voting rights of shareholders of a Hong Kong company are regulated by the company's articles of association and, in certain circumstances, the Companies Ordinance. The articles of association will govern matters such as quorum for the transaction of business, rights of shares, and majority votes required to approve any action or resolution at a meeting of the shareholders or board of directors. See "—Our Articles of Association—Voting Rights" for additional details.

        Under Delaware law, unless otherwise provided in the company's certificate of incorporation, each stockholder is entitled to one vote for each share of stock held by the stockholder. Unless otherwise provided in the company's certificate of incorporation or by-laws, a majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum at a meeting of stockholders. In matters

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other than the election of directors, with the exception of special voting requirements related to extraordinary transactions, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote is required for stockholder action, and the affirmative vote of a plurality of shares is required for the election of directors.

Dividends

        Hong Kong law allows dividends to be paid out of distributable profits or other distributable reserves.

        Under Delaware law, subject to any restrictions contained in the company's certificate of incorporation, a company may pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared or for the preceding fiscal year.

        Delaware law also provides that dividends may not be paid out of net profits if, after the payment of the dividend, the capital of the company is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Mergers and similar arrangements

        Hong Kong law does not provide for mergers as that expression is understood under Delaware law. However, there are provisions under the Companies Ordinance that facilitate the reconstruction and amalgamation of Hong Kong-incorporated companies, provided that the arrangement in question is approved by a majority in number of each class of shareholders and/or creditors (as the case may be) with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings convened for that purpose. If the arrangement involves a takeover offer, the arrangement must be approved by shareholders representing three-fourths in value of each class of shareholders and the votes cast against the arrangement must not exceed one-tenth of the total voting rights attached to all disinterested shares of the class in the company. On application by the shareholders and/or creditors, the courts of Hong Kong may sanction the convening of the meetings and subsequently the arrangement. A dissenting shareholder has the right to express to the court the view that the transaction should not be approved.

        Under the Companies Ordinance, when a takeover offer is made and accepted by holders of at least 90% of the shares to which the offer relates, the offeror may give notice to the holder of any other shares to which the offer relates that the offeror wishes to acquire those shares or apply to the court for an order authorizing the offeror to give notice to the holder of any other shares to which the offer relates that the offeror wishes to acquire those shares require the holders of the remaining shares to transfer those shares on the terms of the offer. An objection may be made by holders of the remaining shares to the courts of Hong Kong.

        The Companies Ordinance does not require that shareholders approve sales of all or substantially all of a company's assets as is commonly adopted by U.S. companies.

        The Codes on Takeovers and Mergers and Share Buy-backs, or the Codes, issued by the Hong Kong Securities and Futures Commission, or SFC, apply to takeovers, mergers and share buy-backs affecting public companies in Hong Kong. In order to determine whether our company is a public company in Hong Kong, the SFC will consider all the circumstances and will apply an economic or commercial test, taking into account primarily the number of Hong Kong shareholders and the extent of share trading in Hong Kong and other factors including the location of its head office and place of central management, the location of its business and assets (including such factors as registration under companies legislation and tax status) and the existence or absence of protection available to Hong Kong shareholders given by any statute or code regulating takeovers, mergers and share buy-backs outside Hong Kong. The primary purpose of the Codes is to ensure fair treatment for any affected shareholders. The Codes are made up of

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general principles (which set out the expected good standards of conduct), as well as more detailed rules. The Codes do not have the force of law. However, any person in breach of the Codes can be subject to disciplinary action by the SFC. It has not been determined as to whether we will be deemed a public company in Hong Kong and therefore bound by the Codes.

        The Codes apply to an offer (which includes takeover and merger transactions however effected, including schemes of arrangement which have similar commercial effect to takeovers and mergers, partial offers, and offers by a parent company for shares in its subsidiary and share buy-backs by general offer) affecting a public company in Hong Kong. If we are deemed to be a public company under the Codes and the Codes apply to us, and if a person makes a voluntary or mandatory general offer to all of our shareholders to acquire our shares and such general offer constitutes an offer under the Codes, the offeror and our board of directors are required to comply with the Codes' requirements, including requirements relating to public disclosures, the offer timetable, conditions of the offer, offer price and contents of offering documents.

        Under the Codes, unless a waiver is granted by the SFC, it requires a mandatory offer to be made to all shareholders of an offeree company if (a) a person or group of persons acting in concert acquires, directly or indirectly, shares representing 30% or more of the voting rights of the offeree company; or (b) a person or group of persons acting in concert who hold not less than 30% and not more than 50% of the voting rights of the offeree company, acquire, directly or indirectly, an additional 2% of the voting rights in any 12-month period.

        If a share buy-back by a company constitutes an off-market share buy-back under the Codes, before the company may conduct such share buy-back, it is required to obtain the SFC's approval of the share buy-back. The SFC's approval, if granted, will normally be conditional upon, among other things, the approval of at least 75% of disinterested shareholders by poll in a general meeting of the company. In addition to complying with the requirements relating to a general offer under the Codes, a share buy-back by general offer must also be approved by at least 50% of disinterested shareholders by poll at a general meeting of the company.

        Under Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a stockholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such stockholder may receive cash in the amount of the fair value of the shares held by such stockholder (as determined by a court) in lieu of the consideration such stockholder would otherwise receive in the transaction.

        Delaware law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90% of each class of capital stock without a vote by stockholders of such subsidiary. Upon any such merger, dissenting stockholders of the subsidiary would have appraisal rights.

Shareholder legal actions

        Derivative actions are recognized by and can be brought before Hong Kong courts.

        In principle, a company will normally be the proper plaintiff for wrongs committed against such company. However, derivative actions may be brought by a shareholder (including minority shareholders) on behalf of the company, where the company is harmed by certain types of misconduct and the company does not pursue its rights, including on the basis, among others, of an order authorizing proceedings to be brought on behalf of the company against such persons as the court deems fit, an order appointing a receiver or manager or an order requiring the payment of damages to persons who have been unfairly prejudiced (for example, that those who control the company are perpetrating a "fraud on the minority").

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The Companies Ordinance also gives standing to shareholders of associated companies to bring or intervene in proceedings on behalf of a company for misconduct committed against it. The court may make any order that it thinks fit about the costs incurred or to be incurred in relation to any proceedings in connection with the derivative actions.

        Class actions and derivative actions generally are available to stockholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.

Shareholder proposals

        Hong Kong law allows the shareholders of a Hong Kong-incorporated company to make proposals for consideration and determination by its shareholders at general meetings or as a written resolution, subject to meeting the minimum shareholder or shareholding requirements and complying with the specified notice provisions.

        Unless provided in the company's certificate of incorporation or by-laws, Delaware law does not restrict the manner in which stockholders may bring business before a shareholders meeting.

Approval of corporate matters by written consent

        Hong Kong law and our Articles of Association provide that our shareholders may approve anything that may be done by a resolution passed at a general meeting of the Company or at a meeting of a class of shareholders of the Company or any resolution that is required by any Ordinance to be passed as an ordinary resolution or a special resolution, without a meeting and without any previous notice being required, by way of written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting.

        Delaware law permits stockholders to take action by written consent signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of stockholders.

Calling of special shareholders meetings

        The Companies Ordinance permits a board of directors to call a special shareholders meeting. In addition, shareholders holding not less than 5% of the total voting rights of our company may request the directors to call a general meeting. If the directors fail to meet such request, the shareholders who requested the meeting, or any of them representing 50% of the total voting rights of all of their shares, may themselves call a general meeting.

        Delaware law permits the board of directors or any person who is authorized under a corporation's certificate of incorporation or by-laws to call a special meeting of shareholders.

Cancellation of resolutions by the court

        The Companies Ordinance provides that in the case of:

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an alteration to the company's objects;

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an alteration to a private company's articles of association;

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a reduction of a company's share capital; or

•

a payment for a share redemption or buy-back of shares by the company out of its capital,

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        the dissenting shareholders have the right to apply to the court to have a resolution cancelled, and the court might do so and set aside or amend the resolution as it thinks fit.

        Delaware law does not explicitly provide for such rights. A corporation's board of directors may ratify one or more defective corporate acts by adopting resolutions setting forth the defective corporate act to be ratified, the date on which that act occurred, the reason why it is defective and that the board has approved the ratification of the defective corporate act or acts. A stockholder vote also is required to ratify the defective act if such a vote was required either at the time of the defective corporate act or at the time the board adopts the resolutions ratifying such act. Delaware law also provides for court involvement and allows a corporation, on an ex parte basis, to request that the court determine the validity of any corporate act (defective or not) or transaction and any stock, rights or options to acquire stock, while conferring substantial discretion and flexibility upon the court to validate certain corporate acts.

Staggered board of directors

        The Companies Ordinance does not contain statutory provisions specifically mandating staggered board arrangements for a Hong Kong company. Such provisions, however, may validly be provided for in a company's articles of association.

        Delaware law permits corporations to have a staggered board of directors.

Cumulative voting

        Hong Kong law does not specifically prohibit or restrict the creation of cumulative voting rights for the election of directors of a company. Under our Articles of Association, directors are elected by a simple majority of vote that are entitled to, and do, vote at a general meeting and there are no cumulative voting rights. Accordingly, the holders of a majority of votes voting for the election of directors can elect all the directors if they choose to do so.

        Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.

Indemnification of directors and executive officers and limitation of liability

        Our Articles of Association provide for the indemnification of officers and directors for all costs, charges, expenses, losses and liabilities which he may sustain or incur in or about the execution of his office or otherwise in relation thereto, subject to the limitation of liability imposed under the Companies Ordinance against the directors. Under the Companies Ordinance, the indemnity provided by a company to its directors may not cover certain liabilities and costs, such as criminal fines, penalties imposed by regulatory bodies or the defense costs of civil proceedings in which the judgement is issued against the director.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of U.S. law.

        Delaware law provides that a Delaware corporation may, in its certificate of incorporation or an amendment thereto eliminate or limit the personal liability of directors to the corporation or its stockholders for monetary damages for violations of the director's fiduciary duty of care, except for:

•

any breach of a director's duty of loyalty to the corporation or its stockholders;

•

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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•

statutory liability for unlawful payment of dividends or unlawful stock purchases or redemption; or

•

any transaction from which a director derived an improper personal benefit.

        Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise against liability incurred in connection with the action, suit or proceeding (which may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred) if:

•

the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation; and

•

with respect to any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.

        Further, Delaware law provides that unless ordered by a court, any foregoing indemnification with respect to a person who is a director or officer of the corporation is subject to a determination that the director or officer has met the applicable standard of conduct at the time of such determination:

•

by a majority vote of the directors who are not parties to the action, suit or proceeding, even though less than a quorum;

•

by a committee of directors designated by a majority vote of the eligible directors, even though less than a quorum;

•

by independent legal counsel in a written opinion if there are no eligible directors, or if the eligible directors so direct; or

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by the stockholders.

        Under Delaware law, a corporation may not indemnify a person in connection with any action, suit or proceeding in which the person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action, suit or proceeding was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for those expenses which the Delaware Court of Chancery or other court deems proper.

Inspection of books and records

        Our shareholders generally are entitled to receive directors' report, auditors' report and annual financial statements. In addition, any shareholder can request to inspect certain of our company records such as registers (including the register of members), certain resolutions or other documents required by the Companies Ordinance to be made available for inspection by our shareholders without charge (however, the request must be in the prescribed manner and a fee is charged for copies of the document(s)). On application to the court by shareholders that represent at least 2.5% of the voting rights of all the shareholders who are entitled to vote at the company's general meetings or at least five shareholders of the company, the court may make an order to authorize a person to inspect any record or document of the company if it is satisfied that the application is made in good faith and the inspection is for a proper purpose. We will provide our shareholders with annual audited financial statements.

        Under Delaware law, stockholders of a Delaware corporation have the right during usual business hours to inspect for any proper purpose, and to obtain copies of list(s) of stockholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such

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subsidiaries are available to, or could be obtained (through the exercise of control over such subsidiary) by, the corporation.

Shareholders Agreement and Registration Rights

        On            , 2019, we entered into a shareholders agreement, or the Shareholders Agreement, with Wanda Sports & Media (Hong Kong) Holding Co. Limited, Infront International Holdings AG and the co-investors. The Shareholders Agreement provides for certain special rights, including right of first refusal and pre-emptive rights, and contains, among others, provisions on the disposal of securities and related party transactions. Those special rights and provisions, except registration rights as described below, will automatically terminate upon the completion of an initial public offering (as defined in the Shareholders Agreement).

Registration rights

        We have granted certain registration rights to our shareholders under the Shareholders Agreement. Set forth below is a description of the registration rights granted thereunder.

Demand Registration Rights

        At any time or from time to time after the date that is six months following the completion of an initial public offering, any of the holders of at least 50% of the registrable securities (as defined in the Shareholders Agreement) owned by (i) all of the co-investors, in the event of a co-investor initiating holder or (ii) both of Wanda Sports & Media (Hong Kong) Holding Co. Limited and Infront International Holdings AG, in the event of a Wanda initiating holder, may request in writing that we effect a registration of registrable securities. Upon receipt of such a request, we shall promptly (x) give written notice of the proposed registration to all other holders (and all such other holders shall have the right to join such registration) and (y) use reasonable best efforts to cause the registrable securities specified in the request, together with any registrable securities of any holder who requests in writing to join such registration within 15 business days after our delivery of written notice, to be registered with the SEC. We are obligated to consummate no more than two registrations initiated by the co-investor initiating holders and no more than two registrations initiated by the Wanda initiating holders that have been declared and ordered effective.

Piggyback Registration Rights

        If we propose to file a registration statement for a public offering of our securities (except a registration statement filed in relation to a demand registration or to any employee benefit plan or a corporate reorganization), we will give each holder written notice of such registration at least 30 days prior to filing of such registration statement and, upon the written request of any holder given within 15 business days after delivery of such notice, we will include in such registration any registrable securities thereby requested to be registered by such holder. If the managing underwriters of any underwritten offering determine that marketing factors require a limitation of the number of registrable securities to be underwritten, the registrable securities will be allocated first to us, second to each of the holders requesting for the inclusion of their registrable securities pursuant to the piggyback registration on a pro rata basis, subject to certain conditions.

Form F-3 or Form S-3 Registration Rights

        If we qualify for registration on Form F-3 or Form S-3, any of the holders of at least 30% of the registrable securities owned by (i) all of the co-investors, in the event of a co-investor initiating holder or (ii) both of Wanda Sports & Media (Hong Kong) Holding Co. Limited and Infront International Holdings AG, in the event of a Wanda initiating holder, will have the right to request that we file a registration

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statement on Form F-3 or Form S-3, including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the holders of, all of the registrable securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC. Upon receipt of such a request, we shall promptly (i) give written notice of the proposed registration to all other holders and (ii) use commercially reasonable efforts to cause the registrable securities specified in the request, together with any registrable securities of any holder who requests in writing to join such registration within 15 business days after our delivery of written notice, to be registered with the SEC.

Expenses of Registration

        We will bear all registration expenses, other than the underwriting discounts and selling commissions applicable to the sale of registrable securities, incurred in connection with any demand, piggyback or Form F-3 or Form S-3 registration.

Termination of Registration Rights

        Our shareholders' registration rights will terminate on the earlier of (i) the date that is the fourth anniversary of the closing of an initial public offering and (ii) with respect to any holder, the date on which such holder may sell all of such holder's registrable securities under Rule 144 of the Securities Act in any ninety (90)-day period.

Listing

        We have applied to have the ADSs quoted on the NASDAQ Global Market under the symbol "WSG."

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

        Deutsche Bank Trust Company Americas, as depositary, will register and deliver the ADSs. Each ADS will represent ownership of                         Class A ordinary shares, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS will also represent ownership of any other securities, cash or other property which may be held by the depositary. The depositary's corporate trust office at which the ADSs will be administered is located at 60 Wall Street, New York, NY 10005. The principal executive office of the depositary is located at 60 Wall Street, New York, NY 10005.

        The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

        We will not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Hong Kong law governs shareholder rights. The depositary will be the holder of the Class A ordinary shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs. See "—Jurisdiction and Arbitration."

        The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt. For directions on how to obtain copies of those documents, see "Where You Can Find Additional Information."

Holding the ADSs

How will you hold your ADSs?

        You may hold ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. ADSs will be issued through DRS, unless you specifically request certificated ADRs. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

        The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares your ADSs represent as of the record date (which will be as close as practicable to the record date for our Class A ordinary shares) set by the depositary with respect to the ADSs.

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Cash.  The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the Class A ordinary shares or any net proceeds from the sale of any Class A ordinary shares, rights, securities or other entitlements under the terms of the deposit agreement into U.S. dollars if it can do so on a practicable basis, and can transfer the U.S. dollars to the United States and will distribute promptly the amount thus received. If the depositary shall determine in its

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judgment that such conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained at a reasonable cost within a reasonable period or otherwise sought, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold or cause the custodian to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid and such funds will be held for the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for the respective accounts of the ADS holders. Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that must be paid, will be deducted. See "Taxation." It will distribute only whole U.S. dollars and cents and will round down fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

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Shares.  For any Class A ordinary shares we distribute as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such Class A ordinary shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional Class A ordinary shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. It will try to sell Class A ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed Class A ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.

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Elective Distributions in Cash or Shares.  If we offer holders of our Class A ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. We must timely first instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practicable to make such elective distribution available to you. In such case, the depositary shall, on the basis of the same determination as is made in respect of the Class A ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing Class A ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Class A ordinary shares.

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Rights to Purchase Additional Shares.  If we offer holders of our Class A ordinary shares any rights to subscribe for additional shares, the depositary shall having received timely notice as described in the deposit agreement of such distribution by us, consult with us, and we must determine whether it is lawful and reasonably practicable to make these rights available to you. We must first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary will endeavor to sell the rights and in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper distribute the net proceeds in the same way as it does with cash.

The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

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If the depositary makes rights available to you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The Depositary shall not be obliged to make available to you a method to exercise such rights to subscribe for Class A ordinary shares (rather than ADSs).

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the holders of Class A ordinary shares or be able to exercise such rights.

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Other Distributions.  Subject to receipt of timely notice, as described in the deposit agreement, from us with the request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will distribute to you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. If any of the conditions above are not met, the depositary will endeavor to sell, or cause to be sold, what we distributed and distribute the net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you may have no rights to or arising from such property.

        The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if we and/or the depositary determines that it is illegal or not practicable for us or the depositary to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

        The depositary will deliver ADSs if you or your broker deposit Class A ordinary shares or evidence of rights to receive Class A ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto.

        Except for Class A ordinary shares deposited by us in connection with this offering, no shares will be accepted for deposit during a period of 180 days after the date of this prospectus. The 180-day lock-up period is subject to adjustment under certain circumstances as described in the section entitled "Shares Eligible for Future Sale—Lock-up Agreements."

How do ADS holders cancel an American Depositary Share?

        You may turn in your ADSs at the depositary's corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the Class A ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the

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custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, to the extent permitted by law.

How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

        You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

        You may instruct the depositary to vote the Class A ordinary shares or other deposited securities underlying your ADSs at any meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our articles of association, and the provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the Class A ordinary shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the Class A ordinary shares.

        If we ask for your instructions and upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our articles of association, and the provisions of or governing the deposited securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicable law, the provisions of our articles of association, and the provisions of or governing the deposited securities, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the Class A ordinary shares or other deposited securities represented by such holder's ADSs; and (c) a brief statement as to the manner in which such instructions may be given to the depositary or deemed given in accordance with the second to last sentence of this paragraph if no instruction is received by the depositary to give a discretionary proxy to a person designated by us. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Class A ordinary shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified. The depositary will try, as far as practical, subject to applicable law and the provisions of our articles of association, to vote or to have its agents vote the Class A ordinary shares or other deposited securities (in person or by proxy) as you instruct. The depositary will only vote or attempt to vote as you instruct. If we timely requested the depositary to solicit your instructions but no instructions are received by the depositary from an owner with respect to any of the deposited securities represented by the ADSs of that owner on or before the date established by the depositary for such purpose, the depositary shall deem that owner to have instructed the depositary to give a discretionary proxy to a person designated by us with respect to such deposited securities, and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if we inform the depositary we do not wish such proxy to be given, substantial opposition exists or the matter materially and adversely affects the rights of holders of the ordinary shares.

        We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the Class A ordinary shares underlying your ADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in

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particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our Class A ordinary shares.

        The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the Class A ordinary shares underlying your ADSs are not voted as you requested.

        In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted at least 30 business days in advance of the meeting date.

Compliance with Regulations

Information Requests

        Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevant Hong Kong law, any applicable law of the United States of America, our articles of association, any resolutions of our Board of Directors adopted pursuant to such articles of association, the requirements of any markets or exchanges upon which the Class A ordinary shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of Hong Kong, our articles of association, and the requirements of any markets or exchanges upon which the ADSs, ADRs or Class A ordinary shares are listed or traded, or pursuant to any requirements of any electronic book- entry system by which the ADSs, ADRs or Class A ordinary shares may be transferred, to the same extent as if such ADS holder or beneficial owner held Class A ordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made.

Disclosure of Interests

        Each ADS holder and beneficial owner shall comply with our requests pursuant to Hong Kong law, the rules and requirements of the NASDAQ Global Market and any other stock exchange on which the Class A ordinary shares are, or will be, registered, traded or listed or our articles of association, which requests are made to provide information, inter alia, as to the capacity in which such ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.

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Fees and Expenses

        As an ADS holder, you will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs):

Service	Fees
To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)	Up to US$0.05 per ADS issued
Cancellation of ADSs, including the case of termination of the deposit agreement	Up to US$0.05 per ADS cancelled
Distribution of cash dividends	Up to US$0.05 per ADS held
Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements	Up to US$0.05 per ADS held
Distribution of ADSs pursuant to exercise of rights.	Up to US$0.05 per ADS held
Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
Depositary services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

        As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:

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Fees for the transfer and registration of Class A ordinary shares charged by the registrar and transfer agent for the Class A ordinary shares in Hong Kong (i.e., upon deposit and withdrawal of Class A ordinary shares).

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Expenses incurred for converting foreign currency into U.S. dollars.

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Expenses for cable, telex and fax transmissions and for delivery of securities.

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Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when Class A ordinary shares are deposited or withdrawn from deposit).

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Fees and expenses incurred in connection with the delivery or servicing of Class A ordinary shares on deposit.

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Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to Class A ordinary shares, deposited securities, ADSs and ADRs.

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Any applicable fees and penalties thereon.

        The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank

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for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

        The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (through DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.

        In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

        The depositary may make payments to us or reimburse us for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.

Payment of Taxes

        You will be responsible for any taxes or other governmental charges payable, or which become payable, on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for you. Your obligations under this paragraph shall survive any transfer of ADRs, any surrender of ADRs and withdrawal of deposited securities or the termination of the deposit agreement.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
Reclassify, split up or consolidate any of the deposited Securities	Each ADS will automatically represent its equal share of the new deposited securities.
Distribute securities on the Class A ordinary shares that are not distributed to you, or recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action	The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

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Amendment and Termination

How may the deposit agreement be amended?

        We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If any new laws are adopted which would require the deposit agreement to be amended in order to comply therewith, we and the depositary may amend the deposit agreement in accordance with such laws and such amendment may become effective before notice thereof is given to ADS holders.

How may the deposit agreement be terminated?

        The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign, or if we have removed the depositary, and in either case we have not appointed a new depositary within 90 days. In either such case, the depositary must notify you at least 30 days before termination.

        After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver Class A ordinary shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after the date of termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After such sale, the depositary's only obligations will be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary thereunder.

Books of Depositary

        The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the deposit agreement.

        The depositary will maintain facilities in the Borough of Manhattan, The City of New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

        These facilities may be closed at any time or from time to time when such action is deemed necessary or advisable by the depositary in connection with the performance of its duties under the deposit agreement or at our reasonable written request.

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Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs

        The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of the depositary. The depositary and the custodian:

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are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;

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are not liable if any of us or our respective controlling persons or agents are prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States or any state thereof, Hong Kong or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of our articles of association or any provision of or governing any deposited securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure);

•

are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our articles of association or provisions of or governing deposited securities;

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are not liable for any action or inaction of the depositary, the custodian or us or their or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, any person presenting Class A ordinary shares for deposit or any other person believed by it in good faith to be competent to give such advice or information;

•

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement;

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are not liable for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement, or otherwise;

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may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

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disclaim any liability for any action or inaction or inaction of any of us or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Class A ordinary shares for deposit, holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to give such advice or information; and

•

disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADS.

        The depositary and any of its agents also disclaim any liability (i) for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (ii) the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, (iii) any investment risk associated with the acquisition of an interest in the deposited

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securities, the validity or worth of the deposited securities, the credit-worthiness of any third party, for any tax consequences that may result from ownership of ADSs, Class A ordinary shares or deposited securities, or (v) for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without gross negligence or willful misconduct while it acted as depositary.

        In the deposit agreement, we and the depositary have agreed to indemnify each other under certain circumstances.

Jurisdiction and Arbitration

        The laws of the State of New York govern the deposit agreement and the ADSs and we have agreed with the depositary that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any dispute arising from or in connection with the deposit agreement and that the depositary will have the right to refer any claim or dispute arising from the relationship created by the deposit agreement to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration provisions of the deposit agreement do not preclude you from pursuing claims under the Securities Act or the Exchange Act in federal courts.

Jury Trial Waiver

        The deposit agreement provides that each party to the deposit agreement (including each holder, beneficial owner and holder of interests in the ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any lawsuit or proceeding against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable law.

Requirements for Depositary Actions

        Before the depositary will issue, deliver or register a transfer of an ADS, split-up, subdivide or combine ADSs, make a distribution on an ADS, or permit withdrawal of Class A ordinary shares, the depositary may require:

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payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Class A ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary;

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satisfactory proof of the identity and genuineness of any signature or any other matters contemplated in the deposit agreement; and

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compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) such reasonable regulations and procedures as the depositary may establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer documents.

        The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.

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Your Right to Receive the Shares Underlying Your ADSs

        You have the right to cancel your ADSs and withdraw the underlying Class A ordinary shares at any time except:

•

when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of Class A ordinary shares is blocked to permit voting at a shareholders' meeting; or (3) we are paying a dividend on our Class A ordinary shares;

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when you owe money to pay fees, taxes and similar charges;

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when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities, or

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other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time); or

•

for any other reason if the depositary or we determine, in good faith, that it is necessary or advisable to prohibit withdrawals.

        The depositary shall not knowingly accept for deposit under the deposit agreement any Class A ordinary shares or other deposited securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such ordinary shares.

        This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

        In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.

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SHARES ELIGIBLE FOR FUTURE SALE

        Upon completion of this offering, we will have            ADSs outstanding, representing              Class A ordinary shares, or approximately        % of our outstanding ordinary shares, assuming (i) the underwriters do not exercise their over-allotment option to purchase additional ADSs [and (ii) no reserved ADSs are not purchased or offered by the underwriters to the general public]. All of the ADSs sold in this offering will be freely transferable by persons other than by our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our Class A ordinary shares or the ADSs, and while the ADSs have been approved for listing on the NASDAQ Global Market, we cannot assure you that a regular trading market will develop for the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-up Agreements

        [We have agreed that, subject to certain exceptions, we will not offer, pledge, sell, contract to sell, 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 (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests), directly or indirectly, any of our ADSs or Class A ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ADSs or Class A ordinary shares or any substantially similar securities, without the prior written consent of the representatives of the underwriters for a period ending 180 days after the date of this prospectus, except issuances pursuant to the exercise of employee share options to be granted pursuant to our Management Equity Incentive Plan and certain other exceptions. However, in the event that either (1) during the last 17 days of the "lock-up" period, we release earnings results or announce any material news or a material event or (2) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period following the last day of the "lock-up" period, then in each case the "lock-up" period will be automatically extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the announcement of the material news or material event, as applicable, unless the representatives waive, in writing, such an extension.

        [All of our executive officers, directors, and our existing shareholders] have agreed that, subject to certain exceptions, not to offer, pledge, sell, contract to sell, 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 (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests), directly or indirectly, any of our ADSs or Class A ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ADSs or Class A ordinary shares or any substantially similar securities, without the prior written consent of the representatives for a period ending 180 days after the date of this prospectus. However, in the event that either (i) during the last 17 days of the relevant "lock-up" period, we release earnings results or announce any material news or a material event or (ii) prior to the expiration of the "lock-up" period, we announce that we will release earnings results during the 16-day period following the last day of the "lock-up" period, then in each case the "lock-up" period will be automatically extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the announcement of the material news or material event, as applicable, unless the representatives waive, in writing, such an extension. After the expiration of the 180-day period, the Class A ordinary shares or ADSs held by [our existing shareholders, executive officers and directors] may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

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        In addition, we have instructed Deutsche Bank Trust Company Americas, as depositary, not to accept any deposit of Class A ordinary shares or issue any ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we otherwise instruct the depositary with the prior written consent of the representatives of the underwriters.

Rule 144

        All of our ordinary shares outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements, such as Rule 144. In general, under Rule 144, as currently in effect, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•

1% of the then-outstanding Class A ordinary shares of the same class, in the form of ADSs or otherwise, which will equal approximately             Class A ordinary shares immediately after completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs and [no reserved ADSs are not purchased or offered by the underwriters to the general public]; or

•

the average weekly trading volume of our Class A ordinary shares, in the form of ADSs or otherwise on the NASDAQ Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

        Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

Registration Rights

        Upon completion of this offering, certain holders of our ordinary shares or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Shareholders Agreement and Registration Rights."

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TAXATION

        The following discussion of Hong Kong and U.S. federal income tax consequences of an investment in the ADSs or Class A ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in the ADSs or Class A ordinary shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of law and legal conclusions regarding U.S. federal income tax consequences, it represents the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, our U.S. counsel.

Hong Kong Taxation

Profits tax

        No tax is imposed in Hong Kong in respect of capital gains from the sale of property, such as the ordinary shares underlying our ADSs. Generally, gains arising from disposal of the ADSs or the underlying ordinary shares which are held more than two years are considered capital in nature. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profit tax. Liability for Hong Kong profits tax would therefore arise in respect of trading gains from the sale of ADSs or the underlying ordinary shares realized by persons in the course of carrying on a business of trading or dealing in securities in Hong Kong where the purchase or sale contracts are effected (being negotiated, concluded and/or executed) in Hong Kong. Effective from April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, with the first HK$2 million of profits being taxed at 8.25% for corporations and 7.5% for unincorporated businesses, and profits exceeding the first HK$2 million being taxed at 16.5% for corporations and 15% for unincorporated businesses.

        In addition, Hong Kong does not impose withholding tax on gains derived from the sale of stock in Hong Kong companies and does not impose withholding tax on dividends paid outside of Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong withholding tax with respect to a disposition of their ADSs or with respect to the receipt of dividends on their ADSs, if any. No income tax treaty relevant to the acquiring, withholding or dealing in the ADSs or the ordinary shares underlying our ADSs exists between Hong Kong and the United States.

Stamp duty

        Hong Kong stamp duty is generally payable on the transfer of "Hong Kong stocks." The term "stocks" refers to shares in companies incorporated in Hong Kong, as widely defined under the Stamp Duty Ordinance (Cap. 117 of the laws of Hong Kong), or SDO, and includes the ordinary shares underlying the ADSs but not the ADSs. Even if the ADSs are caught under the definition of "stocks," they would not be considered "Hong Kong stocks" under the SDO since the transfer of the ADSs are not required to be registered in Hong Kong given that the books for the transfer of ADSs are located in the United States. The transfer of ADSs is therefore not subject to stamp duty in Hong Kong. If Hong Kong stamp duty applies, both the purchaser and the seller are liable for the stamp duty charged on each of the sold note and bought note at the ad valorem rate of 0.1% on the higher of the consideration stated on the contract notes or the fair market value of the shares transferred. In addition, a fixed duty, currently of HK$5.00, is payable on an instrument of transfer.

U.S. Federal Income Taxation

        The following sets forth the material U.S. federal income tax consequences of the ownership of Class A ordinary shares and ADSs by a U.S. holder, as defined below. This summary is based on U.S. federal income tax laws, including the U.S. Internal Revenue Code of 1986, or the Code, its legislative

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history, existing and proposed Treasury regulations thereunder, published rulings and court decisions, all of which are subject to change, possibly with retroactive effect.

        The following summary is not a complete analysis or description of all potential U.S. federal income tax consequences to a particular U.S. holder. It does not address all U.S. federal income tax considerations that may be relevant to all categories of potential purchasers, certain of which (such as banks or other financial institutions, insurance companies, dealers in securities, tax-exempt entities, non-U.S. persons, persons holding a Class A ordinary share or an ADS as part of a "straddle," "hedge," conversion or integrated transaction, holders whose "functional currency" is not the U.S. dollar, holders liable for alternative minimum tax, persons holding our Class A ordinary shares or ADSs through a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or S corporation, holders treated as U.S. expatriates, holders required to report income no later than when such income is reported on an "applicable financial statement," and holders of 10% or more of our shares by vote or value) are subject to special tax treatment. In addition, this summary does not address any foreign, state, local or other tax consequences of investments in our Class A ordinary shares or ADSs. We have not received, not do we expect to seek a ruling from the U.S. Internal Revenue Service (the "IRS") regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below.

        This summary addresses only Class A ordinary shares or ADSs that are held as capital assets within the meaning of Section 1221 of the Code.

        As used herein, a "U.S. holder" is a beneficial owner of Class A ordinary shares or ADSs, as the case may be, that is:

•

a citizen or resident of the United States as determined for U.S. federal income tax purposes;

•

a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust

•

the administration of which is subject to (1) the supervision of a court within the United States and (2) the control of one or more U.S. persons as described in Section 7701(a)(30) of the Code; or

•

that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        If a partnership holds Class A ordinary shares or ADSs, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Class A ordinary shares or ADSs, you are urged to consult your tax advisor.

We urge U.S. holders to consult their own tax advisors concerning the U.S. federal, state and local and other tax consequences to them of the purchase, ownership and disposition of Class A ordinary shares or ADSs.

        This summary is based in part on the assumption that each obligation under the deposit agreement and any related agreement will be performed in accordance with its respective terms. Subject to the discussion in the next paragraph, for U.S. federal income tax purposes, holders of ADSs will be treated as the owners of the Class A ordinary shares represented by the ADSs. Accordingly, withdrawals or deposits of Class A ordinary shares in exchange for ADSs generally will not be subject to U.S. federal income tax.

        The U.S. Treasury has expressed concern that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are

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inconsistent with the beneficial ownership of the underlying Class A ordinary shares (for example, pre-releasing ADSs to persons who do not have beneficial ownership of the securities underlying the ADSs). Accordingly, the discussion on the creditability of Hong Kong taxes, or other non-U.S. withholding taxes (if any), and the availability of the reduced rate of tax for dividends received by certain non-corporate U.S. holders, each as described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of ADSs and us if, as a result of such actions, the holders of ADSs are not properly treated as beneficial owners of the underlying Class A ordinary shares. We are not aware of any intention to take any such actions, and accordingly, the remainder of this discussion assumes that holders of ADSs will be properly treated as beneficial owners of the underlying Class A ordinary shares.

        Special adverse U.S. federal income tax rules apply if a U.S. holder holds shares or ADSs of a company that is treated as a passive foreign investment company, or PFIC, for any taxable year during which the U.S. holder held shares or ADSs, as discussed in more detail below. U.S. holders are urged to consult their own tax advisors as to the potential application of the PFIC rules to their ownership and disposition of Class A ordinary shares or ADSs.

Taxation of Dividends

        Subject to the application of the PFIC rules discussed below, U.S. holders will include the gross amount of any distribution received with respect to Class A ordinary shares or ADSs (before reduction for Hong Kong or any other non-U.S. withholding taxes), to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), as ordinary income in their gross income on the date such distribution is actually or constructively received. As discussed below, for certain U.S. holders, dividends may be eligible for a reduced rate of taxation. The amount of distribution of property other than cash will be the fair market value of such property on the date of the distribution. Dividends received by a U.S. holder will not be eligible for the "dividends-received deduction" allowed to U.S. corporations in respect of dividends received from other U.S. corporations. To the extent that an amount received by a U.S. holder exceeds such holder's allocable share of our current earnings and profits, such excess will be applied first to reduce such holder's tax basis in its Class A ordinary shares or ADSs, thereby increasing the amount of gain or decreasing the amount of loss recognized on a subsequent disposition of the Class A ordinary shares or ADSs. Then, to the extent such distribution exceeds such U.S. holder's tax basis, such excess will be treated as capital gain. However, we do not maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, and U.S. holders should therefore assume that any distribution by us with respect to Class A ordinary shares or ADSs will constitute ordinary dividend income. The amount of the dividend will be the U.S. dollar value of the Hong Kong dollar payments received. This value will be determined at the spot Hong Kong dollar/U.S. dollar rate on the date the dividend is received by the depositary in the case of U.S. holders of ADSs, or by the shareholder in the case of U.S. holders of Class A ordinary shares, regardless of whether the dividend payment is in fact converted into U.S. dollars at that time. If the Hong Kong dollars received as a dividend are not converted into U.S. dollars on the date of receipt, a U.S. holder will have basis in such Hong Kong dollars equal to their U.S. dollar value on the date of receipt, and any foreign currency gains or losses resulting from the conversion of the Hong Kong dollars will generally be treated as U.S. source ordinary income or loss. If the Hong Kong dollars received as a dividend are converted into U.S. dollars on the date of receipt, a U.S. holder will generally not be required to recognize foreign currency gain or loss in respect of the dividend income.

        A U.S. holder may claim a deduction or a foreign tax credit, subject to other applicable limitations, for any Hong Kong, PRC or other non-U.S., taxes withheld from dividends. For foreign tax credit limitation purposes, the dividend will be income from sources outside the United States. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends we pay will constitute "passive income." An eligible U.S. holder that does not elect to claim a foreign tax credit for non-U.S. tax withheld may instead be eligible to claim a deduction, for U.S. federal

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income tax purposes, in respect of such withholding but only for the year in which such U.S. holder elects to do so for all creditable foreign income taxes. The rules governing U.S. foreign tax credits are very complex and U.S. holders are urged to consult their tax advisors regarding the availability of foreign tax credits under their particular circumstances.

        Subject to applicable exceptions with respect to short-term and hedged positions, qualified dividends received by non-corporate U.S. holders from a qualified corporation may be eligible for reduced rates of taxation. Qualified corporations include those foreign corporations eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of information provision. The United States and Hong Kong do not have a comprehensive income tax treaty that meets these requirements. Additionally, qualified foreign corporations include corporations whose stock is readily tradable on an established securities market in the United States. IRS guidance indicates that our ADSs (which are listed on the Nasdaq Global Market) are readily tradable for purposes of satisfying the conditions required for these reduced tax rates. We do not expect, however, that our Class A ordinary shares will be listed on an established securities market in the United States and therefore do not believe that any dividends paid on our Class A ordinary shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in subsequent years. Subject to the PFIC discussion below, we therefore believe that we are a qualified foreign corporation and that dividends received by U.S. investors with respect to our ADSs will be qualified dividends. Dividends received by U.S. investors from a foreign corporation that was a PFIC in either the taxable year of the distribution or the preceding taxable year are not qualified dividends.

Passive Foreign Investment Company Considerations

        Special adverse U.S. federal income tax rules apply if a U.S. holder holds shares or ADSs of a company that is treated as a PFIC, for any taxable year during which the U.S. holder held shares or ADSs. A foreign corporation will be considered a PFIC for any taxable year in which (i) 75% or more of its gross income is passive income (the "income test"), or (ii) 50% or more of the average fair market value of its assets (determined quarterly) is attributable to assets that produce or are held for the production of passive income (the "asset test"). For this purpose, passive income generally includes dividends, interest, royalties, rents and certain gains from the sale of stock and securities. If a foreign corporation owns at least 25% (by value) of the stock of another corporation, the corporation will be treated, for purposes of the PFIC tests, as owning a proportionate share of the other corporation's assets and receiving its proportionate share of the other corporation's income. Further, if we are treated as a PFIC, then one or more of our subsidiaries may also be treated as PFICs of which a U.S holder would be an indirect shareholder. The determination of whether a foreign corporation is a PFIC is made annually.

        We do not believe that we were a PFIC for the year ended December 31, 2018 because we did not meet either the income test or the asset test. We do not expect to become a PFIC in the current taxable year or in the foreseeable future, although there can be no assurance in this regard. The determination of whether we are a PFIC must be made annually and involves a fact-intensive analysis based upon, among other things, the composition of our income and assets and the value of our assets from time to time. It is possible that we may become a PFIC for the fiscal year ending December 31, 2019 or any future taxable year due to changes in our income or asset composition. In addition, a decrease in the price of our shares may also result in our becoming a PFIC. If we were classified as a PFIC in any year during which a U.S. holder owns Class A ordinary shares or ADSs and the U.S. holder does not make a "mark-to-market" election, as discussed below, we generally would continue to be treated as a PFIC as to such U.S. holder in all succeeding years, regardless of whether we continue to meet the income or asset test discussed above. Holders are urged to consult their own tax advisors with respect to the tax consequences to them if we were to become a PFIC for any taxable year in which they own our Class A ordinary shares or ADSs.

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        If we were classified as a PFIC for any taxable year during which a U.S. holder holds our Class A ordinary shares or ADSs, the U.S. holder would generally not receive capital gains treatment upon the sale of the Class A ordinary shares or ADSs and would be subject to increased tax liability (generally including an interest charge) upon the sale or other disposition of the Class A ordinary shares or ADSs or upon the receipt of certain distributions treated as "excess distributions," unless the U.S. holder makes the mark-to-market election described below. An excess distribution generally would be any distribution to a U.S. holder with respect to Class A ordinary shares or ADSs during a single taxable year that exceeds 125% of the average annual distributions received by a U.S. holder with respect to Class A ordinary shares or ADSs during the three preceding taxable years or, if shorter, during the U.S. holder's holding period for the Class A ordinary shares or ADSs.

        QEF Election.    The PFIC rules outlined above also would not apply to a U.S. holder if such holder alternatively elected to treat us as a qualified electing fund, or QEF. An election to treat us as a QEF will not be available, however, if we do not provide the information necessary to make such an election. We will not provide U.S. holders with the information necessary to make a QEF election, and thus, the QEF election will not be available with respect to our shares.

        "Mark-to-Market" Election.    In certain circumstances, a holder of marketable stock (as defined below) of a PFIC can avoid certain of the adverse rules described above by making a mark-to-market election with respect to such stock. For purposes of these rules, "marketable stock" is stock which is "regularly traded" (traded in greater than de minimis quantities on at least 15 days during each calendar quarter) on a "qualified exchange" or other market within the meaning of applicable U.S. Treasury Regulations. A "qualified exchange" includes a national securities exchange that is registered with the SEC.

        A U.S. holder that makes a mark-to-market election must include in gross income, as ordinary income, for each taxable year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the U.S. holder's Class A ordinary shares or ADSs that are "marketable stock" at the close of the taxable year over the U.S. holder's adjusted tax basis in such Class A ordinary shares or ADSs. An electing U.S. holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. holder's adjusted tax basis in such Class A ordinary shares or ADSs over their fair market value at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains previously included in income pursuant to the mark-to-market election. The adjusted tax basis of a U.S. holder's Class A ordinary shares or ADSs with respect to which the mark-to-market election applies would be adjusted to reflect amounts included in gross income or allowed as a deduction because of such election. If a U.S. holder makes an effective mark-to-market election with respect to our Class A ordinary shares or ADSs, gains from an actual sale or other disposition of such Class A ordinary shares or ADSs in a year in which we are a PFIC would be treated as ordinary income, and any losses incurred on such sale or other disposition would be treated as ordinary losses to the extent of any net mark-to-market gains previously included in income.

        A mark-to-market election is not permitted for the shares of any of our subsidiaries that are also classified as PFICs. Prospective investors are urged to consult their own tax advisors regarding the availability of, and the procedure for, and the effect of making, a mark-to-market election, and whether making the election would be advisable, including in light of their particular circumstances.

        Notwithstanding any election made with respect to our shares, dividends received with respect to our shares will not constitute "qualified dividend income" if we are a PFIC in either the year of the distribution or the preceding taxable year. Dividends that do not constitute qualified dividend income are not eligible for taxation at the reduced tax rate described above in "—Taxation of Dividends." Instead, such dividends would be subject to tax at ordinary income rates.

        If we are classified as a PFIC in any year with respect to a U.S. holder, such U.S. holder will be required to file an annual information return on IRS Form 8621 regarding distributions received on, and

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any gain realized on the disposition of, our Class A ordinary shares and ADSs, and certain U.S. holders will be required to file an annual information return (also on IRS Form 8621) relating to their ownership interest.

        U.S. holders are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of holding Class A ordinary shares or ADSs if the Company were considered a PFIC in any taxable year.

Taxation of Capital Gains

        Subject to the application of the PFIC rules discussed above, upon a sale or other disposition of Class A ordinary shares or ADSs, a U.S. holder will recognize a gain or loss in an amount equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder's tax basis, determined in U.S. dollars, in such Class A ordinary shares or ADSs. Such gains or losses will be capital gains or losses and will be long-term capital gains or losses if the U.S. holder's holding period for such Class A ordinary shares or ADSs exceeds one year. Long-term capital gains of non-corporate U.S. holders (including individuals) are generally eligible for reduced rates of taxation. A U.S. holder's adjusted tax basis in its Class A ordinary shares or ADSs will generally be the cost to the holder of such Class A ordinary shares or ADSs. Any such gains or losses realized by a U.S. holder upon disposal of the Class A ordinary shares or ADSs will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to limitations under the Code.

Information Reporting and Backup Withholding

        Dividends paid on Class A ordinary shares or ADSs to a U.S. holder, or proceeds from a U.S. holder's sale or other disposition of Class A ordinary shares or ADSs, may be subject to information reporting requirements. Those dividends or proceeds from sale or disposition may also be subject to backup withholding unless the U.S. holder:

•

is a corporation or other exempt recipient, and, when required, demonstrates this fact; or

•

provides a correct taxpayer identification number on a properly completed U.S. IRS Form W-9 or other appropriate form which certifies that the U.S. holder is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules.

        Backup withholding is not an additional tax. Any amount withheld under these rules will be creditable against the U.S. holder's U.S. federal income tax liability or refundable to the extent that it exceeds such liability if the U.S. holder provides the required information to the IRS. If a U.S. holder is required to and does not provide a correct taxpayer identification number, the U.S. holder may be subject to penalties imposed by the IRS. All holders are urged to consult their tax advisors as to their qualification for the exemption from backup withholding and the procedure for obtaining an exemption.

        In addition, certain U.S. holders who are individuals that hold certain foreign financial assets (which may include our Class A ordinary shares or ADSs) are required to report information relating to such assets, subject to certain exceptions. U.S. holders are urged to consult their tax advisors regarding the effect, if any, of this requirement on their ownership and disposition of our Class A ordinary shares and ADSs.

Additional Tax on Investment Income

        U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds will be subject to an additional 3.8% tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, Class A ordinary shares or ADSs, subject to certain limitations and exceptions.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are acting as representatives, have each severally agreed to purchase, and we [and the selling shareholders] have agreed to sell to them the number of ADSs indicated in the table below:

Underwriters	Number of ADSs
Morgan Stanley & Co. LLC
Deutsche Bank Securities Inc.
Citigroup Global Markets Inc.
Haitong International Securities Company Limited
China International Capital Corporation Hong Kong Securities Limited
CLSA Limited
Total

        The underwriters are offering the ADSs subject to their acceptance of the ADSs from us [and the selling shareholders] and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated, severally and not jointly, to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. However, the underwriters are not required to take or pay for the ADSs covered by the underwriters' over-allotment option described below. If an underwriter defaults, the underwriting agreement provides that the underwriting commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

        The underwriters initially propose to offer part of the ADSs directly to the public at the public offering price set forth on the front cover page of this prospectus and part of the ADSs to certain dealers at a price that represents a concession not in excess of US$            per ADS under the public offering price. Any such dealers may resell ADSs to certain other brokers or dealers at a discount of up to US$            per ADS. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by the representatives.

        Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. Neither Haitong International Securities Company Limited nor China International Capital Corporation Hong Kong Securities Limited is a broker-dealer registered with the SEC. Therefore, to the extent either of these underwriters intends to make any offers or sales of ADSs in the United States, it will do so only through one or more SEC-registered broker-dealers in compliance with applicable securities laws and regulations. CLSA Limited is not a broker-dealer registered with the SEC and may not make sales in the United States. CLSA Limited has agreed that it does not intend to and will not offer or sell any of our ADSs in the United States in connection with this offering.

        The address of Morgan Stanley & Co. LLC is 1585 Broadway Avenue, New York, NY 10036, United States. The address of Deutsche Bank Securities Inc. is 60 Wall Street, New York, NY 10005, United States. The address of Citigroup Global Markets Inc. is 388 Greenwich Street, New York, NY 10013, United States. The address of Haitong International Securities Company Limited is 22/F Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong. The address of China International Capital Corporation Hong Kong Securities Limited is 29th Floor, One International Finance Centre 1 Harbour View Street Central, Hong Kong. The address of CLSA Limited is 18/F, One Pacific Place, 88 Queensway, Hong Kong.

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Options to Purchase Additional ADSs

        We [and the selling shareholders] have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional        ADSs from us [and the selling shareholders] at the public offering price set forth on the front cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise such option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the ADSs offered by this prospectus. To the extent the option is exercised, each underwriter will become severally obligated, subject to certain conditions, to purchase a number of additional ADSs approximately proportionate to each underwriter's initial purchase commitment reflected in the table above.

Commissions and Expenses

        The following table shows the per ADS and total public offering price and underwriting discounts and commissions to be paid by us [and the selling shareholders] in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option.

		Total
	Per ADS	No Exercise	Full Exercise
		US$	US$
Public offering price
Underwriting discounts and commissions [to be paid by]
[Us]
[The selling shareholders]

        The expenses of this offering, not including underwriting discounts and commissions, are estimated to be approximately US$             million, which includes legal, accounting and printing costs and various other fees associated with the registration of our Class A ordinary shares and the ADSs. We have also agreed to reimburse the underwriters for certain expenses in connection with this offering, in an aggregate amount not exceeding US$            .

        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of ADSs offered by them.

Lock-up Agreements

        We and each of our directors and officers and our existing shareholders have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

•

offer, pledge, sell, contract to sell, 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, directly or indirectly, any ordinary shares or ADSs or any other securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;

•

file any registration statement with the SEC relating to the offering of any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs,

whether any such transaction described above is to be settled by delivery of ordinary shares or ADSs or such other securities, in cash or otherwise.

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        For each of our directors and officers and our existing shareholders the restrictions described in the preceding paragraph do not apply to transactions relating to ordinary shares, ADSs or other securities acquired in open market transactions after the completion of this offering and certain other exceptions. For us, the restrictions described in the preceding paragraph do not apply to the sale of ordinary shares or ADSs in this offering, the grant of options to purchase ordinary shares under our equity incentive plans and certain other exceptions.

        In addition, each of our directors and executive officers and our existing shareholders have agreed that, without the prior written consent of the representatives on behalf of the underwriters, they will not, for a period of 180 days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs.

        In addition, we have instructed Deutsche Bank Trust Company Americas, as depositary, not to accept any deposit of ordinary shares or issue any ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we otherwise instruct the depositary with the prior written consent of the representatives of the underwriters.

Stabilization, Short Positions and Penalty Bids

        In order to facilitate the offering of our ADSs, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our ADSs. Specifically, the underwriters may sell more ADSs than they are obligated to purchase under the underwriting agreement, creating a short position in our ADSs. A short sale is "covered" if the short position is no greater than the number of ADSs available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing ADSs in the open market. In determining the source of ADSs to close out a covered short sale, the underwriters will consider, among other things, the open market price of ADSs compared to the price available under the over-allotment option. The underwriters may also sell ADSs in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

        As an additional means of facilitating this offering, the underwriters may bid for, and purchase, our ADSs in the open market to stabilize the price of our ADSs. The underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to cover a syndicate short position or to stabilize the price of the ADSs. These activities may raise or maintain the market price of the ADSs above independent market levels or prevent or retard a decline in the market price of the ADSs. Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our ADSs. The underwriters are not required to engage in these activities and may end any of these activities at any time.

Relationships

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, commercial banking, financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

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        In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of us or our subsidiaries. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

        As described in the "Use of Proceeds," the net proceeds of this offering are intended to be used to repay amounts outstanding under a 364-day term loan facility of Wanda Sports Group Company Limited. The arranger and original lender under this credit facility are affiliates of Morgan Stanley & Co. LLC and if such repayment is made, the original lender would receive proceeds from this offering.

Indemnification

        We [and the selling shareholders] have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that an indemnified person may be required to make in respect of any of these liabilities.

Listing

        We have applied to have our ADSs listed on the NASDAQ Global Market under the symbol "WSG."

Pricing of the Offering

        Prior to this offering, there has been no public market for our Class A ordinary shares or ADSs. The initial public offering price was determined by negotiations between us and the representatives of the underwriters. Among the factors considered in determining the initial public offering price were the future prospects of our company and the industry in general, our sales, earnings and certain other of our financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to those of our company.

Electronic Offer, Sale and Distribution of ADSs

        In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the underwriters may be facilitating internet distribution for this offering to certain of their internet subscription customers. An electronic prospectus may be available on the internet websites maintained by the underwriters. Other than the prospectus in electronic format, the information on the websites of the underwriters is not part of this prospectus.

[Directed ADS Program

        At our request, the underwriters have reserved for sale, at the initial public offering price, up to        % of the ADSs offered by this prospectus to our directors, officers, employees, business associates and related persons. The directed share program will be administered by            . If purchased by these persons, these ADSs will be subject to a 180-day lock-up restriction. We do not know if these persons will choose to purchase all or any portion of these reserved ADSs, but any purchases they make will reduce the number of ADSs available for sale to the general public. Any reserved ADSs which are not so purchased will be offered by the underwriters to the general public on the same basis as the ADSs being offered in this prospectus.]

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Selling Restrictions

        No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material relating to the ADSs may be distributed or published, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof.

Australia

        This document has not been lodged with the Australian Securities & Investments Commission and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:

(a)

you confirm and warrant that you are either:



(i)

a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act 2001 (Cth) of Australia, or the Corporations Act;



(ii)

a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to the company which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;



(iii)

a person associated with the company under section 708(12) of the Corporations Act; or



(iv)

a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act;

and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act, any offer made to you under this document is void and incapable of acceptance;

(b)

you warrant and agree that you will not offer any of the ADSs issued to you pursuant to this document for resale in Australia within 12 months of those ADSs being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Canada

        The ADSs may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

        Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

        Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts, or

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NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Cayman Islands

        This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

Dubai International Finance Center

        This document relates to an Exempt Offer, as defined in the Offered Securities Rules module of the DFSA Rulebook, or the OSR, in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or the DFSA. This document is intended for distribution only to persons of a type specified in the OSR. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this document nor taken steps to verify the information set out herein, and has no responsibility for it. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this document you should consult an authorized financial adviser.

European Economic Area

        This prospectus has been prepared on the basis that any offer of ADSs in any Member State of the European Economic Area that has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive (as defined herein) from the requirement to publish a prospectus for offers of ADSs.

        In relation to each Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no offer of ADSs has been, or will be made to the public in that Relevant Member State, other than:

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;



(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or



(c)

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of ADSs shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

        Any person making or intending to make any offer of ADSs in a Relevant Member State may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus for such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs through any financial intermediary, other than offers made by the underwriters which constitute the final offering of ADSs contemplated in this prospectus.

        For the purposes of this provision, and your representation below, the expression an "offer to the public" in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase any ADSs, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the

209

expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded) and includes any relevant implementing measure in each Relevant Member State.

        Each person in a Relevant Member State who receives any communication in respect of, or who acquires any ADSs under, the offer of ADSs contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:

•

it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

•

in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where ADSs have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those ADSs to it is not treated under the Prospectus Directive as having been made to such persons.

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at, persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will only be engaged in with, relevant persons.

France

        Neither this prospectus nor any other offering material relating to the ADSs has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The ADSs have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the ADSs has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the ADSs to the public in France.

        Such offers, sales and distributions will be made in France only:

•

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1° or –2°or –3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne). Such

210

ADSs may be resold only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Germany

        This prospectus does not constitute a Prospectus Directive-compliant prospectus in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) and therefore does not allow any public offering in Germany or any other Relevant Member State pursuant to § 17 and § 18 of the German Securities Prospectus Act. No action has been or will be taken in Germany that would permit a public offering of the ADSs, or distribution of a prospectus or any other offering material relating to the ADSs. In particular, no securities prospectus (Wertpapierprospekt) within the meaning of the German Securities Prospectus Act or any other applicable laws of Germany has been or will be published within Germany, nor has this prospectus been filed with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication within Germany.

        Each underwriter will represent, agree and undertake (i) that it has not offered, sold or delivered and will not offer, sell or deliver the ADSs within Germany other than in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) and any other applicable laws in Germany governing the issue, sale and offering of ADSs, and (ii) that it will distribute in Germany any offering material relating to the ADSs only under circumstances that will result in compliance with the applicable rules and regulations of Germany.

        This prospectus is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

Hong Kong

        The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in this document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Israel

        This prospectus does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Israeli Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, investors listed in the first addendum to the Israeli Securities Law, or the Addendum, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, entities with equity in excess of NIS 50 million and qualified individuals, each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors. Qualified investors may be required to submit written confirmation that they meet the criteria for one of the categories of investors set forth in this prospectus.

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Italy

        The offering of ADSs has not been registered with the Commissione Nazionale per le Società e la Borsa, or CONSOB, pursuant to Italian securities legislation and, accordingly, no ADSs may be offered, sold or delivered, nor copies of this prospectus or any other documents relating to the ADSs may not be distributed in Italy except:

•

to "qualified investors," as referred to in Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended, or Decree No. 58, and defined in Article 26, paragraph 1, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended, or Regulation No. 16190, pursuant to Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended, or Regulation No. 11971; or

•

in any other circumstances where an express exemption from compliance with the offer restrictions applies, as provided under Decree No. 58 or Regulation No. 11971.

        Any offer, sale or delivery of the ADSs or distribution of copies of this prospectus or any other documents relating to the ADSs in the Republic of Italy must be:

•

made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of September 1, 1993, as amended, or the Banking Law, Decree No. 58 and Regulation No. 16190 and any other applicable laws and regulations;

•

in compliance with Article 129 of the Banking Law, and the implementing guidelines of the Bank of Italy, as amended; and

•

in compliance with any other applicable notification requirement or limitation which may be imposed, from time to time, by CONSOB or the Bank of Italy or other competent authority.

        Please note that, in accordance with Article 100-bis of Decree No. 58, where no exemption from the rules on public offerings applies, the subsequent distribution of the ADSs on the secondary market in Italy must be made in compliance with the public offer and the prospectus requirement rules provided under Decree No. 58 and Regulation No. 11971.

        Furthermore, ADSs which are initially offered and placed in Italy or abroad to qualified investors only but in the following year are regularly distributed on the secondary market in Italy to non-qualified investors become subject to the public offer and the prospectus requirement rules provided under Decree No. 58 and Regulation No. 11971. Failure to comply with such rules may result in the sale of the ADSs being declared null and void and in the liability of the intermediary transferring the ADSs for any damages suffered by such non-qualified investors.

Japan

        The ADSs have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, or the FIEA, and ADSs will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Korea

        The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant

212

to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSs have not been registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the ADSs may not be resold to Korean residents unless the purchaser of the ADSs complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the ADSs.

Kuwait

        Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 "Regulating the Negotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained herein and therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

Malaysia

        No prospectus or other offering material or document in connection with the offer and sale of the ADSs has been or will be registered with the Securities Commission of Malaysia, or the Commission, for the Commission's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the ADSs as principal, if the offer is on terms that the ADSs may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in each of the preceding categories (i) to (xi), the distribution of the ADSs is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of a public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

People's Republic of China

        This prospectus has not been and will not be circulated or distributed in the PRC, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC.

213

Qatar

        In the State of Qatar, the offer contained herein is made on an exclusive basis to the specifically intended recipient thereof, upon that person's request and initiative, for personal use only and shall in no way be construed as a general offer for the sale of securities to the public or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar. This prospectus and the underlying securities have not been approved or licensed by the Qatar Central Bank or the Qatar Financial Centre Regulatory Authority or any other regulator in the State of Qatar. The information contained in this prospectus shall only be shared with any third parties in Qatar on a need to know basis for the purpose of evaluating the contained offer. Any distribution of this prospectus by the recipient to third parties in Qatar beyond the terms hereof is not permitted and shall be at the liability of such recipient.

Saudi Arabia

        This prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA and (with effect from 8 January 2019) as modified by the Securities and Futures (Classes of Investors) Regulations 2018) pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

        Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA and (with effect from 8 January 2019) as modified by the Securities and Futures (Classes of Investors) Regulations 2018) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor , securities (as defined in the SFA) or securities-based derivatives contracts (as defined in the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA.

        Solely for the purposes of its obligation pursuant to Section 309B of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018, or the CMP Regulations 2018), that the ADSs are "prescribed capital

214

markets products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Switzerland

        The ADSs will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

        Neither this prospectus nor any other offering or marketing material relating to our company or the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

Taiwan

        The ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the ADSs in Taiwan.

United Arab Emirates

        This prospectus is not intended to constitute an offer, sale or delivery of ADSs or other securities under the laws of the United Arab Emirates, or the UAE. The ADSs have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange.

        The offering, the ADSs and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

        In relation to its use in the UAE, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the UAE.

215

EXPENSES RELATING TO THIS OFFERING

        Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur in connection with this offering. With the exception of the SEC registration fee, the FINRA filing fee and the NASDAQ Global Market listing fee, all amounts are estimates.

SEC registration fee

FINRA filing fee

NASDAQ Global Market listing fee

Printing and engraving expenses

Legal fees and expenses

Accounting fees and expenses

Miscellaneous

Total

216

LEGAL MATTERS

        The validity of the Class A ordinary shares represented by the ADSs offered pursuant to this prospectus and certain other legal matters as to Hong Kong law and U.S. securities matters in connection with this offering will be passed upon by Paul, Weiss, Rifkind, Wharton & Garrison LLP, our HK and U.S. counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely upon Jingtian & Gongcheng Attorneys at Law with respect to certain matters governed by PRC law. Certain matters in connection with this offering will be passed upon on behalf of the underwriters by Shearman & Sterling LLP, U.S. counsel for the underwriters. Shearman & Sterling LLP may rely on Commerce & Finance Law Offices with respect to certain matters governed by PRC law.

217

EXPERTS

        The consolidated financial statements of Wanda Sports Group Company Limited as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, appearing in this prospectus and registration statement have been audited by Ernst & Young Hua Ming LLP, or EY-China, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.

        The registered business address of EY-China is Level 16, Ernst & Young Tower, Oriental Plaza, No.1 East Changan Ave, Dongcheng District Beijing, China.

        Prior to the engagement of EY-China, as Wanda Sports Group's, or WSG, independent registered public accounting firm under the standards of the Public Company Accounting Oversight Board, or PCAOB, other member firms of Ernst & Young Global Limited, or EYG, provided the following services, which in three instances involved contingent fee arrangements, which are inconsistent with the auditor independence rules of the SEC and the PCAOB:

(i)

The EYG member firm in Denmark, or EY-Denmark, in connection with audit and other advisory services provided between February 2017 and October 2018, performed a management function related to preparation and filing of XBRL tagged statutory financial statements of a subsidiary of WSG. These financial statements were prepared in accordance with Danish Generally Accepted Accounting Principles, or Danish GAAP, which is a different basis than that of the consolidated financial statements of WSG. The Danish GAAP financial statements do not form the basis of the WSG consolidated financial statements and, therefore, the results of the services provided by EY-Denmark were not subject to audit by EY-China related to the WSG consolidated financial statements. The services are not inconsistent with the Chinese Institute of Certified Public Accountants, or CICPA, independence rules. The total fee for the services provided was insignificant to EY-Denmark, the subsidiary for which the services were performed, and WSG. The WSG audit engagement team involved in the audits of WSG's consolidated financial statements does not include any individuals who provided the foregoing services.



(ii)

Member firms of EYG provided the following services, which in certain cases included contingent fee arrangements, to entities under common control with WSG:

•

Member firms of EYG in Australia, Canada, Luxembourg and Sweden provided legal services between November 2016 and October 2018. The fee arrangement for the legal service in Canada included a contingent component; however, no contingent-based fee was ultimately collected.

•

The U.S. member firm of EYG, or EY-US, provided loan staffing services involving assistance with tax compliance and accounting activities under the supervision of management between August 2016 and October 2018.

•

EY-US provided permissible tax advisory services related to tax refunds under two engagement agreements with contingent fee arrangements between February 2017 and October 2018. The first engagement was completed in December 2017 and no contingent fee was paid as no tax refund was identified in connection with the service. The second engagement agreement was terminated in October 2018 and an invoice was issued based on unbilled time incurred at an hourly rate. Prior to identification of this matter, contingent fee payments had been collected through August 2018.

These services and contingent fee arrangements were not related to, and did not affect, the operations or consolidated financial statements of WSG or EY-China's related audit procedures. These services and contingent fee arrangements are not inconsistent with the CICPA

218

independence rules. The total fees collected by the EYG member firms were insignificant to the respective EYG member firms, the entities for which the services were performed, and WSG. None of the EYG member firm executives who provided the foregoing services were members of the EY-China audit engagement team involved in the audits of WSG's consolidated financial statements.

        After careful consideration of the facts and circumstances and the applicable independence rules, EY-China has concluded that (i) the aforementioned matters do not impair EY-China's ability to exercise objective and impartial judgment in connection with its audits of WSG's consolidated financial statements and (ii) a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY-China has been and is capable of exercising objective and impartial judgment on all issues encompassed within its audits of WSG's consolidated financial statements. After considering these matters, those charged with governance of WSG concurred with EY-China's conclusions.

219

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed with the SEC, a registration statement, including relevant exhibits, on Form F-1 under the Securities Act with respect to underlying Class A ordinary shares represented by the ADSs to be sold in this offering. We have also filed with the SEC a related registration statement on F-6 to register the ADSs. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statements and their exhibits and schedules for further information with respect to us and our ADSs.

        Immediately upon the effectiveness of the registration statement on Form F-1 to which this prospectus is a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected over the internet at the SEC's website at www.sec.gov and inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

        As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholder are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with IFRS.

220

WANDA SPORTS GROUP COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 and 2016

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statement of Profit or Loss for the years ended December 31, 2018, 2017 and 2016	F-3
Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016	F-4
Consolidated Statement of Financial Position as at December 31, 2018 and 2017	F-5
Consolidated Statement of Changes in Equity for the years ended December 31, 2018, 2017 and 2016	F-6
Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017 and 2016	F-9
Notes to Consolidated Financial Statements	F-10

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

Interim Condensed Consolidated Statement of Profit or Loss for the three months ended March 31, 2019 and 2018	F-129
Interim Condensed Consolidated Statement of Comprehensive Income for the three months ended March 31, 2019 and 2018	F-130
Interim Condensed Consolidated Statement of Financial Position as at March 31, 2019 and December 31, 2018	F-131
Interim Condensed Consolidated Statement of Changes in Equity for the three months ended March 31, 2019 and 2018	F-133
Interim Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2019 and 2018	F-135
Notes to the Interim Condensed Consolidated Financial Statement	F-136

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Wanda Sports Group Company Limited

Opinion on the Financial Statements

        We have audited the accompanying consolidated statements of financial position of Wanda Sports Group Company Limited (the Company) as of December 31, 2018 and 2017, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Adoption of New Accounting Standards

        As discussed in Note 2.4 to the consolidated financial statements, the Company changed its method for accounting for revenue from contracts with customers, leases and financial instruments in 2018.

Basis for Opinion

        These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

        We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

        Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young Hua Ming LLP

We have served as the Company's auditor since 2018.

Beijing, The People's Republic of China

April 26, 2019

F-2

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

		Years ended December 31,
	Notes	2018			2017			2016
		€			€			€
Revenue	11		1,129,186			954,598			877,247
Cost of sales			(763,793	)		(624,093	)		(599,980	)
Gross profit			365,393			330,505			277,267
Personnel expenses	14		(144,433	)		(135,105	)		(115,213	)
Selling, office and administrative expenses	16		(52,043	)		(54,710	)		(53,529	)
Depreciation and amortization			(32,846	)		(22,129	)		(22,142	)
Impairment of goodwill	23		—			—			(74,010	)
Other operating (expenses)/income, net	11,12		(26,801	)		2,882			6,821
Finance costs	13		(53,711	)		(53,300	)		(44,761	)
Finance income	13		11,842			27,871			15,950
Share of profit/(loss) of associates and joint ventures	8,9		5,566			509			393
Profit/(loss) before tax			72,967			96,523			(9,224	)
Income tax	17		(18,955	)		(17,731	)		(20,021	)
Profit/(loss) for the year			54,012			78,792			(29,245	)
Attributable to:
Equity holders of the parent			51,646			77,203			(29,047	)
Non-controlling interests			2,366			1,589			(198	)
			54,012			78,792			(29,245	)
Earnings/(loss) per share	18
Basic, profit/(loss) for the year attributable to ordinary equity holders of the parent			0.31			0.46			(0.17	)
Diluted, profit/(loss) for the year attributable to ordinary equity holders of the parent			0.30			0.44			(0.17	)

The accompanying notes are an integral part of the consolidated financial statements.

F-3

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

		Years ended December 31,
	Notes	2018			2017			2016
		€			€			€
Profit/(loss) for the year			54,012			78,792			(29,245	)
Other comprehensive income
Other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods (net of tax):
Net gain/(loss) on cash flow hedges	15		5,092			(2,216	)		(3,167	)
Exchange differences on translation of foreign operations	15		(2,957	)		(3,751	)		(4,737	)
Net other comprehensive gain/(loss) to be reclassified to profit or loss in subsequent periods			2,135			(5,967	)		(7,904	)
Other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods (net of tax):
Remeasurement gain/(loss) on defined benefit plans	15		(760	)		352			815
Net other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods			(760	)		352			815
Other comprehensive income/(loss) for the year, net of tax	15		1,375			(5,615	)		(7,089	)
Total comprehensive income/(loss) for the year, net of tax			55,387			73,177			(36,334	)
Attributable to:
Equity holders of the parent			52,682			71,715			(36,129	)
Non-controlling interests			2,705			1,462			(205	)
			55,387			73,177			(36,334	)

The accompanying notes are an integral part of the consolidated financial statements.

F-4

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

	Notes	December 31, 2018			December 31, 2017
		€			€
ASSETS
CURRENT ASSETS
Cash and cash equivalents	30		177,048			230,419
Trade and other receivables	29		299,898			276,153
Accrued income	22		6,474			60,279
Contract assets	22		39,714			—
Inventories	28		5,935			2,969
Income tax receivables			8,816			5,203
Other assets	24		81,561			79,443
			619,446			654,466
NON-CURRENT ASSETS
Long-term receivables			6,271			24,701
Investments in associates and joint ventures	8,9		5,551			1,281
Property, plant and equipment	19		26,048			23,810
Right of use assets	20		35,789			—
Intangible assets	21		423,488			408,987
Goodwill	7,23		677,326			639,531
Accrued income	22		—			300
Contract assets	22		9,077			—
Deferred tax assets	17		24,562			13,990
Other assets	24		54,953			55,297
			1,263,065			1,167,897
TOTAL ASSETS			1,882,511			1,822,363
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	36		816,451			765,730
Interest-bearing liabilities	25		25,487			1,668
Lease liabilities	37		9,863			—
Accrued expense	33		83,516			101,352
Deferred income	33		7			192,718
Contract liabilities	33		185,681			—
Other liabilities	24		17,097			7,054
Income tax payable			31,009			19,071
Provisions	32		3,419			6,971
			1,172,530			1,094,564
NON-CURRENT LIABILITIES
Interest-bearing liabilities	25		535,630			596,163
Lease liabilities	37		28,841			—
Accrued expenses	33		4,941			322
Deferred income	33		10			18,160
Contract liabilities	33		13,485			—
Deferred tax liabilities	17		82,941			82,408
Provisions	32		8,576			9,501
Long-term payroll payables	34		12,770			10,543
Other liabilities	24		31,802			70,075
			718,996			787,172
TOTAL LIABILITIES			1,891,526			1,881,736
EQUITY
Share capital	31		1,520,816			1,520,816
Reserves			(1,321,685	)		(1,327,247	)
Accumulated deficit			(207,566	)		(247,533	)
Equity/(deficit) attributable to equity holders of the parent			(8,435	)		(53,964	)
Non-controlling interests			(580	)		(5,409	)
Total equity/(deficit)			(9,015	)		(59,373	)
Total liabilities and equity			1,882,511			1,822,363

The accompanying notes are an integral part of the consolidated financial statements.

F-5

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

		Attributable to equity holders of the parent
	Notes	Share capital (note 31)		Capital reserve (note 31)			Other comprehensive losses (note 15)			Accumulated deficit			Total			Non-controlling interests			Total equity/ (deficit)
		€		€			€			€			€			€			€
As at December 31, 2017			1,520,816		(1,310,237	)		(17,010	)		(247,533	)		(53,964	)		(5,409	)		(59,373	)
Changes in accounting policies	2.4		—		—			(68	)		556			488			(31	)		457
As at January 1, 2018			1,520,816		(1,310,237	)		(17,078	)		(246,977	)		(53,476	)		(5,440	)		(58,916	)
Profit for the year			—		—			—			51,646			51,646			2,366			54,012
Other comprehensive income/(loss) for the year:
Change in defined benefit plans, net of tax			—		—			(717	)		—			(717	)		(43	)		(760	)
Cash flow hedges, net of tax			—		—			4,802			—			4,802			290			5,092
Exchange differences on translation of foreign operations			—		—			(3,049	)		—			(3,049	)		92			(2,957	)
Total comprehensive income for the year			—		—			1,036			51,646			52,682			2,705			55,387
Increase in non-controlling interests			—		1,703			—			—			1,703			(413	)		1,290
Dividends*			—		—			—			(12,235	)		(12,235	)		—			(12,235	)
Share-based payment			—		2,891			—			—			2,891			124			3,015
Acquisition of a subsidiary			—		—			—			—			—			2,444			2,444
At December 31, 2018			1,520,816		(1,305,643	)		(16,042	)		(207,566	)		(8,435	)		(580	)		(9,015	)

*

In 2018, Infront Holding AG, the subsidiary of the Company reached an agreement with Infront International Holdings AG, the parent of the Company to waive its outstanding loan to Infront International Holdings AG. The Group accounted for the transaction as a dividend distribution to its shareholder.

The accompanying notes are an integral part of the consolidated financial statements.

F-6

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

		Attributable to equity holders of the parent
	Notes	Share capital (note 31)		Capital reserve (note 31)			Other comprehensive losses (note 15)			Accumulated deficit			Total			Non-controlling interests			Total equity/ (deficit)
		€		€			€			€			€			€			€
As at January 1, 2017			1,520,816		(1,324,093	)		(11,522	)		(179,124	)		6,077			(160	)		5,917
Profit for the year			—		—			—			77,203			77,203			1,589			78,792
Other comprehensive income/(loss) for the year:
Change in defined benefit plans, net of tax			—		—			344			—			344			8			352
Cash flow hedges, net of tax			—		—			(2,166	)		—			(2,166	)		(50	)		(2,216	)
Exchange differences on translation of foreign operations			—		—			(3,666	)		—			(3,666	)		(85	)		(3,751	)
Total comprehensive income for the year			—		—			(5,488	)		77,203			71,715			1,462			73,177
Increase in non-controlling interests			—		6,918			—			—			6,918			(6,711	)		207
Share-based payment			—		6,938			—			—			6,938			—			6,938
Dividends*			—		—			—			(145,612	)		(145,612	)		—			(145,612	)
At December 31, 2017			1,520,816		(1,310,237	)		(17,010	)		(247,533	)		(53,964	)		(5,409	)		(59,373	)

*

In 2017, Infront Holding AG, the subsidiary of the Group declared dividends of €145,612, which were offset with the loan and other receivable due from shareholders at that time.

The accompanying notes are an integral part of the consolidated financial statements.

F-7

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

		Attributable to equity holders of the parent
	Notes	Share capital (note 31)		Capital reserve (note 31)			Other comprehensive losses (note 15)			Accumulated deficit			Total			Non-controlling interests			Total equity/ (deficit)
		€		€			€			€			€			€			€
As at January 1, 2016			1,520,816		(1,467,681	)		(4,440	)		(150,077)	*		(101,382	)		1			(101,381	)
Loss for the year			—		—			—			(29,047	)		(29,047	)		(198	)		(29,245	)
Other comprehensive income/(loss) for the year:
Change in defined benefit plans, net of tax			—		—			815			—			815			—			815
Cash flow hedges, net of tax			—		—			(3,167	)		—			(3,167	)		—			(3,167	)
Exchange differences on translation of foreign operations			—		—			(4,730	)		—			(4,730	)		(7	)		(4,737	)
Total comprehensive loss for the year			—		—			(7,082	)		(29,047	)		(36,129	)		(205	)		(36,334	)
Acquisition of subsidiaries			—		—			—			—			—			45			45
Disposal of a subsidiary			—		—			—			—			—			(1	)		(1	)
Share-based payment			—		7,127			—			—			7,127			—			7,127
Capital contribution			—		136,461			—			—			136,461			—			136,461
At December 31, 2016			1,520,816		(1,324,093	)		(11,522	)		(179,124	)		6,077			(160	)		5,917

*

The accumulated deficit balance as at January 1, 2016 mainly arose from deemed distributions to the parent in prior years under common control transactions.

The accompanying notes are an integral part of the consolidated financial statements.

F-8

WANDA SPORTS GROUP COMPANY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

			Years ended December 31,
	Notes		2018			2017			2016
			€			€			€
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) for the year				54,012			78,792			(29,245	)
Adjustments for:
Income tax				18,955			17,731			20,021
Depreciation and amortization				32,846			22,129			22,142
Other financial results				9,364			5,461			3,334
Foreign exchange differences				9,092			1,661			(701	)
Net (gain)/loss on disposal of property, plant and equipment and intangible assets				354			(293	)		29
Share of profit/(loss) of associates and joint ventures				(5,566	)		(509	)		(393	)
Fair value gains				757			902			2,533
Share-based payment				8,723			16,377			7,127
Impairment of goodwill				—			—			74,010
Impairment of inventories				376			492			351
Provisions				157			10,311			3,584
Bad debt				32,054			5,206			2,658
Other non-cash items				(1,174	)		595			6,719
				159,950			158,855			112,169
Working capital adjustments:
Change in trade and other receivables, prepaid Expenses, contract assets and accrued income				(72,305	)		(36,567	)		(14,440	)
Change in trade and other payables, other current liabilities, accrued expenses, contract liabilities and deferred income				13,482			33,991			(40,388	)
Utilization of provision				(1,950	)		(7,312	)		(4,609	)
Changes in other non-current liabilities				(1,105	)		8,036			2,904
Changes in inventories				(3,017	)		(1,165	)		(508	)
Tax paid				(28,467	)		(10,160	)		(11,532	)
Total net working capital changes				(93,362	)		(13,177	)		(68,573	)
Net cash flows from operating activities				66,588			145,678			43,596
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries		7		(8,078	)		(87,030	)		(30,850	)
Contingent consideration and liabilities from business combination paid				(9,849	)		(8,450	)		(4,513	)
Acquisition of investment in equity instruments				(7,931	)		—			—
Purchases of property, plant and equipment and intangible assets				(14,151	)		(13,023	)		(11,740	)
Proceeds from sale of property, plant and equipment and intangible assets				381			564			146
Restricted cash, net				67			120			283
Disposal of a subsidiary				369			372			—
Collection of loans				—			—			937
Granting of loans				(19,590	)		(22,422	)		(277,915	)
Dividends received from investments				1,662			—			—
Purchase of bank certificates of deposit				—			(27,564	)		(43,958	)
Settlement of bank certificates of deposit				—			53,291			17,284
Net cash flows used in investing activities				(57,120	)		(104,142	)		(350,326	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings				350,000			115,268			486,877
Repayment of borrowings				(377,162	)		(38,649	)		(290,941	)
Increase in non-controlling interest				1,290			207			—
Capital contribution				2,541			—			136,461
Repayment of the principal portion of the lease liability				(9,934	)		—			—
Cross Currency Swap Settlement				(32,185	)		—			—
Change in other non-current liabilities from third parties				1			150			—
Net cash flows from/(used in) financing activities				(65,449	)		76,976			332,397
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS				(55,981	)		118,512			25,667
Cash and cash equivalents at beginning of year				230,419			124,344			105,975
Effect of foreign exchange rate changes, net				2,610			(12,437	)		(7,298	)
CASH AND CASH EQUIVALENTS AT END OF YEAR				177,048			230,419			124,344
Supplemental disclosures:
Interest paid in operating activities*				35,222			45,254			30,495

*

The amount of €968 for the repayment of the interest portion of the lease liability is included in interest paid in operating activities.

The accompanying notes are an integral part of the consolidated financial statements.

F-9

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

1. Corporate information

        Wanda Sports Group Company Limited (the "Company"), founded on November 28, 2018, is a limited company incorporated and domiciled in Hong Kong SAR, People's Republic of China. The registered office is located in Hong Kong.

        In anticipation of the listing in the stock market of the United States of America, the Company underwent a series of reorganization steps (the "Reorganization"). The Company entered into a series of contractual agreements to transfer the business operations of Infront Holding AG ("IHAG"), Wanda Sports Co., Ltd. ("WSC") and Wanda Sports Holdings (USA) Inc. ("WSH") to the Company.

•

On March 6, 2019, a contribution and issuance agreement was entered into between the Company and Infront International Holdings AG ("IIHAG"), pursuant to which IIHAG contributed 94.3% of the share capital of IHAG to the Company for 92,216,208 newly issued Class B ordinary shares of the Company;

•

On March 14, 2019, a contribution and issuance agreement was entered between the Company and Wanda Sports & Media (Hong Kong) Holding Co. Limited ("WSM"), pursuant to which WSM contributed 5.7% of the share capital of IHAG it had acquired or had agreed to acquire from certain management members of IHAG, to the Company for 5,878,399 Class B newly issued shares of the Company;

•

On March 14, 2019, variable interest entity ("VIE") agreements were entered into among Dalian Wanda Group Co., Ltd. ("WG", an entity controlled by the ultimate controlling shareholder, Mr. Jianlin Wang, and holding a 10% equity interest of WSC), Beijing Wanda Culture Industry Group Co., Ltd. ("BWCIGC", a subsidiary of WG, holding an 85% equity interest of WSC), Mr. Jianlin Wang (the ultimate controlling shareholder of WG, holding a 5% equity interest of WSC) and Infront Sports & Media (China) Co. Ltd. ("Infront China"), a subsidiary of IHAG, pursuant to which a contractual arrangement was established among Infront China, WSC's nominee shareholders and WSC whose businesses include those restricted from foreign investment under People's Republic of China ("PRC") law, conferring Infront China the right to control over and to receive variable returns from WSC. As a result of the VIE agreements, WSC was consolidated as an indirect subsidiary of the Company. Meanwhile, the Company entered into a contribution and issuance agreement with WSM, WG, BWCIGC and Mr. Jianlin Wang, pursuant to which the Company agreed to allot and issue 32,346,028 Class B ordinary shares to WSM, which will hold these shares on behalf and for the benefits of WG, BWCIGC and Mr. Jianlin Wang. WG, BWCIGC, Infront China and WSC were under the common control of Mr. Jianlin Wang before and after the arrangements; and

•

On March 14, 2019, a contribution and issuance agreement was entered into between the Company and WSM, pursuant to which WSM contributed 100% of the share capital of WSH to the Company in exchange for 38,890,537 newly issued Class B ordinary shares of the Company and a receivable of US$400 million (approximately €353,732) in cash. A promissory note of US$400 million (approximately €353,732) was issued by the Company to WSM. The promissory note is interest-free and repayable on demand.

        The aforesaid Reorganization was completed in March 2019, and the Company became the holding company of the subsidiaries comprising the Group.

F-10

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

1. Corporate information (Continued)

        The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in the distribution of rights, hosting broadcast, digital media and entertainment, program production, event operations and licensing, brand development and sponsorships. Information on the Group's structure is provided in note 6. Information on other related party relationships of the Group is provided in note 39.

2. Significant accounting policies

2.1   Basis of preparation

        Pursuant to the Reorganization, the Company became the holding company of the companies now comprising the Group, which were under the common control of the controlling shareholders before and after the Reorganization. Accordingly, the financial statements have been prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the beginning of the reporting period.

        The consolidated statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group for the relevant periods include the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholders, wherever the period is shorter.

        The consolidated statements of financial position of the Group as at December 31, 2018 and 2017 have been prepared to present the assets and liabilities of the subsidiaries and/or businesses using the existing book values from the controlling shareholders' perspective. No adjustments are made to reflect fair values, or to recognize any new assets or liabilities as a result of the Reorganization.

        Equity interests in subsidiaries and/or businesses held by parties other than the controlling shareholders, and changes therein, prior to the Reorganization are presented as non-controlling interests in equity applying the principles of the pooling of interest method.

        All intra-group transactions and balances have been eliminated on consolidation.

        The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The accounting policies have been consistently applied by the Group.

        The consolidated financial statements of the Group for the year ended December 31, 2018 were authorized for issue in accordance with a resolution of the directors on April 26, 2019.

        The consolidated financial statements have been prepared on a going concern basis. The Group recorded net current liabilities as of December 31, 2018 and 2017 and the directors have given careful consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern. Having considered the cash inflow from operation and available bank facilities, the directors are confident that the Group is able to meet in full its financial obligations as they fall due for the foreseeable future.

        The consolidated financial statements have been prepared on a historical cost basis, except for certain items. The consolidated financial statements are presented in Euro ("EUR" or "€") and all values are rounded to the nearest thousands, except for the number of shares and per share data.

F-11

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

2.2   Basis of consolidation

        The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at December 31, 2018. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

•

Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

•

Exposure, or rights, to variable returns from its involvement with the investee

•

The ability to use its power over the investee to affect its returns

        Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

•

The contractual arrangement(s) with the other voting rights holders of the investee

•

Rights arising from other contractual arrangements

•

The Group's voting rights and potential voting rights

        The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

        Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

        A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

        If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognized in consolidated statements of profit or loss. Any investment retained is recognized at fair value.

F-12

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

2.3   Summary of significant accounting policies

a)

Business combinations and goodwill

        Business combinations are accounted for using the acquisition method, except for business combinations under common control as mentioned in the basis of preparation, where the pooling of interest method is applied. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in selling, office and administrative expenses.

        When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

        Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with the changes in fair value recognized in the consolidated statements of profit or loss in accordance with IAS 39. Other contingent consideration that is not within the scope of IAS 39 is measured at fair value at each reporting date with changes in fair value recognized in consolidated statements of profit or loss.

        Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in consolidated statements of profit or loss.

        After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units ("CGU") that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

        Where goodwill has been allocated to a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured based on the relative values of the operation disposed of and the portion of the CGU retained.

F-13

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

b)

Investments in associates and joint ventures

        An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

        A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

        The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. The Group's investments in its associate and joint venture are accounted for using the equity method.

        Under the equity method, the investment in an associate or a joint venture is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group's share of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment and is not tested for impairment separately.

        The consolidated statements of profit or loss reflect the Group's share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognized directly in the equity of the associate or joint venture, the Group recognizes its share of any changes, when applicable, in the consolidated statements of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.

        The aggregate of the Group's share of profits or losses of associates and joint ventures is shown on the face of the consolidated statements of profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate or joint venture.

        The financial statements of the associates and joint ventures are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

        After application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, and then recognizes the loss within share of profits and losses of associates and joint ventures in the consolidated statements of profit or loss.

        Upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognized in consolidated statements of profit or loss.

F-14

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

c)

Fair value measurement

        The Group measures financial instruments such as derivatives, at fair value at each reporting date.

        Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

•

In the principal market for the asset or liability

Or

•

In the absence of a principal market, in the most advantageous market for the asset or liability

        The principal or the most advantageous market must be accessible by the Group.

        The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

        A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

        The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

        All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

•

Level 1—Quoted (unadjusted) market prices in active markets for identical assets or liabilities

•

Level 2—Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

•

Level 3—Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

        For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

        The Group's senior management determines the policies and procedures for both recurring fair value measurement, such as derivative financial instruments and contingent considerations due to business combinations.

        External valuers are typically involved for valuation of significant assets, such as derivative financial instruments, and significant liabilities, such as contingent consideration. Involvement of external valuers is determined annually by the senior management after discussion with and approval by the Company's

F-15

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Board of Directors. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Valuers are normally rotated every three years. The senior management decides, after discussions with the Group's external valuers, which valuation techniques and inputs to use for each case.

        At each reporting date, the senior management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Group's accounting policies. For this analysis, the senior management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

        The senior management, in conjunction with the Group's external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

        On an interim basis, the senior management and the Group's external valuers present the valuation results to the Board of Directors and the Group's independent auditors. This includes a discussion of the major assumptions used in the valuations.

        For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.

        Fair-value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed are summarized in the following notes:

•

Disclosures of valuation methods, significant estimates and assumptions (see note 10)

•

Quantitative disclosures of fair value measurement hierarchy assumptions (see note 10)

•

Financial instruments (including those carried at amortized cost) (see note 10)

•

Contingent consideration and liabilities from business combination (see note 10)

d)

Revenue from contracts with customers applicable from January 1, 2018

        Revenue from contracts with customers is recognized when control of the services or goods are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services or goods. The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from contracts with customers are provided in Note 3.

        The Group generates revenue primarily from sale of rights, rendering of service and other arrangements under contracts.

Sale of rights

        Sale of rights mainly includes revenue from selling media (television, new media, etc.) and marketing rights, event-licensing fees as well as product licensing and sponsorships.

        The Group has two business models regarding to the sale of media and marketing rights, full rights buy-out model and agency model.

F-16

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Full rights buy-out

        Under the full rights buy-out model, the Group acquires the rights for commercial exploitation of specified media, marketing or hospitality rights for a defined period.

        The Group sells the rights on its own behalf to sponsors and broadcasters (its customers) and is the principal of the arrangement. When considering whether the Group is the principal or agent in the arrangement, the Group has determined that it controls the rights to the specified rights prior to transfer of such rights to the customer. The Group is the primary obligor and contracts with its customers as the owner of the underlying rights. The Group also has inventory risk through its commitment to purchase the rights before entering into a contract with any customer. Additionally, the Group has sole discretion relative to the rights holders in establishing the price for the specified rights. The consideration paid to the rights holders for the acquisition of the rights for commercial exploitation is deferred and amortized as cost of sales over the duration of the contract.

        In contracts with customers under the full rights buy out model, the Group usually has one performance obligation consisting mainly of delivering commercial rights at the events (or for a series of events) sometimes together with additional services (e.g. implementation of marketing rights at events) that are not considered distinct in the context of the contract.

        The satisfaction of the performance obligation depends on the number of events delivered and on their timing and is satisfied over time when the events take place. Measurement of progress for performance obligations delivered over time is usually based on the number of events delivered (output method) and aligned with contractual agreements.

Agency model

        Under the agency model, the Group acts as an agent for rights holders to sell marketing, media and hospitality rights to sponsors and broadcasters. When considering whether the Group is the principal or agent in the arrangement, the Group has determined that it does not control the rights to the specified rights prior to transfer of such rights to the customer. The Group is not the primary obligor in the contract and is contracted to sell the underlying rights to sponsors and broadcasters on behalf of the owner of the underlying rights. Additionally, the Group does not have sole discretion relative to the rights holders in establishing the price for the specified rights.

        The agency model includes commission contracts with minimum revenue guarantee to the customers and commission contracts based on revenue earned by the rights owner. The Group distinguishes two types of contracts with different performance obligations among the agency contracts: pure agency contracts and agency contracts with secondary services. For pure agency contracts, the performance obligation only consists of the sale of rights. For agency contracts with secondary services, the performance obligation includes the sale of commercial rights and providing additional substantial secondary services over the duration of the contract.

        The secondary services typically include services for market projections, defining commercial strategy, market research, sales proposals, sales presentation and pre-contractual negotiations, account management and implementation, monitoring and compliance of contractual agreements, implementation of marketing rights at events (e.g. venue dressing etc.).

F-17

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The Group satisfies its performance obligation in pure agency contracts at a point in time, when the contract between the rights holder and its customer is signed. For agency contracts with secondary services, the performance obligation consists of a bundle of services not distinct in the context of the contract and is satisfied over time. Progress is usually measured based on time or on event basis output method and aligned with contractual agreements.

        Minimum sales guaranteed to commercial rights owners in agency contracts are disclosed as contingent liabilities and reduced by continued sales progress in meeting commitments vis-a-vis commercial rights owners. Actual minimum revenue guarantees paid to rights owners are considered consideration payable to customers under IFRS 15 and are recognized as a reduction of revenue when not considered recoverable in future periods.

Product licensing

        Product licensing consists of royalties earned on licensed product sales. When considering whether the Group is the principal or agent in the arrangement, the Group has determined that it controls the rights to the specified licenses prior to transfer of such rights to the customer. The Group is the primary obligor and contracts with its customers as the owner of the licenses. Additionally, the Group has sole discretion relative to the rights holders in establishing the price for the specified licensing arrangements. Contractually guaranteed payments are recognized over the period the customer has the right to access the intellectual property. Sales-based or usage-based royalty are recognized at the later of: (i) when the sale or usage occurs; and (ii) the performance obligation is satisfied.

Sponsorships and event licensing for Mass Participation

        Event licensing fees include amounts charged to outside parties for the use of the Group's trade names for the purpose of conducting an event in a specific location. Sponsorships include amounts charged to outside parties to sponsor a specified individual race/event or series of races/events.

        Deliverables may include naming rights, the right to advertise the relationship, booth space, displays of the sponsor logo at events, commercial airtime, VIP passes, entry fees, value in kind or other similar event related deliverables.

        Sponsorship and event licensing revenue is typically recognized as the event takes place, except for commercial airtime provided in connection with certain sponsorship contracts, which is recognized when the airing occurs and digital benefits which is recognized over the estimated period of time that the digital benefits are provided to the outside party sponsoring the event.

        When considering whether the Group is the principal or agent in the sponsorships and event licensing arrangements, the Group has determined that, as holder of the events, it controls the right to sponsorships and event licenses prior to transfer of such rights to the customer. The Group is the primary obligor and contracts with its customers as the owner of the licenses. Additionally, the Group is free to negotiate what it can in establishing the price for the specified licensing arrangements.

F-18

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Rendering of Service

Media Production

        Performance obligations of revenue from media production include (i) host broadcast operations for major events and (ii) consulting and other services.

        For host broadcast operations, contracts for host broadcast operations may be structured either as a cost-plus contract or a general contractor contract (where the Group bears the financial risk of cost overruns). For host broadcast operations and consulting and other services, the Group provides its customers with an integrated service where the Group integrates goods or services that are used as inputs to produce the combined outputs specified by the customer. Costs incurred by the Group to procure such services are recorded as cost of sales.

        The satisfaction of the performance obligation of host broadcast operations depends on the number of host broadcast operations and on their timing. The performance obligation is satisfied over time when the events take place. The satisfaction of the performance obligation relating to consulting services is satisfied over time. Measurement of progress for media production contracts delivered over time is usually based on the number of events delivered under an output method or costs incurred under an input method and aligned with contractual agreements.

Events

        Events revenue consists of event entry fees, expo fees, amounts received from host cities and photo commissions. Entry fees include revenues generated from fees charged to event participants. Expo fees consist of rentals at the events by outside parties. Host city fees include amounts received from the city or local organizing committee to support the hosted event. Photo commissions represent revenue earned from an outside photography service for exclusive access to the Group's athletes on site at events. The satisfaction of the performance obligation depends on the number of events and on their timing and is satisfied as the events take place.

Other revenue

        Other revenue from contracts with customers primarily consists of those contracts with customers to generate revenue related to professional memberships, coaching certification programs, merchandise sales and contribution revenue. Revenue from memberships is recognized during the calendar year in which an athlete is registered to compete as a professional. For the coaching certification program, revenue is recognized over on a straight-line basis over time period when customers have access to the course materials.

        Merchandise sales consist of direct sales of apparel and other merchandises to customers. The satisfaction of performance obligation of these contracts is achieved when the products are delivered to the customers. Shipping costs incurred for merchandise shipped to customers are recorded as part of the cost of sales line item on the consolidated statements of profit or loss.

        Contribution revenue is recognized when an unconditional transfer is made.

F-19

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The incremental costs of obtaining a contract is recognized as an expense when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less.

Allocation of transaction price

        For certain contracts with customers that include multiple distinct performance obligations, total consideration is allocated to performance obligations using a relative stand-alone selling price basis. Generally, contracts with multiple distinct performance obligations sold by the Group include services which are satisfied over the same period of time, and the amount and timing of revenue recognition is not impacted by the allocation of transaction price.

Variable consideration

        Certain contracts with customers include variable consideration contingent on the Group's overall performance on the contract. The Group estimates the amount of variable consideration that the Group will be entitled to and that will be included in the transaction price to the extent that it is highly probable that a significant reversal in the cumulative amount of revenue recognized will not occur when the uncertainty is resolved.

Consideration payable to the customer

        When the Group sells media or marketing rights, the Group may pay a signing fee to the rights holder. Such fees paid to the rights holder are considered consideration payable to the customer and recorded as a reduction of transaction price.

Significant financing component

        The Group receives short-term and long-term advances from its customers. Using the practical expedient in IFRS 15, the Group does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised services or goods to the customer and when the customer pays for that services or goods will be one year or less.

        The difference between the promised consideration and the cash selling price of the services or goods has not been adjusted as well, if such difference arises for reasons other than the provision of finance to either the customer or the Group, and the difference between those amounts is proportional to the reason for the difference. For example, the payment terms might provide the Group or the customer with protection from the other party failing to adequately complete some or all of its obligations under the contract.

        The Group also receives long-term advances from customers in some circumstances. The transaction price for such contracts is discounted, using the rate that would be reflected in a separate financing transaction between the Group and its customers at contract inception, to take into consideration the significant financing component.

F-20

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Contract balances

Contract assets

        A contract asset is the right to consideration in exchange for services or goods transferred to the customer. If the Group performs by transferring services or goods to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional.

Trade receivables

        A receivable represents the Group's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section o) Financial instruments—initial recognition and subsequent measurement in 2018.

Contract liabilities

        A contract liability is the obligation to transfer services or goods to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers services or goods to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract.

Assets and liabilities arising from rights of return

Refund liabilities

        A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is measured at the amount the Group ultimately expects it will have to return to the customer. Returns are immaterial for the Group for all years presented.

e)

Revenue recognition before January 1, 2018

        The Group generates revenue primarily from sale of rights, rendering of service and other revenue. Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is received. Revenue is recognized at the fair value of the consideration received or receivable, considering contractually defined terms of payment and excluding taxes.

Sale of rights

        Sale of rights mainly includes revenue from selling media (television, new media, etc.) and marketing rights, event licensing fees as well as product licensing and sponsorships. For sale of media and marketing rights where the Group controls the underlying rights and the events are held on single or multiple days, revenues and direct costs are recognized when the event is completed. If the rights sold cover a series of events which take place throughout a period (year, season or series), revenues and direct costs are

F-21

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

allocated proportionally to the individual events and recognized in the consolidated statements of profit or loss when the individual event takes place.

        Minimum sales guaranteed to commercial rights owners in agency contracts are disclosed as contingent liabilities and reduced by continued sales progress in meeting commitments vis à vis commercial rights owners.

Media and Marketing Rights

        For sale of media and marketing rights where the Group is acting as an agent of the rights' holder, revenue is recognized when the commission is earned and when it is probable that the economic benefits associated with the transaction will flow to the entity, typically when cash is received from the end customer. Such revenues are presented under "other revenues" in the consolidated statement of profit or loss.

Event-licensing

        Event-licensing fees include amounts charged to outside parties for the use of the Group's trade names for the purpose of conducting an event in a specific location.

Product licensing

        Product licensing consists of royalties earned on licensed product sales. Contractually guaranteed payments are recognized evenly over the period to which they relate. Amounts earned in excess of the contractually guaranteed amounts are recognized in the period in which the amount can be reliably measured. This typically occurs in the period in which the sale of the licensed product exceeds the minimum level. Royalties earned on the sale of products, for which there is no minimum, are earned in the month of sale of the licensed products when the amounts can be reliably measured.

Sponsorships

        Sponsorships include amounts charged to outside parties to sponsor a specified individual race/event or series of races/events. Deliverables may include naming rights, the right to advertise the relationship, booth space, displays of the sponsor logo at events, commercial airtime, VIP passes, entry fees, value in kind or other similar event related deliverables. Sponsorship revenue is typically recognized upon the completion of the related event, except for commercial airtime provided in connection with certain sponsorship contracts, which is recognized when the airing occurs.

Revenue from services

        Revenue from services mainly includes revenue from media production and events.

Media Production

        For short-term projects with a duration of less than one year or when not related to a specified event, revenues are recognized after the full delivery of the services while revenues for services relating to an event are recognized after the completion of the event.

F-22

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        For long-term contracts, the Group recognizes revenues either on a straight-line basis over the service period or on the basis of the percentage of completion, using the cost to cost method, depending on the nature of the transaction and the contractual agreement.

Events

        Event revenue consists primarily of event entry fees, expo fees, amounts received from host cities and photo commissions. Entry fees include revenues generated from fees charged to event participants. Expo fees consist of rentals at the events by outside parties. Host city fees include amounts received from the city or local organizing committee to support the hosted event. Photo commissions represent revenue earned from an outside photography service for exclusive access to the Group's athletes on site at events. Event revenues are recognized upon completion of the event when all substantial related services have been provided and all other revenue recognition criteria have been met.

Other revenue

        Other revenue primarily consists of revenue related to professional memberships, coaching certification programs, contribution revenue and merchandise sales. Revenue for memberships is recognized during the calendar year in which an athlete is registered to compete as a professional. For the coaching certification program, individuals pay a fee to enroll in a course and revenue is recognized on a straight-line basis over the time period they have access to the course materials. Contribution revenue is recorded when an unconditional transfer is made.

        Merchandise sales consist of the direct sale of apparel and other merchandise to customers. Merchandising revenue is recognized, netting of allowance for returns, at point of sales or, if shipping is required, when the products are delivered to the customers. Returns are immaterial for all years presented. Shipping costs incurred for merchandise shipped to customers are recorded as part of the cost of sales line item on the consolidated statement of profit or loss.

f)

Government grants

        Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset.

        When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual installments.

g)

Taxes

Current income tax

        Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that

F-23

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.

        Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

        Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

        Deferred tax liabilities are recognized for all taxable temporary differences, except:

•

When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

•

In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

        Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

•

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

•

In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

        The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

        Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

        Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

F-24

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognized subsequently if information about facts and circumstances changes. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognized in consolidated statement of profit or loss.

        The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Sales tax

        Expenses and assets are recognized net of the amount of sales tax, except:

•

When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable

•

When receivables and payables are stated with the amount of sales tax included

        The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

h)

Segment reporting

        Based on the criteria established by IFRS 8 "Operating segment", the Group's chief operating decision maker ("CODM") has been identified as the Executive Committee, who reviews consolidated results when making decisions about allocating sources and assessing the performance of the Group. The Group has three reporting segments, namely Mass Participation, Spectator Sports and Digital, Production, Sports Solutions ("DPSS").

i)

Foreign currencies

        The Group's consolidated financial statements are presented in EUR, which is also the parent company's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

i) Transactions and balances

        Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

        Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

F-25

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        Differences arising on settlement or translation of monetary items are recognized in consolidated statement of profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in consolidated statement of profit or loss.

        Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

        The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).

ii) Group companies

        On consolidation, the assets and liabilities of foreign operations are translated into EUR at the rate of exchange prevailing at the reporting date and their consolidated statement of profit or loss are translated at average exchange rates of the reporting periods. The exchange differences arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.

        Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

j)

Cash dividend

        The Group recognizes a liability to pay a dividend when the distribution is authorized and the distribution is no longer at the discretion of the Group. As per the articles of association of the Company, a distribution is authorized by ordinary resolution of the Company. A corresponding amount is recognized directly in equity.

k)

Property, plant and equipment

        Plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in consolidated statement of profit or loss as incurred. Projects in progress are stated at cost, net of accumulated impairment losses, if any.

F-26

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

• Office and IT equipment	1 to 7 years
• Machinery, equipment and vehicle	3 to 6 years
• Media production equipment	5 years
• Leasehold improvements	shorter of lease term and life of asset

        An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of profit or loss when the asset is derecognized.

        The useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

l)

Leases applicable from January 1, 2018

        The Group has early applied IFRS 16 using the modified retrospective approach applicable to contracts entered into before January 1, 2018.

Right-of-use of lease assets

        At inception of the contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Group assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

        The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

        The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-to-use asset and the end of the lease term. The estimated useful life is determined on the same basis as those of property, plant and equipment.

Lease liability

        Lease liability is initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the Group incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed lease payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option that the Group is reasonably certain to exercise.

F-27

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        Lease liability is measured at amortized cost using the effective interest rate method. It is remeasured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Group assessment of option purchases, contract extensions or termination options.

Short-term leases and leases of low value assets

        The Group has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. Lease payments associated with these leases are expensed as incurred.

m)

Leases before January 1, 2018

        The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that asset is (or those assets are) not explicitly specified in an arrangement.

Group as a lessee

        A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease.

        An operating lease is a lease other than a finance lease. Operating lease payments are recognized as an operating expense in the consolidated statement of profit or loss on a straight-line basis over the lease term.

n)

Intangible assets

        Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

        The useful lives of intangible assets are assessed as either finite or indefinite.

        Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statement of profit or loss in the expense category that is consistent with the function of the intangible assets.

F-28

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

        Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of profit or loss when the asset is derecognized.

Trade names

        Trade names are recognized based on the purchase price allocations for acquisitions of subsidiaries. The Group's trade names have 3 years or indefinite useful lives based on the expected usage of the asset by the Group. The Group has no plans to retire any of its trade names at any point in the foreseeable future.

Customer relationships

        Customer relationships are recognized based on the purchase price allocations for acquisitions of subsidiaries. The Group's customer relationships useful life period is 3 to 19 years based on the expected usage of the asset by the Group. The Group has no plans to retire any of its customer relationships at any point in the foreseeable future.

        A summary of the policies applied to the Group's intangible assets is as follows:

• Trade names	3 years or indefinite lives
• Customer relationships	3 to 19 years
• Software Other intangible assets, mainly including:	1 to 5 years
• Brand	1 to 15 years
• Media rights	4 years
• Reacquired rights	Remaining license period
• Covenants not to compete	Life of the covenant
• Licenses and contracts	Over the lifetime of the contracts, up to 10 years

o)

Financial instruments applicable from January 1, 2018

        A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i)

Financial assets

Initial recognition and measurement

        Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income and fair value through profit or loss.

F-29

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15. Refer to Note 2.3 d) Revenue from contracts with customers, applicable from January 1, 2018.

        In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

        The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

        Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

        For the purpose of subsequent measurement, financial assets are classified in three categories:

•

Financial assets at amortized cost (debt instruments);

•

Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments);

•

Financial assets at fair value through profit or loss.

Financial assets at amortized cost (debt instruments)

        The Group measures financial assets at amortized cost if both of the following conditions are met:

•

The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and

•

The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

        Financial assets at amortized cost are subsequently measured using the effective interest ("EIR") method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

        This category is the most relevant to the Group and mainly including trade and other receivables, accrued income, and contract assets.

F-30

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Financial assets designated at fair value through OCI (equity instruments)

        As part of its development strategy, the Group might invest in the share capital of selected companies with the aim to develop new business opportunities and increase the range of products and services available to its customers.

        When certain conditions are met and upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI. The classification is determined on an investment by investment basis.

        Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as financial income in the consolidated statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

        The Group elected to classify irrevocably certain of its non-listed equity investments under this category based on its development strategy.

Financial assets at fair value through profit or loss

        Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

        Financial assets at fair value through profit or loss are carried in the consolidated statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss.

        This category includes derivative instruments and listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI.

Derecognition

        A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group's consolidated statement of financial position) when:

•

The rights to receive cash flows from the asset have expired; or

•

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and

F-31

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

        When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

        Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

        Further disclosures relating to impairment of financial assets are also provided in the other operating expenses (see note 12) and trade and other receivables (see note 29).

        The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

        ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

        For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has individually assessed the recoverability risk for overdue receivables which is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment on a quarterly basis.

ii)

Financial liabilities

Initial recognition and measurement

        Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as an effective hedge, as appropriate.

F-32

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

        The Group's financial liabilities include trade and other payables, interest-bearing liabilities, and derivative financial instruments.

Subsequent measurement

        The measurement of financial liabilities depends on their classification as described below:

Financial liabilities at fair value through profit or loss

        Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

        Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments that are not designated as hedging instruments in hedge relationships as defined by IFRS 9, and contingent considerations entered into by the Group. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the consolidated statements of profit or loss.

        Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss, except for contingent considerations and liabilities from business combination.

Loans and borrowings

        After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

        Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the consolidated statements of profit or loss.

        This category generally applies to interest-bearing loans and borrowings. For more information, refer to note 25.

Derecognition

        A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statements of profit or loss.

F-33

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

iii)

Offsetting of financial instruments

        Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

p)

Financial instruments—before January 1, 2018

        A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i)

Financial assets

Initial recognition and measurement

        Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, loans and receivables, derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial assets are recognized initially at fair value. In the case of financial assets not recorded at fair value through profit or loss, financial assets are measured at fair value plus transaction costs that are attributable to the acquisition of the financial asset.

        Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

        For the purpose of subsequent measurement, financial assets are classified in two categories:

•

Loans and receivables

•

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss

        Financial assets at fair value through profit or loss include financial assets designated upon initial recognition at fair value through profit or loss and derivative financial instruments not used in cash flow hedge. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39. Financial assets at fair value through profit or loss are carried in the consolidated statement of financial position at fair value. Net changes in fair value of financial assets at fair value through profit or loss, excluding the derivative financial instruments, are presented as other operating expenses, or other operating income in the consolidated statement of profit or loss, while changes in fair value of derivative financial instruments are presented as financial results in the consolidated statement of profit or loss.

        Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and

F-34

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

the host contracts are not held for trading or designated at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.

Loans and receivables

        Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such financial assets are subsequently measured at amortized cost using the EIR method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the consolidated statement of profit or loss. The losses arising from impairment are recognized in the consolidated statement of profit or loss in finance costs for loans and in selling, office and administrative expenses.

        This category generally applies to trade and other receivables. For more information on receivables, refer to note 29.

Derecognition

        A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group's consolidated statement of financial position) when:

•

The rights to receive cash flows from the asset have expired

Or

•

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

        When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

        Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

F-35

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Impairment of financial assets

        Further disclosures relating to impairment of financial assets are also provided in the other operating expenses (see note 12) and trade and other receivables (see note 29).

        The Group assesses, at each reporting date, whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event'), has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

Financial assets carried at amortized cost

        For financial assets carried at amortized cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment.

        The amount of any impairment loss identified is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset's original EIR.

        The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in the consolidated statement of profit or loss. Interest income (recorded as finance income in the consolidated statement of profit or loss) continues to be accrued on the reduced carrying amount using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans, together with the associated allowance, are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to finance costs in the consolidated statement of profit or loss.

        Future interest income continues to be accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in the consolidated statement of profit or loss, the impairment loss is reversed through the consolidated statement of profit or loss.

F-36

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

ii)

Financial liabilities

Initial recognition and measurement

        Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

        All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

        The Group's financial liabilities include trade and other payables, interest-bearing liabilities, and derivative financial instruments.

Subsequent measurement

        The measurement of financial liabilities depends on their classification as described below:

Financial liabilities at fair value through profit or loss

        Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

        Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments that are not designated as hedging instruments in hedge relationships as defined by IAS 39, and contingent considerations entered into by the Group. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognized in the consolidated statement of profit or loss.

        Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IAS 39 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss, except for contingent considerations and liabilities from business combination.

Loans and borrowings

        After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

        Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the consolidated statement of profit or loss.

        This category generally applies to interest-bearing loans and borrowings. For more information, refer to note 25.

F-37

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

Derecognition

        A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statement of profit or loss.

iii)

Offsetting of financial instruments

        Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

q)

Derivative financial instruments and hedge accounting—applicable from January 1, 2018

Initial recognition and subsequent measurement

        The Group uses derivative financial instruments, such as forward currency contracts, and interest rate swaps, to hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

        Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognized in OCI and later reclassified to profit or loss when the hedge item affects profit or loss.

        For the purpose of hedge accounting, hedges are classified as:

•

Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment.

•

Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment.

•

Hedges of a net investment in a foreign operation.

        At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge.

        Beginning January 1, 2018, the documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge

F-38

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness requirements:

•

There is 'an economic relationship' between the hedged item and the hedging instrument;

•

The effect of credit risk does not 'dominate the value changes' that result from that economic relationship;

•

The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.

        Hedges that meet the strict criteria for hedge accounting are accounted for as described below:

Cash flow hedges

        The effective portion of the gain or loss on the hedging instrument is recognized in OCI in the cash flow hedge reserve, while any ineffective portion is recognized immediately in the consolidated statements of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.

        Amounts accumulated in equity are recognized in the consolidated statement of profit or loss in the same reporting period when the hedged item affects profit or loss.

        When a derivative financial instrument is used to hedge the foreign exchange exposure of a recognized monetary assets or liability, no hedge accounting is applied and any gain or loss arising on the changes in fair value of the hedging instrument is recognized in profit or loss.

r)

Derivative financial instruments and hedge accounting before January 1, 2018

Initial recognition and subsequent measurement

        The Group uses derivative financial instruments, such as forward currency contracts, and interest rate swaps, to hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

        Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognized in OCI and later reclassified to profit or loss when the hedge item affects profit or loss.

        For the purpose of hedge accounting, hedges are classified as:

•

Fair value hedges when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment

•

Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognized firm commitment

•

Hedges of a net investment in a foreign operation

F-39

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument's fair value in offsetting the exposure to changes in the hedged item's fair value or cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

        Hedges that meet the strict criteria for hedge accounting are accounted for as described below:

Cash flow hedges

        The effective portion of the gain or loss on the hedging instrument is recognized in OCI in the cash flow hedge reserve, while any ineffective portion is recognized immediately in the consolidated statement of profit or loss.

        The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions as well as fair value cross currency and interest rate swaps to reduce the exposure to variability in future cash flows caused by changes in the benchmark interest rate. The ineffective portion relating to hedge instruments mentioned above are recognized in the consolidated statement of profit or loss in the same reporting period when the hedged item affects profit or loss.

        Amounts recognized as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognized or when a forecast sale occurs.

        If the hedging instrument expires or is sold, terminated or exercised without replacement or roll over (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognized in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.

s)

Inventories

        All inventories are finished goods and consist of merchandise to be sold at events and online.

        The Group uses the lower of cost (determined on an average cost method) or net realizable value to determine the cost of merchandise inventories. The Group identifies potentially slow-moving and obsolete inventories through physical counts, monitoring of inventories on hand, and specific identification, and makes adjustments to net realizable value as necessary.

t)

Impairment of non-financial assets

        Further disclosures relating to impairment of non-financial assets are also provided in the following notes:

•

Disclosures for significant judgements, estimates and assumptions, note 3

F-40

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

•

Goodwill and intangible assets with indefinite lives, note 23.

        The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or CGU's fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

        In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

        The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Group's CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years, unless a longer period can be justified. A long-term growth rate is calculated and applied to project future cash flows after the terminal year of the forecast period.

        Impairment losses are recognized in the consolidated statement of profit or loss in expenses.

        For assets excluding goodwill and intangible assets with indefinite lives, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profit or loss.

        Goodwill is tested for impairment annually as at December 31 and when circumstances indicate that the carrying value may be impaired.

        Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future periods.

        Intangible assets with indefinite useful lives are tested for impairment annually as at December 31 at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

F-41

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

u)

Cash and short-term deposits

        Cash and short-term deposits in the consolidated statement of financial position comprise cash at banks and on hand and short-term deposits with original maturities of three months or less, which are subject to an insignificant risk of changes in value.

        For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.

v)

Provisions

        Provisions are recognized when the Group has a present constructive or legal obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The amounts recognized represent management's best estimate of the expenditures that will be required to settle the obligation as at each reporting date.

        If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money and, where appropriate, the risk specific to the liability.

        Provisions are reviewed at the reporting date and adjusted to reflect the current best estimate.

w)

Pensions and other termination benefits

        The Group maintains various employee benefit plans, including both defined contribution and defined benefit plans. For defined contribution plans, the contributions are recognized as an expense when the employee has rendered the associated service.

        For defined benefit plans, the liability recognized in the consolidated statement of financial position is the present value of the defined benefit obligations less the fair value of the plan assets. The liability is calculated using the projected unit credit method, with independent actuarial valuations being carried out at the end of each reporting period. All changes in the net defined benefit liability are recognized as they occur as follows:

        Recognized in the consolidated statement of profit or loss:

•

Current and past service costs

•

Settlement gains or losses

•

Net interest on the net defined liability

        Recognized in other comprehensive income:

•

Actuarial gains and losses

•

Return on plan assets, less interest on plan assets

•

Any change in the effect of the asset ceiling

F-42

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        Net interest on the net defined benefit liability is comprised of interest income on plan assets, interest cost on the defined benefit obligations and interest on the effect of the limit on the recognition of pension assets. The net interest is calculated using the same discount rate that is used in calculating the defined benefit obligations, applied to the net defined liability at the start of the period, taking account of any changes from contributions or benefit payments.

        Pension assets and liabilities in different defined benefit plans are not offset unless the Group has a legally enforceable right to use the surplus in one plan to settle obligations in the other plan.

        The Group also has termination benefits which are recognized as a liability and expenses when it can no longer withdraw the offer of those benefits.

        Provisions for termination benefits are included in long-term payroll payable on the Group's consolidated statement of financial position based on the period in which the benefits are expected to be paid.

x)

Share-based payments

        Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration.

Equity-settled transactions

        The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using appropriate valuation methodology, further details of which are given in note 35.

        That cost is recognized in personnel expense (see note 14), together with a corresponding increase in equity (reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the consolidated statement of profit or loss for a period represents the movement in cumulative expense recognized from the beginning to end of that period.

        Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

        No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

F-43

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

        The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share (further details are given in note 18).

Cash-settled transactions

        A liability is recognized for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognized in personnel expense (see note 14). The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value of the stock on the date of grant was determined using a weighted combination of a market approach and an income approach, less a discount for lack of marketability. The fair value of the put option was calculated using the valuation modeling, such as the Black-Scholes model. The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.

2.4   Changes in accounting policies and disclosures

        The Group has applied IFRS 15, IFRS 9, and IFRS 16 since January 1, 2018. The nature and effect of the changes as a result of the adoption of these new accounting standards are described below.

        Several other amendments and interpretations apply for the first time in 2018, but do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective except for IFRS 16.

        IFRS 15 Revenue from Contracts with Customers supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers.

        IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring services or goods to a customer.

        IFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard requires extensive disclosures.

        The Group adopted IFRS 15 using the modified retrospective method of adoption. The cumulative effect of initially applying the new standard was recognized on the day of initial application and prior periods will not be retrospectively adjusted.

F-44

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The effect of adopting IFRS 15 as at January 1, 2018 is, as follows:

	Reference	January 1, 2018
Assets
Accrued income	a,c		(48,030	)
Contract assets	a		48,703
Total current assets			673
Accrued income	a,c		(300	)
Contract assets	a		300
Deferred tax asset	d		(238	)
Total non-current assets			(238	)
Total assets			435
Liabilities
Deferred income	b		(192,717	)
Contract Liabilities	b,c		192,289
Total current liabilities			(428	)
Deferred income	b		(18,160	)
Contract liabilities	b.c		18,160
Total non-current liabilities			—
Equity
Accumulated deficit	c		914
Reserve	c		(51	)
Total equity			863
Total liabilities and equity			435

        The nature of these adjustments is described below:

a)

Before adoption of IFRS 15, the Group recognized accrued income, even if the receipt of the total consideration was conditional on successful completion of goods or services in the contract. Under IFRS 15, any earned consideration that is conditional should be recognized as a contract asset rather than an accrued income. Therefore, upon the adoption of IFRS 15, the Group reclassified €49,003 of accrued income as contract assets in total as at January 1, 2018.



b)

Before the adoption of IFRS 15, the Group presented these advances which are project related as deferred income in the consolidated statement of financial position on the advances received. Under IFRS 15, the Group presented those advances as contract liabilities. Therefore a reclassification of € 210,877 in total was made as at January 1, 2018.



c)

The Group allocated sponsorship benefits over period during which the services were provided. The Group accelerated recognition of certain digital benefits to periods prior to the event at an amount of €914 in retained earnings, as well as an increase of accrued income €672, and a

F-45

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

decrease of €427 of contract liabilities as at January 1, 2018. The losses on foreign exchange differences on such impact was €51 which was booked into other comprehensive income as at January 1, 2018.

d)

The Group recognized the related deferred tax impact for the adjustment c) illustrated as above.

        Set out below are the amounts by which each financial statement line item is affected as at and for the year ended December 31, 2018 as a result of the adoption of IFRS 15. The adoption of IFRS 15 did not have a material impact on the Group's operating, investing and financing cash flows. The first column shows amounts prepared under IFRS 15 and the second column shows what the amounts would have been had IFRS 15 not been adopted:

	Reference	Under IFRS15			Under IAS18
		€			€
Revenue	a,b		1,129,186			1,131,702
Cost of sales	a,b		(763,793	)		(766,564	)
Gross profit			365,393			365,318
Profit/(loss) before tax			72,967			72,712
Income tax	c		(18,955	)		(19,058	)
Profit/(loss) for the year			54,012			53,654
Attributable to:
Equity holders of the parent			51,646			51,288
Non-controlling interests			2,366			2,366
			54,012			53,654

F-46

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

2.4   Changes in accounting policies and disclosures

	Reference	Under IFRS 15			Under IAS 18
ASSETS
CURRENT ASSETS
Accrued income	d		6,474			44,778
Contract assets	d		39,714			—
NON-CURRENT ASSETS
Contract assets	e		9,077			—
Accrued income	e		—			9,077
Deferred tax assets	c		24,562			24,703
TOTAL ASSETS			1,882,511			1,881,242
LIABILITIES
CURRENT LIABILITIES
Deferred income	e		7			185,686
Contract liabilities	e		185,681			—
NON-CURRENT LIABILITIES
Deferred income	e		10			—
Contract liabilities	e		13,485			13,495
TOTAL LIABILITIES			1,891,526			1,891,524
EQUITY
Reserves	c		(1,321,685	)		(1,321,680	)
Accumulated deficit	a,b,c		(207,566	)		(208,838	)
Equity/(deficit) attributable to equity holders of the parent			(8,435	)		(9,702	)
Total equity/(deficit)			(9,015	)		(10,282	)
Total liabilities and equity			1,882,511			1,881,242

        The nature of the adjustments as at January 1, 2018 and the reasons for the major changes in the consolidated statement of financial position as at December 31, 2018 and the statement of profit or loss for the year ended December 31, 2018 are described below:

a)

The Group previously typically recognized digital benefits revenue upon the completion of the related event. Under IFRS 15, digital benefits is recognized over the estimated period of time that the digital benefits are provided to the outside party sponsoring the event. The differences of the revenue recognition on such benefit contributed approximately €254 to the Group's revenue for the year.



b)

The Group previously recognized some of the commission paid to the customer as a cost under IAS 18. After adoption of IFRS 15, the Group has recognized such commission as a payment to

F-47

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

the customer which is recognized as a deduction in revenue. Such impact leads to a decrease in revenue of €2,770 under IFRS 15 compared with the accounting treatment under IAS 18.

c)

The Group recognizes related tax impact regarding the adjustments a) and b) mentioned above, as well as the foreign exchange differences in other comprehensive income for the year ended December 31, 2018.



d)

Before adoption of IFRS 15, the Group recognized accrued income, even if the receipt of the total consideration was conditional on successful completion of installation services. Under IFRS 15, any earned consideration that is conditional should be recognized as a contract asset rather than an accrued income.



e)

Before the adoption of IFRS 15, the Group presented these advances which are project related as deferred income in the consolidated statement of financial position on the advances received. Under IFRS 15, the Group presented those advances as contract liabilities.

The change did not have a material impact on OCI for the period. The impact on the consolidated statement of cash flows for the year ended December 31, 2018 only relates to the changes in profit before tax from continuing operations, certain adjustments to reconcile profit before tax to net cash flows from operating activities, and working capital adjustments. However, there was no impact on the net cash flows from operating activities. The cash flows from investing and financing activities were not affected.

IFRS 9 Financial Instruments

        IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after January 1, 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment: and hedge accounting. The Group did not restate comparative information and recognize any transition adjustments against the opening balance of equity at January 1, 2018.

        The effect of adopting IFRS 9 is, as follows:

Current Assets	Reference	January 1, 2018
Trade and other receivables	a		(512	)
Accrued income	a		(210	)
Non-Current Assets
Deferred tax asset	b		26
Equity
Reserves	a		(25	)
Accumulated deficit	b		(671	)

        The nature of these adjustments are described below:

a)

The adoption of IFRS 9 has fundamentally changed the Group's accounting for impairment losses for financial assets by replacing IAS 39's incurred loss approach with a forward-looking expected credit loss approach. IFRS 9 requires the Group to recognize an allowance for ECL for

F-48

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

all debt instruments not held at fair value through profit or loss and contract assets. Upon adoption of IFRS 9 the Group recognized additional impairment on the Group's Trade and other receivables and contract assets of €722 which resulted in a decrease in retained earnings as at January 1 2018.

	Allowance for impairment under IAS 39 as at December 31, 2017			Remeasurement			ECL under IFRS 9 as at January 1, 2018
	€			€			€
Trade and other receivables		(15,563	)		(512	)		(16,075	)
Accrued income under IAS 39/ Contract Assets under IFRS 9		—			(210	)		(210	)
		(15,563	)		(722	)		(16,285	)

b)

The Group recognized corresponding tax differences as well as the foreign exchange differences for the adjustment a) as mentioned above.

        The classification and measurement requirements of IFRS 9 did not have a significant impact on the Group. The Group has not designated any financial liabilities as at fair value through profit or loss, except for the contingent consideration and liabilities through business combination. There are no changes in classification and measurement for the Group's financial liabilities.

        In summary, upon the adoption of IFRS 9, the Group had the following required or elected reclassifications as at January 1, 2018.

			IFRS 9 Measurement Category
			Fair value through profit or loss		Amortize cost		Fair value through OCI
	€		€		€		€
IAS 39 measurement category
Loans and receivables
Trade and other receivables*		276,153		—		275,641		—
Accrued Income*		60,579		—		60,369		—

*

The change in the carrying amount is a result of additional impairment allowance and the reclassification of certain accrued income, where the right to consideration is unconditional and only passage of time is required before payment is done. See the discussion on impairment as above.

IFRS 16 Leases

        IFRS 16 Leases replaces IAS 17 and related interpretations and is applicable from January 1, 2019. The Group decided to early adopt the new standard from January 1, 2018.

F-49

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The standard sets out new principles for recognition, measurement, presentation and disclosure of leases. The standard provides a single lessee accounting model that requires lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The main impact for the Group relates to the recognition of new assets and liabilities for its property lease agreements. In addition, the nature of the expenses related to those leases will now change as IFRS 16 replaces the straight-line operating lease expenses with a depreciation charge for right-of-use assets and interest expenses on lease liabilities.

        The Group adopted IFRS 16 using the modified retrospective method. A cumulative catch up adjustment arising from the application of the new standard was recognized in equity as of January 1, 2018 and therefore comparative figures have not been restated. The Group has elected to recognize lease payments for certain short-term leases (contract duration within 12 months) and certain low value leases, on a lease-by lease basis, as expense on a straight line basis over the lease term.

        The difference between the operating lease commitments applying IAS 17 as at December 31, 2017 and lease liabilities recognized in the consolidated statement of financial position as at January 1, 2018, the date of initial application of IFRS 16 by the Group is mainly due to discounting of future lease payments, reclassification of accrued lease expenses to lease liabilities and the election not to recognize lease liabilities for certain leases for which the lease term ends within 12 months of the date of initial application.

        The lease liabilities were discounted at a discount rate of 1.56%~6.21% on January 1, 2018.

F-50

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The impact on the opening balance of the consolidated statement of financial position was shown as below:

Assets	January 1, 2018
Other assets		70
Total current assets		70
Rights of use assets		42,590
Deferred tax assets		6,769
Total non-current assets		49,359
Total assets		49,429
Liabilities
Accrued expenses		(563	)
Provision		(1,139	)
Total current liabilities		(1,702	)
Lease liabilities		45,312
Deferred tax liabilities		7,033
Provision		(1,504	)
Total non-current liabilities		50,841
Equity
Accumulated deficit		313
Reserves		(17	)
Non-controlling interest		(6	)
Total equity		290
Total liabilities and equity		49,429

IFRIC Interpretation 22 Foreign Currency Transactions and Advance Considerations

        The Interpretation clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the date of the transactions for each payment or receipt of advance consideration. This interpretation does not have any impact on the Group's consolidated financial statements.

Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions

        The IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax

F-51

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The Group's accounting policy for cash-settled share based payments is consistent with the approach clarified in the amendments. In addition, the Group has no share-based payment transaction with net settlement features for withholding tax obligations and had not made any modifications to the terms and conditions of its share-based payment transaction. Therefore, these amendments do not have any impact on the Group's consolidated financial statements.

Amendments to IAS 28 Investments in Associates and Joint Ventures—Clarification that measuring investees at fair value through profit or loss is an investment-by-investment choice

        The amendments clarify that an entity that is a venture capital organization, or other qualifying entity, may elect, at initial recognition on an investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss. If an entity that is not itself an investment entity, has an interest in an associate or joint venture that is an investment entity, then it may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate's or joint venture's interests in subsidiaries. This election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associates or joint venture is initially recognized; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associates or joint venture first becomes a parent. These amendments do not have any impact on the Group's consolidated financial statements.

2.5   Standards issued but not yet effective

        The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below.

F-52

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

        The Group intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

• Amendments to IFRS 10 and IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture2
• IFRIC Interpretation 23	Uncertainty over Income Tax Treatments1
• Amendments to IAS 19	Plan Amendment, Curtailment or Settlement1
• Amendments to IAS 28	Long-term Interests in Associates and Joint Ventures1
• Annual Improvements 2015-2017 Cycle	Amendments to IFRS 3, IFRS 11, IAS 12, and IAS 231
• IFRS 17	Insurance Contracts4
• Amendments to IAS 1 and IAS 8	Definition of Material3
• Amendments to IFRS 3	Definition of a Business3

1

Effective for annual periods beginning on or after January 1, 2019

2

No mandatory effective date yet determined but available for adoption

3

Effective for annual periods beginning on or after January 1, 2020

4

Effective for annual periods beginning on or after January 1, 2021

        Further information about those IFRS that are expected to be applicable to the Group is described below:

Amendment to IFRS 10 and IAS 28

        Amendments to IFRS 10 and IAS 28 address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognized in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognized only to the extent of unrelated investors' interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Group will apply these amendments when they become effective.

IFRIC Interpretation 23

        The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 and does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:

•

Whether an entity considers uncertain tax treatments separately

•

The assumptions an entity makes about the examination of tax treatments by taxation authorities

F-53

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

2. Significant accounting policies (Continued)

•

How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

•

How an entity considers changes in facts and circumstances

        An entity must determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The Interpretation is effective for annual reporting periods beginning on or after January 1, 2019, but certain transition reliefs are available. The Group will apply Interpretation from its effective date. Since the Group operates in a complex multinational tax environment, applying the Interpretation may affect its consolidated financial statements and the required disclosures. In addition, the Group may need to establish processes and procedures to obtain information that is necessary to apply the Interpretation on a timely basis.

Amendments to IAS 1 and IAS 8

        IASB has issued "Definition of Material (Amendments to IAS 1 and IAS 8)" to clarify the definition of material and to align the definition used in the Conceptual Framework and the standards themselves. The amendments are effective for annual reporting periods beginning on or after 1 January, 2020. The amendments are not expected to have any significant impact on the Group's financial statements.

Amendments to IFRS 3

        On October 22, 2018, IASB issued "Definition of a Business (Amendments to IFRS 3)" aimed at resolving the difficulties that arise when an entity determines whether it has acquired a business or a group of assets. The amendments are effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The amendments are not expected to have any significant impact on the Group's financial statements.

3. Significant accounting judgements, estimates and assumptions

        The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

        Other disclosures relating to the Group's exposure to risks and uncertainties include:

•

Capital management, see note 5

•

Financial instruments risk management and policies, see note 27

•

Sensitivity analyses disclosures, see note 27

F-54

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

3. Significant accounting judgements, estimates and assumptions (Continued)

        The key judgements, estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

Revenue from contracts with customers

Principal versus agent considerations

        The Group enters into contracts with rights holders to sell, on their behalf, commercial rights to sponsors and broadcasters. The Group determined that it does not control the commercial rights before they are transferred to customers and it does not obtain benefits from the commercial rights.

        The following factors indicate that the Group is an agent in these contracts:

•

The Group is not primarily responsible for fulfilling the promise to provide commercial rights;

•

The Group has no discretion in establishing the pricing for such commercial rights;

•

The Group's consideration is in the form of a commission

Determining method to estimate variable consideration and assessing constraint

        Variable considerations need to be estimated and therefore contain a certain level of judgement. Agency agreements are likely to contain different commission rates depending on the level of sales achieved.

        A significant variable consideration exists for the agency agreement of some of the media sales, for which an average expected commission rate is calculated and applied to already contracted and cleared sales. The variable consideration is monitored for constraining factors such as judgement or actions of third parties and visibility on contracted sales. A contract asset is recognized for the part of variable consideration for which it is highly unlikely that a significant reversal of accumulated revenue occurs.

        A profit share constitutes a variable consideration and is assessed for constraining factors before recognition. In profit sharing agreements containing a cost recoupment mechanism, initial costs are deferred if visibility on future revenues confirms respective cost coverage.

Impairment of goodwill

        The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of goodwill at December 31, 2018 and 2017 was €677,326 and €639,531, respectively. See note 23 for further disclosures.

Impairment of non-financial assets (other than goodwill)

        The Group assesses whether there are any indicators of impairment for all non-financial assets at the end of each reporting period. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value

F-55

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

3. Significant accounting judgements, estimates and assumptions (Continued)

of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

Share-based payments

        Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. The Group initially measures the cost of cash-settled transactions with employees using the valuation modeling, such as Black-Scholes model to determine the fair value of the liability incurred. For cash-settled share-based payment transactions, the liability needs to be remeasured at the end of each reporting period up to the date of settlement, with any changes in fair value recognized in personnel expenses in the consolidated statement of profit or loss. This requires a reassessment of the estimates used at the end of each reporting period. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 35.

Taxes

        Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

        The Group had €19,590 and €24,297 of tax losses carried forward as at December 31, 2018 and 2017. These losses relate to subsidiaries that have a history of losses, do not expire, and may not be used to offset taxable income elsewhere in the Group. The subsidiaries neither have taxable temporary differences nor tax planning opportunities available that could partly support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it cannot recognize deferred tax assets on the tax losses carried forward. Further details on taxes are disclosed in note 17.

Defined benefit plans (pension benefits)

        The cost of the defined benefit pension plan and other termination benefits and the present value of the pension obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about these obligations are provided in note 34.

F-56

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

3. Significant accounting judgements, estimates and assumptions (Continued)

Fair value measurement of financial instruments

        When the fair values of financial assets and financial liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments.

        Contingent consideration, and liabilities resulting from business combinations, are valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on discounted cash flows. The key assumptions take the probability of meeting each performance target and the discount factor into consideration. For further disclosures, see note 10.

4. Segment information

        The Group has three reporting segments, including Mass Participation, Spectator Sports and DPSS.

        The Group's CODM assesses the performance of the reporting segments mainly based on segment revenue and gross profit of each reporting segment. Thus, the segment result presents revenues, cost of sales and gross profit for each segment, which is in line with CODM's performance review.

Mass Participation

        The Group generates revenues within the Mass Participation segment primarily from registration fees and other event fees (such as host city fees), and otherwise monetized intellectual property through event and product licensing, sponsorship, merchandising and media distribution.

        The Group's cost of sales for the Mass Participation segment primarily consists of merchandise costs, costs for outsourced services, costs directly linked to event organization, such as event labor costs that can be directly linked to particular events, event supplies costs, media expenses, equipment costs and other costs.

Spectator Sports

        The Group generates revenues within the Spectator Sports segment primarily from media distribution, sponsorship and marketing, commissions and agency fees in relation to football, winter sports and summer sports.

        The Group's cost of sales for the Spectator Sports segment primarily consists of acquisition costs for media rights, marketing and advertising rights, general event organization costs, media production costs, project related travel costs, project related consulting costs, advertisement material production costs, as well as costs for hospitality, purchase of tickets, and LED services.

F-57

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

4. Segment information (Continued)

DPSS

        The Group generates revenues within the DPSS segment primarily through providing various services (including digital media solutions, media and program production, host broadcasting, marketing services, event operations services, brand development services and advertising solutions) to rights owners and other stakeholders in the sports ecosystem.

        There were no material inter-segment sales during the periods presented. The revenues reported to the CODM are measured in a manner consistent with that applied in the consolidated statement of profit or loss.

        The Group's cost of sales for the DPSS segment primarily consists of media production costs, project related personnel costs, service and consulting costs, as well as other project related costs.

        The segment results for the years ended December 31, 2018, 2017 and 2016 are as follows:

December 31, 2018	Mass participation		Spectator Sports		DPSS		Adjustments and eliminations		Total
	€		€		€		€		€
Revenue
External customers		284,081		523,826		321,279		—		1,129,186
Total revenue		284,081		523,826		321,279		—		1,129,186
Cost of sales		183,225		315,664		264,904		—		763,793
Segment gross profit		100,856		208,162		56,375		—		365,393

December 31, 2017	Mass participation		Spectator Sports		DPSS		Adjustments and eliminations		Total
	€		€		€		€		€
Revenue
External customers		251,450		547,072		156,076		—		954,598
Total revenue		251,450		547,072		156,076		—		954,598
Cost of sales		161,168		349,018		113,907		—		624,093
Segment gross profit		90,282		198,054		42,169		—		330,505

December 31, 2016	Mass participation		Spectator Sports		DPSS		Adjustments and eliminations		Total
	€		€		€		€		€
Revenue
External customers		196,356		537,749		143,142		—		877,247
Total revenue		196,356		537,749		143,142		—		877,247
Cost of sales		121,486		375,514		102,980		—		599,980
Segment gross profit		74,870		162,235		40,162		—		277,267

F-58

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

4. Segment information (Continued)

        The reconciliation of segment gross profit to profit before income tax is shown in the consolidated statement of profit or loss.

Geographical information

        The Group's businesses operate across the world. For the years ended December 31, 2018 2017, and 2016, the geographic information on total revenues is as follows:

	2018		2017		2016
	€		€		€
Revenue from external customers
Europe		768,790		616,094		605,156
Asia		128,956		137,491		120,317
America		188,663		166,720		123,465
Oceania		23,530		20,905		19,900
Africa		19,247		13,388		8,409
Total		1,129,186		954,598		877,247

        As the Group conducts its business with non-current assets held in different geographical locations during the year, the necessary information to disclose the accurate geographical location of non-current assets is not available.

5. Capital management

        The Group's goal concerning capital management is to support the business with a sustainable capital basis and to safeguard the Group's ability to provide returns for members and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group manages its capital structure and adjusts it in light of changes in economic conditions. In order to maintain or adjust the capital structure, the Group may change the dividend payments to shareholders, extend loans, pay back capital to shareholders, issue new shares and take on or repay financial liabilities. The Group's management regularly reviews the capital structure, as well as the equity of the subsidiaries.

        The Group's capital structure is as follows:

	December 31, 2018			December 31, 2017
	€			€
Interest-bearing loans and borrowings		561,117			597,831
Income tax payable		31,009			19,071
Other financial liabilities/(assets), net		15,088			56,997
Long-term receivables		(6,271	)		(24,701	)
Cash and cash equivalents		(177,048	)		(230,419	)
Net debt		423,895			418,779

        In order to achieve the overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the banks to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest-bearing loans and borrowings in 2017 and 2018.

F-59

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information

Information about subsidiaries

        The consolidated financial statements of the Group mainly include:

			Direct % equity interest
Name	Principal activities	Country	As at December 31, 2018		As at December 31, 2017		As at December 31, 2016
World Endurance Holdings, Inc.	Sports & Events Services	United States		100.00		100.00		100.00
World Triathlon Corporation	Sports & Events Services	United States		100.00		100.00		100.00
Ironman Holdings I LLC	Sports & Events Services	United States		100.00		100.00		100.00
World Endurance Africa Holdings (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
IRONMAN 70.3 Durban (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
World Endurance South Africa (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
IRONMAN 70.3 South Africa (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
IRONMAN South Africa (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
IRONMAN 70.3 Cape Town (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
IRONMAN Epic Holdings (Pty) Ltd.	Sports & Events Services	South Africa		100.00		100.00		100.00
Grandstand Management (Pty) Ltd.1	Sports & Events Services	South Africa		100.00		100.00		—
Cape Epic (Pty) Ltd.1	Sports & Events Services	South Africa		100.00		100.00		—
World Endurance Holdings Australia Pty Ltd.	Sports & Events Services	Australia		100.00		100.00		100.00
World Endurance Asia Pacific Pty Ltd.	Sports & Events Services	Australia		100.00		100.00		100.00
IRONMAN New Zealand Limited	Sports & Events Services	New Zealand		100.00		100.00		100.00
IRONMAN Endurance Asia Pte. Ltd.	Sports & Events Services	Singapore		100.00		100.00		100.00
IRONMAN (Asia) Pte. Ltd.	Sports & Events Services	Singapore		100.00		100.00		100.00
IRONMAN Asia (Thailand) Co. Ltd.10	Sports & Events Services	Thailand		49.00		49.00		—
Ironman Maryland Events, LLC16	Sports & Events Services	United States		—		100.00		100.00
IMU Holdings, LLC	Sports & Events Services	United States		100.00		100.00		100.00
Chesapeake Bay Bridge Run, LLC7	Sports & Events Services	United States		100.00		100.00		100.00
The IRONMAN Foundation, Inc.	Sports & Events Services	United States		100.00		100.00		100.00
Competitor Group Holdings, Inc.2	Sports & Events Services	United States		100.00		100.00		—
Competitor Group, Inc.2	Sports & Events Services	United States		100.00		100.00		—
Competitor Publishing, Inc.2	Sports & Events Services	United States		—		100.00		—
Inside Communications Inc.2	Sports & Events Services	United States		—		100.00		—
Muddy Buddy Events, LLC2	Sports & Events Services	United States		—		100.00		—

F-60

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information (Continued)

			Direct % equity interest
Name	Principal activities	Country	As at December 31, 2018		As at December 31, 2017		As at December 31, 2016
Triathlon Group North America, Inc.2	Sports & Events Services	United States		—		100.00		—
Competitor Group Europe, S.A.R.L.2	Sports & Events Services	Luxembourg		100.00		100.00		—
CG Portugal LDA2	Sports & Events Services	Portugal		100.00		100.00		—
Competitor Spain S.L.2	Sports & Events Services	Spain		100.00		100.00		—
Competitor Sports Ireland Limited2	Sports & Events Services	Ireland		100.00		100.00		—
Competitor UK Limited2	Sports & Events Services	United Kingdom		100.00		100.00		—
Competitor Group Events, Inc.2	Sports & Events Services	United States		100.00		100.00		—
Competitor Canada Inc.2	Sports & Events Services	Canada		100.00		100.00		—
US Raceworks LLC2	Sports & Events Services	United States		—		100.00		—
Competitor Media UK Limited2	Sports & Events Services	United Kingdom		—		100.00		—
World Endurance Cooperatief U.A.	Sports & Events Services	Netherlands		100.00		100.00		100.00
World Endurance B.V.	Sports & Events Services	Netherlands		100.00		100.00		100.00
World Endurance Malaysia Sdn. Bhd.	Sports & Events Services	Malaysia		100.00		100.00		100.00
IRONMAN Luxembourg S.A.R.L.	Sports & Events Services	Luxembourg		100.00		100.00		100.00
IRONMAN Canada Inc.	Sports & Events Services	Canada		100.00		100.00		100.00
World Endurance Australia Pty Ltd	Sports & Events Services	Australia		100.00		100.00		100.00
USM Events Pty Ltd.	Sports & Events Services	Australia		100.00		100.00		100.00
IRONMAN Sweden AB	Sports & Events Services	Sweden		100.00		100.00		100.00
World Triathlon Stockholm AB3	Sports & Events Services	Sweden		55.00		55.00		55.00
IRONMAN Switzerland AG	Sports & Events Services	Switzerland		100.00		100.00		100.00
Swiss Epic AG8	Sports & Events Services	Switzerland		100.00		100.00		—
IRONMAN Germany GmbH	Sports & Events Services	Germany		100.00		100.00		100.00
IRONMAN Denmark ApS	Sports & Events Services	Denmark		100.00		100.00		100.00
IRONMAN Ltd.	Sports & Events Services	United Kingdom		100.00		100.00		100.00
IRONMAN Ltd- Ironman Ireland	Sports & Events Services	Ireland		100.00		100.00		100.00
IRONMAN Unlimited Events UK Limited3	Sports & Events Services	United Kingdom		100.00		100.00		100.00
IRONMAN Spain S.L	Sports & Events Services	Spain		100.00		100.00		100.00
IRONMAN Italy S.R.L	Sports & Events Services	Italy		100.00		100.00		100.00
IRONMAN Austria GmbH	Sports & Events Services	Austria		100.00		100.00		100.00
IRONMAN France S.A.R.L.	Sports & Events Services	France		100.00		100.00		100.00
Infront France Travel S.A.S.15	Sports & Events Services	France		100.00		100.00		100.00
Infront Sports & Media UK Ltd.	Sports & Events Services	United Kingdom		100.00		100.00		—
Omnigon Holdings Inc.	Sports & Events Services	United States		100.00		100.00		100.00
Omnigon Communications LLC4	Sports & Events Services	United States		71.90		51.00		51.00

F-61

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information (Continued)

			Direct % equity interest
Name	Principal activities	Country	As at December 31, 2018		As at December 31, 2017		As at December 31, 2016
Omnigon Canada Inc.4	Sports & Events Services	Canada		71.90		51.00		51.00
Omnigon Ltd.4	Sports & Events Services	United Kingdom		71.90		51.00		51.00
Omnigon Russia ooo4	Sports & Events Services	Russia		71.90		51.00		51.00
Infront Holding AG	Sports & Events Services	Switzerland		94.30		96.33		100.00
Infront Sports & Media AG ("ISMAG")	Sports & Events Services	Switzerland		100.00		100.00		100.00
Infront X AG17	Sports & Events Services	Switzerland		100.00		100.00		100.00
Infront Italy Holding Srl.	Sports & Events Services	Italy		100.00		100.00		100.00
Infront Italy Srl.	Sports & Events Services	Italy		100.00		100.00		100.00
Infront Centro Produzione Srl.	Sports & Events Services	Italy		100.00		100.00		100.00
Infront Sports & Media (China) Co. Ltd.	Sports & Events Services	China		100.00		100.00		100.00
Infront Sports & Media (Beijing) Co. Ltd.	Sports & Events Services	China		100.00		100.00		100.00
Infront Pan-Asia Holding Pte. Ltd.	Sports & Events Services	Singapore		100.00		100.00		100.00
Infront Football Media Pte. Ltd.	Sports & Events Services	Singapore		100.00		100.00		100.00
Host Broadcast Services (HBS) AG	Sports & Events Services	Switzerland		100.00		100.00		100.00
HBS France S.A.S.	Sports & Events Services	France		100.00		100.00		100.00
HBS France Production S.A.S.	Sports & Events Services	France		100.00		100.00		100.00
Infront France S.A.S.	Sports & Events Services	France		100.00		100.00		100.00
Infront Austria GmbH	Sports & Events Services	Austria		100.00		100.00		100.00
Infront Germany GmbH	Sports & Events Services	Germany		100.00		100.00		100.00
Infront B2RUN GmbH	Sports & Events Services	Germany		100.00		100.00		100.00
Infront Netherlands BV	Sports & Events Services	Netherlands		100.00		100.00		100.00
Infront Sportif Pazarlama J.S.L	Sports & Events Services	Turkey		100.00		100.00		100.00
Challenge Rugen Sports Promotion UG11	Sports & Events Services	Germany		—		—		—
Kraichgau Sports Promotion UG11	Sports & Events Services	Germany		—		—		—
IRONMAN Unlimited Events AG3&11	Sports & Events Services	Germany		—		—		—
IRONMAN Unlimited Events Germany GmbH3&11	Sports & Events Services	Germany		—		—		—
Just Racing (Challenge) Limited12	Sports & Events Services	United Kingdom		—		—		—
Optimum Sports Events S.A.R.L.13	Sports & Events Services	France		—		—		—
IRONMAN Unlimited Oceania Limited3&14	Sports & Events Services	New Zealand		—		—		100.00
Sella Communications S.à.r.l.5	Sports & Events Services	France		—		—		100.00
Cap 111 S.à.r.l.5	Sports & Events Services	France		—		—		100.00

F-62

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information (Continued)

			Direct % equity interest
Name	Principal activities	Country	As at December 31, 2018		As at December 31, 2017		As at December 31, 2016
Wines2Whales Proprietary Limited9	Sports & Events Services	South Africa		100.00		100.00		—
Lagardère Unlimited Events AG3	Sports & Events Services	Germany		100.00		100.00		100.00
Spectrum Worldwide Events (Singapore) PTE. Ltd.6	Sports & Events Services	Singapore		100.00		100.00		100.00
Xletix GmbH, Germany18	Sports & Events Services	Germany		100.00		—		—
Goalscout Srl19	Sports & Events Services	Italy		—		—		—
Titan Active Limited20	Sports & Events Services	Ireland		100.00		—		—
AROC Sport Pty Ltd.21	Sports & Events Services	Australia		100.00		—		—

1

Entities added as a result of the acquisition of Cape Epic in 2017. See Note 7.

2

Entities added as a result of the acquisition of CGI in 2017. See Note 7. Competitor Publishing, Inc., Inside Communications Inc., Muddy Buddy Events, LLC, Triathlon Group North America, Inc. and US Raceworks LLC were merged with and into Competitor Group, Inc. on December 27, 2018. Competitor Media UK Limited was dissolved on January 23, 2018.

3

Entities added as a result of the acquisition of Lagardère in 2016.

4

Entities added as a result of the acquisition of Omnigon Group in 2016.

5

Entities added as a result of the acquisition of Sella Group in 2016. Sella Communications S.à.r.l. was merged into Infront France S.A.S. on January 1, 2017 and Cap 111 S.à.r.l. was merged into Infront France S.A.S. on July 1, 2017.

6

Entity added as a result of the acquisition of Spectrum Worldwide Events (Singapore) PTE. Ltd. in 2016.

7

Entity added as a result of the acquisition of Chesapeake Bay Bridge Run, LLC in 2016.

8

Entity added as a result of the acquisition of Swiss Epic AG in 2016.

9

Entity added as a result of the acquisition of Wines2Whales Proprietary Limited in 2017. See Note 7.

10

The Group holds 80% of voting rights of IRONMAN Asia (Thailand) Co. Ltd.

11

These companies were merged into IRONMAN Germany GmbH on August 30, 2016.

12

Just Racing (Challenge) Limited was merged into Ironman Ltd. (UK) on December 20, 2016.

13

Optimum Sports Events S.A.R.L. was merged into IRONMAN France S.A.R.L. on December 23, 2016.

14

IRONMAN Unlimited Oceania Limited was merged into IRONMAN New Zealand Limited on March 1, 2017.

15

Infront France Travel S.à.r.l. was renamed to Infront France Travel S.A.S. on July 30, 2017.

16

Ironman Maryland Events, LLC was merged with and into World Triathlon Corporation on December 28, 2018.

17

Digital Media Content Sales AG was renamed to Infront X AG on December 27, 2018.

18

Entity added as a result of the acquisition of Xletix GmbH, Germany in 2018. See Note 7.

19

Entity added as a result of the acquisition of Goalscout Srl in 2018. See Note 7. Goalscout Srl was merged into Infront Italy Srl. on January 18, 2018.

20

Entity added as a result of the acquisition of Titan Active Limited in 2018. See Note 7.

21

Entity added as a result of the acquisition of AROC Sport Pty Ltd. in 2018. See Note 7.

F-63

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information (Continued)

VIEs and subsidiaries of VIEs of the Group include:

			Direct % equity interest
			As at December 31,
Name	Principal activities	Country	2018		2017		2016
Wanda Sports Co., Ltd.1	Sports & Events Services	China		—		—		—

1

Controlled through VIE in 2019. Guangzhou Wanda Sports Development Co., Ltd., Chengdu WNCH Sports Industry Co., Ltd. ("the Double Heritage"), Gansu Dunhuang Silk Road Marathon Event Management Co., Ltd. and Beijing Evertop Sports Culture Media Co. Ltd. ("Yongda") are the subsidiaries of this company.

The holding company

        The ultimate holding company of the Company is Dalian Hexing Investment Co., Ltd., which is based in Mainland China.

VIEs and subsidiaries of VIEs

        As PRC laws and regulations prohibit foreign ownership of radio and television program production businesses, the Company primarily conducts its business in Mainland China through WSC and its subsidiaries. On March 14, 2019, Infront China, the Company's wholly-owned subsidiary in the PRC, entered into the Pledge Contract with the nominee shareholders, WG, BWCIGC and Mr. Jianlin Wang, of WSC for the equity interests in WSC held by the nominee shareholders of WSC. In addition, each nominee shareholder of WSC signed a Power of Attorney, and Infront China entered into the Exclusive Call Option Contract with WSC and nominee shareholders of WSC, which provide Infront China the power to direct the activities that most significantly affect the variable returns of WSC and to acquire the equity interests in WSC when permitted by the PRC laws, respectively. Infront China agreed to provide financial support to WSC for its operations which obligated Infront China to absorb losses of WSC that could potentially be significant to WSC. In addition, the aforementioned Powers of Attorney and the Exclusive Call Option Contract entitle Infront China to receive variable returns from WSC that are significant to WSC.

        Despite the lack of technical majority ownership, Infront China has effective control of WSC through a series of VIE agreements and a parent-subsidiary relationship exists between the Company and WSC, which provides Infront China with (a) the power over the VIE; (b) rights and obligations to variable returns of the VIE; and (c) the ability to use its power over the VIE to affect the amount of the VIE's returns. Through the VIE agreements, the shareholders of WSC assigned all of their voting rights underlying their equity interest in WSC to Infront China; Infront China has the right to receive variable returns from WSC that potentially could be significant to WSC; and Infront China has the obligation to absorb losses of WSC that could potentially be significant to WSC. Therefore, Infront China consolidates WSC and its subsidiaries as required by IFRS 10 Consolidated Financial Statements.

F-64

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information (Continued)

        The principal terms of the VIE agreements are further described below:

(1)

Powers of Attorney

Pursuant to the powers of attorney signed by WSC's nominee shareholders, each nominee shareholder irrevocably authorized Infront China to act on behalf of such shareholder as its exclusive agent and attorney to exercise all rights and power that such shareholder has in respect of its equity interest in WSC (including, but not limited to, all of such shareholders rights and voting rights to the sale, transfer, pledge or disposition of the equity interest in part or in whole, and the right to designate and appoint the directors and the executive officers of WSC). The powers of attorney are effective and irrevocable as long as the nominee shareholders remain as shareholders of WSC.

(2)

Exclusive Call Option Contract

Pursuant to the exclusive call option contract entered into amongst WSC's nominee shareholders, WSC and Infront China, each nominee shareholder granted to Infront China an irrevocable and exclusive right to purchase all or part of its equity interests in WSC. The purchase price of the equity interests in WSC shall be the lower of (a) the actual capital contributions paid in the portion of the registered capital by the relevant shareholders for the call options and (b) the lowest price permitted under the PRC laws. Without Infront China's prior written consent, each nominee shareholder will not amend WSC's articles of association, increase or decrease WSC's registered capital, sell, assign, transfer, dispose of, or create any encumbrance over the legal or beneficial interest in any equity interest of WSC, etc. The agreement shall be terminated upon the expiration of the term of operation of Infront China, which has the right to determine the extension of the term of operation of WSC; or terminated automatically upon the exercise in full by Infront China of its right to purchase all of the equity interests.

(3)

Exclusive services agreement

Pursuant to the exclusive services agreement entered into between WSC and Infront China, Infront China grants WSC the non-exclusive right to use certain assets of Infront China and provide business support and technical and consulting services as the exclusive provider of such services to WSC, in return for a fee which is equal to 100% of the net profit of WSC and is adjustable at the sole discretion of Infront China. This agreement remains effective perpetually unless termination is required by Infront China with one month's prior written notice.

(4)

Pledge Contract

Pursuant to the share pledge contract among WSC's nominee shareholders, WSC and Infront China, nominee shareholders of WSC pledged all of their respective equity interests in WSC to Infront China as a continuing first priority security interest to guarantee the prompt and full performance of these nominee shareholders' and WSC's obligations under the powers of attorney, the exclusive call option contract and the exclusive services agreement. The nominee shareholders shall not have the right to exercise the voting rights and rights to dividend distribution attaching to the equity interests of WSC. If WSC or any of the nominee shareholders

F-65

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Group information (Continued)

breaches its obligations, WSC is dissolved or the enforcement of the pledged equity interests of WSC is permitted under PRC laws, Infront China will be entitled to exercise its rights to the pledged equity interests, including the right to sell the pledged equity interests of WSC through an auction or a private sale. If the pledged equity interests of WSC are disposed for whatever reasons, all proceeds received will be attributed to Infront China and the nominee shareholders must transfer all proceeds collected to Infront China without consideration, to the extent permitted by PRC laws. This contract remains effective until the earlier of: (i) the discharge in full of the nominee shareholders' and WSC's obligations under VIE agreements, or (ii) the completion of the disposal of the pledged equity interests in WSC.

Amounts of pledged equity interest of WSC in which the Company has no legal ownership, are €148,733 and €139,321 as of December 31, 2018 and 2017 respectively.

        In the opinion of the Company's legal counsel, (i) the ownership structure of Infront China and its VIE is in compliance with the PRC laws and regulations; (ii) the contractual arrangements with WSC and its nominee shareholders are valid and binding, and not in violation of the current PRC laws or regulations.

Associate

        The following table provides detailed information about equity interests in associates.

Name	December 31, 2018			December 31, 2017			December 31, 2016
FIS Marketing AG, Switzerland		24.5	%		24.5	%		24.5	%
Beijing Iron Man Sports Entertainment Co., Ltd.1		7.5	%		—			—

1

Under the equity agreement, the Group shall have a seat on the board of directors (the board of directors has a total of 5 seats), the power of veto and a right of pre-emption. Therefore, the Group exhibits significant influence over Beijing Iron Man Sports Entertainment Co., Ltd. (Iron Man) and shall treat it as an associate company.

Joint ventures

        The following table provides detailed information about equity interests in joint ventures.

Name	December 31, 2018			December 31, 2017			December 31, 2016
International Games Broadcast Services (IGBS) AG, Switzerland		50	%		50	%		50	%
Infront Ringier Sports & Entertainment AG, Switzerland		50	%		50	%		50	%
DEB Eishockey Sport GmbH1		—			50	%		—
Business Run Freiburg GbR		50	%		50	%		50	%
OC 2018 IIHF WM APS		50	%		50	%		50	%
Lagardère Unlimited Events South Africa Proprietary Limited		50	%		50	%		50	%
Organizing Committee IIHF 2020 World Championship		50	%		50	%		50	%
Business Run Luxembourg		—			—			50	%
AspireInfront LLC, Qatar		—			—			49	%

1

DEB Eishockey Sport GMbH was disposed on December 31, 2018.

F-66

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests

Acquisitions in 2018

(a)

Acquisition of Xletix GmbH, Germany

        On May 22, 2018, the Group acquired 100% of shares of Xletix GmbH, Germany, a leading European obstacle course organizer. This purchase allowed the Group to enlarge the range of products in its Mass Participation segment.

        The fair values of the identifiable assets and liabilities of the Xletix GmbH, Germany as at the date of acquisition were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		4,702
Trade and other receivables		1,646
Inventories		256
Other assets		1,882
Non-current assets
Property, plant and equipment		219
Intangible assets		2,129
Liabilities
Current liabilities
Trade and other payables		835
Interest-bearing liabilities		13
Accrued expenses		621
Contract Liabilities		7,134
Income tax payable		43
Total identifiable net assets at fair value		2,188
Goodwill arising on acquisition		11,724
Purchase consideration		13,912
Purchase consideration:
Cash and cash equivalents		6,231
Contingent consideration		7,681
Total consideration		13,912
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		4,702
Cash paid for the acquired subsidiaries		(6,231	)
Net cash flows on acquisition		(1,529	)

F-67

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        In this acquisition, a contingent consideration at fair value of €7,681 was recognized based on Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) targets increasing over the years of 2018, 2019 and 2020, which are €3,000, €3,000, €3,000 for the 2018, 2019 and 2020 respectively. The maximum contingent consideration that can be paid is €9,000.

        Goodwill of approximately €11,724 was recognized as part of this acquisition, which results from the exclusive runs owned by the acquired Xletix GmbH, Germany. None of the goodwill recognized is expected to be deductible for tax purposes.

        From the date of acquisition, Xletix GmbH, Germany contributed €8,807 of revenue and incurred €1,916 of profit before tax of the Group for the year ended December 31, 2018.

(b)

Other Acquisitions

        On May 15, 2018, the Group acquired 100% of shares of AROC Sport Pty Ltd., which operates the Ultra Trail Australia event conducted in the Blue Mountains of New South Wales. This acquisition allows the Group to expand into the trail running endurance market. On November 1, 2018, the Group acquired 55% of shares of Yongda. This purchase allowed the Group to enlarge the range of products in its DPSS segment. On January 1, 2018, the Group acquired 100% of Goalscout Srl, developer of a software used in managing digital archives. On May 23, 2018, the Group acquired 100% of shares of Titan Active Limited, which operates the Titan experience mass participation sports business in Europe. On July 7, 2018, the Group acquired REV3 Quassy Event, REV3 Willilamsburg Event and Ironman 70.3 Maine Event (the REV3 acquisition). On September 6, 2018, the Group acquired Triathlon Vitoria-Gasteiz Event, which is a triathlon located in northern Spain. These acquisitions were intended to enlarge the Group's range of products in its Mass Participation segment.

F-68

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        The acquirees' total fair values of the identifiable assets and liabilities as at acquisition dates were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		860
Trade and other receivables		14,057
Inventories		88
Other assets		1,410
Non-current assets
Property, plant and equipment		1,481
Contract right use of assets		265
Intangible assets		4,127
Investments		482
Other assets		2
Deferred tax assets		21
Liabilities
Current liabilities
Trade and other payables		9,884
Interest-bearing liabilities		3,226
Lease liabilities		141
Contract Liabilities		2,358
Income tax payable		148
Non-current liabilities
Lease liabilities		137
Contract liabilities		11
Deferred tax liabilities		634
Total identifiable net assets at fair value		6,254
Less: Non-controlling interest measured at fair value		2,414
Goodwill arising on acquisition		7,934
Purchase consideration		11,774

F-69

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

	Fair value recognized on acquisition
	€
Purchase consideration:
Cash and cash equivalents		7,409
Contingent consideration		4,365
Total consideration		11,774
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		860
Cash paid for the acquired subsidiaries		(7,409	)
Net cash flows on acquisition		(6,549	)

        In the acquisition of AROC Sport Pty Ltd., a contingent consideration at fair value of €529 was recognized. The contingent consideration was €317 adjusted for any net profit shortfall or surplus as defined in the agreement for 2019 and 2020. The maximum contingent consideration that can be paid in each year is €380. Goodwill of approximately €2,310 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired AROC Sport Pty Ltd. with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of Yongda, a contingent consideration at fair value of €2,385 was recognized based on Yongda's performance commitment for the operation from 2018 to 2020. The maximum contingent consideration is €367 for the year of 2018 and €2,277 if 100% achieved the projected 2018-2020 accumulated net profits commitment. The non-controlling interest of €2,414 was measured at its proportionate share of the fair value of net identifiable assets acquired. Goodwill of approximately €2,218 was recognized as part of this acquisition, which results from the appraisal of PPE and Contracts, Software, Patent & Brand, with the expectation that it will provide future benefits for the Group. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of Goalscout Srl, no contingent consideration was recognized. Goodwill of approximately €375 was recognized as part of this acquisition, which results from the exclusive software owned by Goalscout Srl. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of Titan Active Limited, a contingent consideration at fair value of €368 was recognized based on certain events occurring, and Titan Active Limited achieving a targeted EBITDA amount. The maximum contingent consideration that can be paid in each year from 2018-2020 is €147. Goodwill of approximately €1,190 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Titan Active Limited with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of REV3, a contingent consideration at fair value of €852 was recognized. There are two possible contingent consideration each at maximum payment of €427 in 2018, and one contingent consideration with maximum possible payout of €85 in 2019. The first €427 is based on the remaining 2018 events acquired actually occurring and the other €427 payment is based on a targeted EBITDA for the

F-70

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

remaining events. The contingent consideration for 2019 is depending on if the Group receives certain host city funding. Goodwill of approximately €1,249 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired REV3 with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of Triathlon Vitoria-Gasteiz Event, a contingent consideration at fair value of €231 was recognized based on the occurrence of the events, minimum levels of gross paid athletes and the Group obtaining the host city funding for each of the events in 2020, 2021 and 2022. The maximum contingent consideration that can be paid is €90 in each year. Goodwill of approximately €592 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Triathlon Vitoria-Gasteiz Event with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        From the dates of acquisition, the acquirees contributed €4,719 of revenues and €1,316 of profit before tax of the Group for the year ended December 31, 2018.

Acquisitions in 2017

(a)

Acquisition of Cape Epic

        On February 28, 2017, the Group acquired 100% of shares of Cape Epic (Pty) Ltd. and Grandstand Management (Pty) Ltd. (collectively, the "Cape Epic"), which operate the Absa Cape Epic, an eight-day multi-stage mountain bike event in South Africa. The Group acquired the Cape Epic to enlarge the range of products in its Mass Participation segment.

F-71

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        The fair values of the identifiable assets and liabilities of the Cape Epic as at the date of acquisition were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		1,555
Trade and other receivables		1,417
Other assets		1,179
Non-current assets
Property, plant and equipment		374
Intangible assets		3,710
Deferred tax assets		18
Other assets		9
Liabilities
Current liabilities
Trade and other payables		908
Deferred income		5,199
Non-current liabilities
Deferred tax liabilities		1,246
Total identifiable net assets at fair value		909
Goodwill arising on acquisition		8,950
Purchase consideration		9,859
Purchase consideration:
Cash and cash equivalents		5,652
Contingent consideration		4,207
Total consideration		9,859
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		1,555
Cash paid for the acquired subsidiaries		(5,652	)
Net cash flows on acquisition		(4,097	)

        In this acquisition, a contingent consideration at fair value of €4,207 was recognized based on EBITDA targets for the 2017, 2018, 2019 and 2020 events, and vary based on the Group's success in renewing certain sponsorship agreements. The maximum payout for each of the 2017, 2018, 2019, and 2020 contingent considerations is €2,125 (€8,500 in total).

        Goodwill of approximately €8,950 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Cape Epic with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

F-72

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        From the date of acquisition, Cape Epic contributed €8,012 of revenue and incurred €26 of loss before tax of the Group for the year ended December 31, 2017.

(b)

Acquisition of Competitor Group Holdings, Inc.

        On June 1, 2017, the Group acquired 100% of shares of Competitor Group Holdings, Inc. ("CGI"), organizers of the Rock 'N' Roll Marathon Series. The Group acquired CGI to enlarge the range of products in its Mass Participation segment.

        The fair values of the identifiable assets and liabilities of CGI as at the date of acquisition were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		1,838
Trade and other receivables		5,601
Inventories		404
Other assets		1,280
Non-current assets
Property, plant and equipment		1,029
Intangible assets		23,046
Deferred tax assets		4,796
Other assets		361
Liabilities
Current liabilities
Trade and other payables		22,680
Deferred income		14,689
Non-current liabilities
Other liabilities		2,114
Total identifiable net assets at fair value		(1,128	)
Goodwill arising on acquisition		78,149
Purchase consideration		77,021
Purchase consideration:
Cash and cash equivalents		77,021
Total consideration		77,021
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		1,838
Cash paid for the acquired subsidiaries		(77,021	)
Net cash flows on acquisition		(75,183	)

F-73

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        Goodwill of approximately €78,149 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired CGI with the Group's operations. Of the goodwill recognized, approximately €4,762 is expected to be deductible for tax purposes.

        From the date of acquisition, CGI contributed €39,157 of revenue and incurred €1,310 of loss before tax of the Group for the year ended December 31, 2017.

(c)

Other Acquisitions

        On May 15, 2017, the Group acquired the businesses of Cape to Cape Event and Port to Port Event, which are multi-stage mountain bike races in Australia. On September 30, 2017, the Group acquired 100% of shares of the Double Heritage, which specializes in the organization of mass participation endurance events. On October 25, 2017, the Group acquired Wines2Whales mountain bike stage races. On November 30, 2017, the Group acquired 100% of shares of Swiss Epic AG, which organizes the Swiss Epic mountain biking race in Switzerland. These acquisitions were intended to enlarge the Group's range of products in its Mass Participation segment.

F-74

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        The acquirees' total fair values of the identifiable assets and liabilities as at acquisition dates were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		131
Trade and other receivables		2,160
Inventories		3
Other assets		729
Non-current assets
Property, plant and equipment		138
Intangible assets		3,624
Other assets		237
Liabilities
Current liabilities
Trade and other payables		1,186
Deferred income		2,341
Income tax payable		2
Non-current liabilities
Deferred tax liabilities		854
Total identifiable net assets at fair value		2,639
Goodwill arising on acquisition		10,209
Purchase consideration		12,848
Purchase consideration:
Cash and cash equivalents		6,757
Contingent consideration		6,091
Total consideration		12,848
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		131
Cash paid for the acquired subsidiaries		(6,757	)
Net cash flows on acquisition		(6,626	)

        In the acquisition of Cape to Cape Event and Port to Port Event, a contingent consideration at fair value of €572 was recognized based on the occurrence of, and gross profit from, the 2017 and 2018 events. The contingent consideration amounts are €323 adjusted for any gross profit shortfall or surplus as defined in the agreement. The payout range used to calculate the fair value at each period in 2017 and 2018 was €289 to €340, using a weighted payout probability for the range that was then discounted for the period. Goodwill of approximately €1,370 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Cape to Cape Event and Port to Port Event with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

F-75

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        In the acquisition of Wines2Whales Proprietary Limited, a contingent consideration at fair value of €1,893 was recognized. The 2017 contingent consideration payments is determined based on EBITDA from the 2017 event and has a maximum payout of €1,334, while the 2018 contingent consideration payment is determined based on registration revenue with a maximum potential payout of €433. Goodwill of approximately €3,431 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Wines2Whales Proprietary Limited with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of Swiss Epic AG, a contingent consideration at fair value of €349 was recognized based on the number of teams registered for the 2018 and 2019 events. The maximum contingent consideration payments for the 2018 and 2019 events are €315 and €270 respectively. Goodwill of approximately €1,185 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Swiss Epic AG with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        In the acquisition of the Double Heritage, a contingent consideration at fair value of €3,277 was recognized based on performance commitment for the 2017 - 2019 operation. The maximum contingent consideration payments is €888, €1,184, and €1,480 for the 2017, 2018 and 2019 respectively if 100% achieve the net profits commitment. Goodwill of approximately €4,223 was recognized as part of this acquisition, which results from the appraisal of Contracts & Brand, with the expectation that it will provide future benefits for the Group. None of the goodwill recognized is expected to be deductible for tax purposes.

        From the dates of acquisition, the acquirees contributed €4,090 of revenue and €1,234 of profit before tax of the Group for the year ended December 31, 2017.

Contingent consideration

        As part of the purchase agreement with the previous owner of the acquirees, contingent consideration has been agreed for some of the acquisitions made by the Group. There will be additional cash payments to the previous owners of the acquirees based on the performance of the acquirees. The details of the payment of arrangement vary by agreements.

F-76

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

7. Business combinations and acquisition of non-controlling interests (Continued)

        A reconciliation of fair value measurement of the contingent consideration and liabilities from business combination are provided below:

	€
As at 1 January, 2016		2,216
Liabilities arising on business combination		18,884
Movements during the year*		2,426
As at 31 January, 2016		23,526
Liabilities arising on business combination		10,298
Movements during the year*		(9,470	)
As at 31 December, 2017		24,354
Liabilities arising on business combination		12,046
Movements during the year		(7,492	)
As at 31 December, 2018		28,908

*

Movements during the year include the fair value remeasurement, settlement during the year, and the exchange differences.

        For each business combination in 2018 and 2017 the Group did not gather the information of the acquiree's revenue and profit or loss as the acquisition had been as of the beginning of the reporting year.

8. Interests in joint ventures

        The following table illustrates the aggregate financial information of the Group's joint ventures that are immaterial:

	2018		2017		2016
	€		€		€
Share of the joint ventures' profits/(loss) for the year		5,294		255		(13	)
Aggregate carrying amount of the Group's investments in the joint ventures		4,964		1,188		937

9. Investment in associates

        The following table illustrates the financial information of the Group's associate that is immaterial:

	2018		2017		2016
	€		€		€
Share of the associate's profit for the year		272		254		406
Aggregate carrying amount of the Group's investment in the associates		587		93		37

F-77

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

10. Fair value measurement

        The following table provides the fair value measurement hierarchy of the Group's assets and liabilities.

        Fair value measurement hierarchy for assets as at December 31, 2018:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Assets measured at fair value:
Financial assets at fair value through profit or loss:
Investments in equity instruments		5,593		5,593		—		—
Currency swap		73		—		73		—
Derivatives designated as hedging instruments:
Foreign exchange forward contracts		580		—		580		—
Equity instruments designated at fair value through OCI		7,931		—		—		7,931

        There were no transfers among Level 1, Level 2 and Level 3 during 2018.

        Fair value measurement hierarchy for liabilities as at December 31, 2018:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Liabilities measured at fair value:
Financial liabilities at fair value through profit or loss:
Derivatives		773		—		773		—
Foreign exchange forward contracts		69		—		69		—
Contingent consideration and Liabilities from business combination		28,908		—		—		28,908

        There were no transfers among Level 1, Level 2 and Level 3 during 2018.

        The following table provides the fair value measurement hierarchy of the Group's assets and liabilities.

F-78

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

10. Fair value measurement (Continued)

        Fair value measurement hierarchy for assets as at December 31, 2017:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Assets measured at fair value:
Financial assets at fair value through profit or loss:
Investments in equity instruments		5,280		5,280		—		—
Bank certificates of deposit		2		—		2		—
Currency swap		447		—		447		—
Derivatives designated as hedging instruments:
Foreign exchange forward contracts		408		—		408		—

        There were no transfers among Level 1, Level 2 and Level 3 during 2017.

        Fair value measurement hierarchy for liabilities as at December 31, 2017:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Liabilities measured at fair value:
Financial liabilities at fair value through profit or loss:
Derivatives		540		—		540		—
Foreign exchange forward contracts		454		—		454		—
Contingent consideration and Liabilities from business combination		24,354		—		—		24,354
Derivatives designated as hedging instruments:
Interest Rate Swap Deal		39,808		—		39,808		—

        There were no transfers among Level 1, Level 2 and Level 3 during 2017.

        Management has assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts, interest-bearing loans and borrowings and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

        Management has assessed that the fair value of the long-term interest-bearing loans is determined by using the DCF method and a discount rate that is equal to the effective interest borrowing rate. Management considered that the difference between the carrying amount and the fair value is insignificant.

F-79

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

10. Fair value measurement (Continued)

        The following methods and assumptions were used to estimate the fair values:

•

The fair values of the investments in equities are derived from the quoted market prices in active markets.

•

The fair values of other derivative financial instruments are derived from the quoted prices from the financial institutions with which the Group signed the related agreements.

•

The fair values of the contingent consideration have been estimated using a valuation technique including the DCF model to consider the time value of the contingent consideration from business combinations. When determining the intrinsic value of the contingent considerations, the valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value of the contingent consideration.

Description of significant unobservable inputs to valuation

        The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at December 31, 2018 and 2017, are as shown below:

	Valuation technique	Significant unobservable inputs	Range (weighted average)	Sensitivity of the fair value to input
Liabilities from business combination—Omnigon Group	DCF method	Discount rate	2018: 5.5% 2017: 5.5%	5% (2017: 5%) increase (decrease) in the discount rate would result in an increase (decrease) in fair value by €2 (2017: €63)
Contingent consideration—Gsport	DCF method	Discount rate	2018: 12.0% 2017: 12.0%	5% (2017: 5%) increase (decrease) in the discount rate would result in an increase (decrease) in fair value by €18 (2017: €33)

        For acquired 11.2% of the issued shares of Copa 90 Limited in 2018, the Group used the acquired cost as the fair value of such investment which categorized as equity instruments designated at fair value through OCI as at December 31, 2018, since there is no significant changes in the fair value of the investee.

F-80

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

11. Revenue and other operating income

	2017		2016
	€		€
Revenue
Revenue from sale of rights		468,629		493,350
Revenue from services		401,573		333,949
Other revenue		84,396		49,948
		954,598		877,247

11.1 Disaggregated revenue information

        Starting from January 1, 2018 , the Group has disaggregated the revenue into categories which are the same as segment disaggregation from the respective of monitoring mechanism of the revenue.

	2018
	€
Geographical markets
Asia		128,956
Europe		768,790
America		188,663
Africa		19,247
Oceania		23,530
Total revenue from contracts with customers		1,129,186

        Most of the revenue generated by the Group is recognized over time through the satisfaction of the performance obligation.

11.2 Contract balances

	December 31, 2018
	€
Trade receivables (See note 29)		166,097
Contract assets—current (See note 22)		39,714
Contract assets—non-current (See note 22)		9,077
Contract liabilities—current (See note 33)		185,681
Contract liabilities—non-current (See note 33)		13,485
Total revenue from contracts with customers		414,054

F-81

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

11. Revenue and other operating income (Continued)

        Set out below is the amount of revenue recognized from:

	2018
	€
Amounts included in contract liabilities at the beginning of the year		183,892
Performance obligations satisfied in previous years		3,726
		187,618

11.3 Performance obligations

        Information about the Group's performance obligations are summarized in Note 2.3 d).

        The transaction price allocated to the remaining performance obligations (unsatisfied or partially satisfied) as at December 31, 2018 are, as follows:

	December 31, 2018
	€
Within one year		475,320
More than one year		968,487
		1,443,807

	2018		2017		2016
	€		€		€
Other operating income
Government grant income		6,406		6,563		6,805
Remeasurement of contingent consideration, net		—		546		2,149
Gain on financial instruments		—		356		384
Others		2,448		4,749		3,675
		8,854		12,214		13,013

12. Other operating expenses

	2018		2017		2016
	€		€		€
Losses on disposal of subsidiaries		—		—		592
Various taxes other than income tax		952		1,949		1,609
Legal claim expenses		612		1,015		22
Bad debt expenses		32,054		5,206		2,658
Remeasurement of contingent consideration, net		757		—		—
Others		1,280		1,162		1,311
		35,655		9,332		6,192

F-82

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

13. Finance results

	2018		2017		2016
	€		€		€
Finance costs
Interests on bank loans, overdrafts and other loans		34,768		46,219		36,243
Interest expense on the lease liability		1,323		—		—
Bank charges		1,777		347		400
Loss on derivative financial instruments at fair value through profit or loss		705		390		64
Foreign exchange losses		5,436		—		—
Others		9,702		6,344		8,054
		53,711		53,300		44,761
Finance income
Interest income		11,504		21,441		10,580
Dividends income		—		1,517		561
Foreign exchange gains		—		4,030		89
Others		338		883		4,720
		11,842		27,871		15,950

14. Personnel expenses

        Expenses incurred by non-project related function personnel are classified as personnel expenses by the Group.

	2018		2017		2016
	€		€		€
Wages, salaries and payroll benefits		115,156		99,178		88,032
Social security		9,047		8,219		6,607
Pension costs		7,863		7,239		7,314
Share-based payment expenses		7,777		16,377		7,127
Others		4,590		4,092		6,133
		144,433		135,105		115,213

        Defined contribution plans are funded through payments by the employer, the total expenses for these plans amount to €6,080 (€6,126 in 2017 and €5,882 in 2016).

F-83

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

15. Components of OCI

	2018			2017			2016
	€			€			€
Cash flow hedges:
Gains/(losses) arising during the year
Reclassification to profit or loss during the year, net of tax		4,909			(163	)		(336	)
Fair value changes of derivatives, net of tax		183			(2,053	)		(2,831	)
Cash flow hedging gains/losses		5,092			(2,216	)		(3,167	)
Exchange differences:
Exchange differences on translation of foreign operations		(2,957	)		(3,751	)		(4,737	)
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:
Net remeasurement gains/losses on defined benefit plans, net of tax		(760	)		352			815
		1,375			(5,615	)		(7,089	)

        The disaggregation of changes of OCI attributable to the equity holders of the parent by each type of reserve in equity is shown below:

	Cash flow hedge reserve			Remeasurement on defined benefit plans			Foreign currency translations reserve			Total
	€			€			€			€
As at January 1, 2016		126			(2,906	)		(1,660	)		(4,440	)
Remeasurement gains on defined benefit plan		—			815			—			815
Cash flow hedges		(3,167	)		—			—			(3,167	)
Exchange differences on translation of foreign operations		—			—			(4,730	)		(4,730	)
As at December 31, 2016		(3,041	)		(2,091	)		(6,390	)		(11,522	)
Remeasurement gains on defined benefit plan		—			344			—			344
Cash flow hedges		(2,166	)		—			—			(2,166	)
Exchange differences on translation of foreign operations		—			—			(3,666	)		(3,666	)
As at December 31, 2017		(5,207	)		(1,747	)		(10,056	)		(17,010	)
Changes in accounting policies		—			—			(68	)		(68	)
Remeasurement gains on defined benefit plan		—			(717	)		—			(717	)
Cash flow hedges		4,802			—			—			4,802
Exchange differences on translation of foreign operations		—			—			(3,049	)		(3,049	)
As at December 31, 2018		(405	)		(2,464	)		(13,173	)		(16,042	)

F-84

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

16. Selling, office and administrative expenses

	2018		2017		2016
	€		€		€
Professional service expenses		14,929		13,134		16,179
Travel expenses		6,999		6,390		6,387
Marketing expenses		10,222		7,587		4,700
Lease payments recognized as an operating lease expense		1,275		—		—
Others		18,618		27,599		26,263
		52,043		54,710		53,529

17. Income tax

        The major components of income tax expense for the years ended December 31, 2018, 2017 and 2016:

Profit or loss	2018			2017			2016
	€			€			€
Current income tax		33,491			23,007			12,030
Deferred tax		(14,536	)		(5,276	)		7,991
Income tax expense reported in the consolidated statement of profit or loss		18,955			17,731			20,021

Other comprehensive income	2018			2017			2016
	€			€			€
Deferred tax related to items recognized in OCI during the year:
Net loss on revaluation of cash flow hedges		(826	)		(361	)		(468	)
Net gain from remeasurement on defined benefit Plans		156			53			132
Deferred tax charged to OCI		(670	)		(308	)		(336	)

F-85

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

17. Income tax (Continued)

        Reconciliation of tax expense and the accounting profit multiplied by Switzerland's domestic tax rate (14.6%) for 2018, 2017 and 2016:

	2018			2017			2016
	€			€			€
Profit/(Loss) before tax		72,967			96,523			(9,224	)
		72,967			96,523			(9,224	)
Tax at the statutory tax rate		10,653			14,092			(1,347	)
Adjustments in respect of current tax of previous years		(212	)		(714	)		(835	)
Effect on opening deferred tax of changes in rates*		158			(7,803	)		—
Utilization of previously unrecognized tax losses		(3,872	)		(630	)		(3,382	)
Income not subject to tax		(2,611	)		(313	)		(1,895	)
Non-deductible expenses for tax purposes		5,524			6,003			4,386
Goodwill Impairment		—			—			10,805
Tax losses not recognized		1,757			213			878
Effect of different local tax rates		6,541			7,003			9,675
Others		1,017			(120	)		1,736
Income tax expense reported in the Consolidated statement of profit or loss		18,955			17,731			20,021

*

The effect on opening deferred tax of changes in rates is mainly due to the tax rate of certain subsidiaries changes as a result of the tax reform in the United States, which was enacted on December 22, 2017. The tax rate of those subsidiaries changed from approximately 38% to 25%.

	Consolidated statement of financial position
					Consolidated statement of profit or loss
	As at December 31, 2018		As at December 31, 2017
					2018			2017
	€		€		€			€
Recognized gross deferred income tax assets:
Provision of impairment losses on trade receivables and other receivables		—		180		—			—
Losses available for offsetting against future taxable profits		25,240		25,794		(1,524	)		(8,773	)
Other temporary differences		30,118		15,321		15,047			4,426
		55,358		41,295		13,523			(4,347	)
Recognized gross deferred income tax liabilities:
Fair value adjustment arising from business combinations		77,766		94,667		(1,623	)		(14,440	)
Other temporary differences		35,971		15,046		610			4,817
		113,737		109,713		(1,013	)		(9,623	)

F-86

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

17. Income tax (Continued)

	2018			2017
	€			€
Net deferred tax assets recognized in the consolidated statement of financial position		24,562			13,990
Net deferred tax liabilities recognized in the consolidated statement of financial position		82,941			82,408
Net deferred tax		(58,379	)		(68,418	)

Reconciliation of deferred tax, net	2018			2017
	€			€
As at January 1		(68,418	)		(85,708	)
Tax credit/(expense) during the year recognized in profit or loss		14,126			5,276
Tax credit during the year recognized in OCI		(843	)		308
Deferred taxes acquired in business combinations		(22	)		2,743
Exchange differences		(2,855	)		8,963
Adoption of IFRS 15/16		(367	)		—
As at December 31		(58,379	)		(68,418	)

        The Group has tax losses of approximately €19,590 and €24,297 that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose as at December 31, 2018 and 2017.

        Of the losses in 2018, €153 will expire in one year, €1,196 of which will expire in three years, €2,158 of which will expire in five years, €190 of which will expire in nine years, €15,893 of which will not expire in future years, as at December 31, 2018.

        Of the losses in 2017, €164 will expire in two years, €114 of which will expire in three years, €1,505 of which will expire in four years, €3,017 of which will expire in five years, €772 of which will expire in nine years, €18,725 of which will not expire in future years, as at December 31, 2017.

        The Group believes that all applicable taxes have been paid or accrued. Where uncertainty exists, the Group has accrued tax liabilities based on management's best estimate of the probable outflow of resources embodying economic benefits, which would be required to settle these liabilities. The Group does not believe that any other material tax matters exist relating to the Group, including current pending or future governmental claims and demands, which would require adjustments to the accompanying financial statements in order for those statements not to be materially misstated or misleading.

        Tax provisions are included in note 32 based on the period in which the tax provisions are expected to be settled or in which the related statute of limitations expires.

F-87

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

18. Earnings per share ("EPS")

        EPS is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the parent by the number of ordinary shares after the Reorganization as mentioned in note 1.

	2018			2017			2016
	€			€			€
Profit/(Loss) for the year attributable to ordinary equity holders of the parent for basic earnings		51,646			77,203			(29,047	)
Impact on the options under ISA plan		(212	)		(3,204	)		—
Impact on the RSUs under Equity Incentive Plan		(91	)		—			—
Profit/(Loss) for the year attributable to ordinary equity holders of the parent adjusted for the effect of dilution		51,343			73,999			(29,047	)

	2018		2017		2016
	in thousands		in thousands		in thousands
Weighted average number of ordinary shares for basic EPS		169,331		169,331		169,331
Weighted average number of ordinary shares adjusted for the effect of dilution		169,331		169,331		169,331

        There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these financial statements.

F-88

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

19. Property, plant and equipment

	Office and IT equipment			Media production equipment			Leasehold improvements			Machinery, equipment and vehicle			Projects in progress			Total
	€			€			€			€			€			€
Cost
At January 1, 2017		19,359			53,616			12,040			9,204			54			94,273
Additions		1,816			2,733			2,528			1,656			674			9,407
Acquisition of subsidiaries (note 7)		250			—			318			923			50			1,541
Transfers from projects in progress		54			—			282			100			(436	)		—
Disposals		(1,468	)		(2,203	)		(631	)		(221	)		—			(4,523	)
Exchange differences		(519	)		(506	)		(175	)		(892	)		(14	)		(2,106	)
At December 31, 2017		19,492			53,640			14,362			10,770			328			98,592
Additions		3,531			3,366			1,577			3,079			200			11,753
Acquisition of subsidiaries (note 7)		247			—			261			1,192			—			1,700
Transfers from projects in progress		134			—			24			243			(401	)		—
Disposals		(425	)		(954	)		(854	)		(411	)		—			(2,644	)
Exchange differences		375			268			163			78			(20	)		864
At December 31, 2018		23,354			56,320			15,533			14,951			107			110,265
Depreciation
At January 1, 2017		13,512			41,727			8,113			5,359			—			68,711
Depreciation charge for the year		2,532			5,512			2,037			1,526			—			11,607
Disposals		(1,361	)		(1,798	)		(586	)		(210	)		—			(3,955	)
Exchange differences		(298	)		(663	)		(52	)		(568	)		—			(1,581	)
At December 31, 2017		14,385			44,778			9,512			6,107			—			74,782
Depreciation charge for the year		2,759			4,506			1,474			1,997			—			10,736
Disposals		(269	)		(893	)		(553	)		(266	)		—			(1,981	)
Exchange differences		323			175			118			64			—			680
At December 31, 2018		17,198			48,566			10,551			7,902			—			84,217
Net book value
At December 31, 2018		6,156			7,754			4,982			7,049			107			26,048
At December 31, 2017		5,107			8,862			4,850			4,663			328			23,810

F-89

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

20. Right of use assets

	Buildings			Machinery equipment and vehicle			Office and IT equipment			Software		Total
	€			€			€			€		€
Cost
At January 1, 2018*		35,055			796			4,890			1,985		42,726
Additions		6,492			1,066			2,005			11		9,574
Acquisition of subsidiaries		177			88			—			—		265
Contract Cancellation		(3,519	)		(11	)		(3,553	)		—		(7,083	)
Exchange differences		289			2			3			—		294
At December 31, 2018		38,494			1,941			3,345			1,996		45,776
Depreciation
At January 1, 2018		—			—			—			—		—
Charge for the year		7,907			581			1,403			569		10,460
Contract Cancellation		(122	)		(6	)		(449	)		—		(577	)
Exchange differences		101			1			2			—		104
At December 31, 2018		7,886			576			956			569		9,987
Net book value
At January 1, 2018*		35,055			796			4,890			1,985		42,726
At December 31, 2018		30,608			1,365			2,389			1,427		35,789

*

The balance on January 1, 2018 was generated due to the adoption of IFRS 16 by the Group.

F-90

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

21. Intangible assets

	Customer relationships			Trade names			Software			Other intangible assets			Total
	€			€			€			€			€
Cost
At January 1, 2017		49,709			388,967			18,900			33,472			491,048
Additions		—			—			2,489			1,301			3,790
Acquisition of subsidiaries (note 7)		5,104			23,167			—			2,109			30,380
Sale or disposal		(257	)		—			(405	)		(1,100	)		(1,762	)
Exchange differences		(5,486	)		(46,836	)		(1,567	)		(1,361	)		(55,250	)
At December 31, 2017		49,070			365,298			19,417			34,421			468,206
Additions								2,955			1,238			4,193
Acquisition of subsidiaries (note 7)		390			682			1,290			3,894			6,256
Sale or disposal								(63	)		(138	)		(201	)
Exchange differences		1,388			15,034			513			398			17,333
At December 31, 2018		50,848			381,014			24,112			39,813			495,787
Amortization
At January 1, 2017		24,268			—			10,813			19,220			54,301
Charge for the year		2,897			7			2,857			4,761			10,522
Written off on disposal		(40	)		—			(304	)		(462	)		(806	)
Exchange differences		(2,735	)		—			(845	)		(1,218	)		(4,798	)
At December 31, 2017		24,390			7			12,521			22,301			59,219
Charge for the year		3,013			40			3,043			4,048			10,144
Written off on disposal		—			—			(63	)		(138	)		(201	)
Exchange differences		910			—			360			361			1,631
At December 31, 2018		28,313			47			15,861			26,572			70,793
Impairment
At December 31, 2017		—			—			—			—			—
Charge for the year		—			—			—			1,506			1,506
At December 31, 2018		—			—			—			1,506			1,506
Net book value
At December 31, 2018		22,535			380,967			8,251			11,735			423,488
At December 31, 2017		24,680			365,291			6,896			12,120			408,987

F-91

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

22. Accrued income

        Accrued income includes revenues that are not yet invoiced to the extent that it is probable that the economic benefits will flow to the Group and the revenues can be measured reliably.

	December 31, 2018		December 31, 2017
	€		€
Accrued income, project related		2,641		59,084
Accrued income, non-project related		3,833		1,495
Total accrued income		6,474		60,579
Current		6,474		60,279
Non-current		—		300

Contract assets

	December 31, 2018
	Carrying amount		Expected credit losses		Net book value
	€		€		€
Total contract assets		48,969		178		48,791
Current		39,892		178		39,714
Non-current		9,077		—		9,077

        Set out below is the movement in the allowance for ECLs of contract assets:

	€
At January 1, 2018*		210
Provision for ECLs		980
Write-off		(1,013	)
Foreign exchange movement		1
At December 31, 2018		178

*

The balance on January 1, 2018 was generated due to adoption of IFRS 9.

F-92

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

23. Goodwill and intangible assets with indefinite useful lives

Goodwill	December 31, 2018			December 31, 2017			December 31, 2016
	€			€			€
Beginning balance
Cost		708,137			675,173			608,978
Accumulated impairment provision		(68,606	)		(77,677	)		—
		639,531			597,496			608,978
Opening balance, net of impairment		639,531			597,496			608,978
Acquisition of subsidiaries		19,658			97,308			47,670
Remeasurement of acquisition of prior year*		375			400			—
Impairment		—			—			(74,010	)
Disposal of subsidiaries		—			—			(196	)
Exchange differences		17,762			(55,673	)		15,054
		677,326			639,531			597,496
End of the year:
Cost		748,814			708,137			675,173
Accumulated Impairment provision		(71,488	)		(68,606	)		(77,677	)
		677,326			639,531			597,496

*

The remeasurement of goodwill for the year ended December 31, 2018 was related to the acquisition of CGI in 2017. The Group did not finalize the valuation of the acquiree at that time due to the acquisition occurring near the year end of 2017. The remeasurement of goodwill for the year ended December 31, 2017 was related to the acquisition of Sella Group in 2016. The Group did not finalize the valuation of the acquiree at that time due to the acquisition occurring near the year end of 2016.

        In 2016, for impairment testing purposes, goodwill and trade names acquired through business combinations with indefinite useful lives are allocated to the WEH North America CGU, WEH EMEA CGU, WEH APAC CGU, WEH Asia CGU, Infront Football CGU, Infront Summer Sports CGU, Infront Winter Sports CGU, Infront DPSS CGU, Infront Personal & Corporate Fitness CGU and the Double Heritage. Starting from 2017, management changed the way it monitored operations of the WEH APAC region. As a result, the APAC region met the criteria to be divided into WEH Asia CGU and WEH Oceania CGU.

F-93

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

23. Goodwill and intangible assets with indefinite useful lives (Continued)

        Carrying amounts of goodwill and trade names with indefinite useful lives allocated to each of the CGUs as at December 31, 2018 are as follows:

Cash-generating units	Goodwill		Trade names		Total
WEH North America		367,642		185,786		553,428
WEH EMEA		99,834		131,517		231,351
WEH Asia		7,992		4,920		12,912
WEH Oceania		46,779		57,882		104,661
Infront Football		35,000		—		35,000
Infront Summer Sports		19,176		—		19,176
Infront Winter Sports		35,000		—		35,000
Infront DPSS		37,743		—		37,743
Infront Personal & Corporate Fitness		21,724		—		21,724
The Double Heritage		4,218		—		4,218
Yongda		2,218		—		2,218
Total		677,326		380,105		1,057,431

        None of these 8 CGUs (Infront Football, Infront Summer Sports, Infront Winter Sports, Infront DPSS, Infront Personal & Corporate Fitness, the Double Heritage and Yongda) is at risk of having its value in use being less than its carrying value.

        Carrying amounts of goodwill and trade names with indefinite useful lives allocated to each of the CGUs as at December 31, 2017 are as follows:

Cash-generating units	Goodwill		Trade names		Total
	€		€		€
WEH North America		351,124		178,296		529,420
WEH EMEA		97,313		126,504		223,817
WEH Asia		7,736		4,721		12,457
WEH Oceania		43,381		55,549		98,930
Infront Football		35,000		—		35,000
Infront Summer Sports		19,176		—		19,176
Infront Winter Sports		35,000		—		35,000
Infront DPSS		36,549		—		36,549
Infront Personal & Corporate Fitness		10,000		—		10,000
The Double Heritage		4,252		—		4,252
Total		639,531		365,070		1,004,601

F-94

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

23. Goodwill and intangible assets with indefinite useful lives (Continued)

        Carrying amounts of goodwill and trade names allocated to each of the CGUs as at December 31, 2016 are as follows:

Cash-generating units	Goodwill		Trade names		Total
	€		€		€
WEH North America		330,855		164,670		495,525
WEH EMEA		151,980		155,167		307,147
WEH APAC		55,771		69,130		124,901
Infront Football		35,000		—		35,000
Infront Summer Sports		20,018		—		20,018
Infront Winter Sports		35,000		—		35,000
Infront DPSS		36,549		—		36,549
Infront Personal & Corporate Fitness		10,000		—		10,000
Total		675,173		388,967		1,064,140

        The Group performed its annual impairment test in December 2018, 2017 and 2016. The Group considers the relationship between value in use and carrying amount among other factors.

        As at December 31, 2018 and 2017, the result of the goodwill impairment test indicated that the value in use of all the CGUs were higher than the respective carrying amounts, therefore no further goodwill impairment was recognized.

        As at December 31, 2016, the result of the goodwill impairment test indicated that the value in use of the WEH North America CGU and WEH EMEA CGU were lower than the respective carrying amounts, therefore the management has recognized an impairment loss of €74,010.

Impairment test as at December 31, 2018

WEH North America CGU

        The recoverable amount of the US North America CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 9.0% and cash flows beyond the five-year period are extrapolated using a 2.5% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.6% (i.e. to 9.6%), or a decrease in growth rate of 0.6% (i.e. to 1.9%) would result in impairment.

WEH EMEA CGU

        The recoverable amount of the WEH EMEA CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 10.0% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

F-95

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

23. Goodwill and intangible assets with indefinite useful lives (Continued)

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 1.8% (i.e. to 11.8%), or a decrease in growth rate of 2.1% (i.e. to 0.9%) would result in impairment.

WEH Asia CGU

        The recoverable amount of the WEH Asia CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 11.0% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 1.8% (i.e. to 12.8%), or a decrease in growth rate of 1.5% (i.e. to 1.5%) would result in impairment.

WEH Oceania CGU

        The recoverable amount of the WEH Oceania CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 9.0% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.2% (i.e. to 9.2%), or a decrease in growth rate of 0.3% (i.e. to 2.7%) would result in impairment.

Impairment test as at December 31, 2017

WEH North America CGU

        The recoverable amount of the WEH North America CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 9% and cash flows beyond the five-year period are extrapolated using a 2.4% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 1.8% (i.e. to 9.1%), or a decrease in growth rate of 0.1% (i.e. to 2.3%) would result in impairment.

WEH EMEA CGU

        The recoverable amount of the WEH EMEA CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 9.0% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.1% (i.e. to 9.1%), or a decrease in growth rate of 0.1% (i.e. to 2.9%) would result in impairment.

F-96

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

23. Goodwill and intangible assets with indefinite useful lives (Continued)

WEH Asia CGU

        The recoverable amount of the WEH Asia CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 11.0% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 21.5% (i.e. to 32.5%), or a decrease in growth rate of 116.0% (i.e. to –113.0%) would result in impairment.

WEH Oceania CGU

        The recoverable amount of the WEH Oceania CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The discount rate applied to cash flow projections is 9% and cash flows beyond the five-year period are extrapolated using a 2.8% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.1% (i.e. to 9.1%), or a decrease in growth rate of 0.1% (i.e. to 2.7%) would result in impairment.

Impairment test as at December 31, 2016

WEH North America CGU

        The recoverable amount of the WEH North America CGU has been determined based on weighting of guideline transactions method and discounted cash flow method calculation using cash flow projections from financial budgets approved by senior management covering a nine-year period, since the forecast after the fifth year can be justified. The discount rate applied to cash flow projections is 9% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. It was concluded that the fair value less costs of disposal did not exceed the value in use. As a result of this analysis, management has recognized an impairment charge of €12,402 in the current year against goodwill with a carrying amount of €507,277 as at December 31, 2016.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.5% (i.e. to 9.5%) would result in a further impairment of €25,761, while a decrease in growth rate of 0.5% (i.e. to 2.5%) would result in a further impairment of €20,767.

WEH EMEA CGU

        The recoverable amount of the WEH EMEA CGU has been determined based on weighting of guideline transactions method and discounted cash flow method calculation using cash flow projections from financial budgets approved by senior management covering a nine-year period, since the forecast after the fifth year can be justified. The discount rate applied to cash flow projections is 11% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. It was concluded that the fair value less costs of disposal did not exceed the value in use. As a result of this analysis, management has recognized an impairment charge of €61,608 in the current year against goodwill with a carrying amount of €233,764 as at December 31, 2016.

F-97

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

23. Goodwill and intangible assets with indefinite useful lives (Continued)

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.5% (i.e. to 11.5%) would result in a further impairment of €8,135, while a decrease in growth rate of 0.5% (i.e. to 2.5%) would result in a further impairment of €6,330.

WEH APAC CGU

        The recoverable amount of the WEH APAC CGU has been determined based on weighting of guideline transactions method and discounted cash flow method calculation using cash flow projections from financial budgets approved by senior management covering a nine-year period, since the forecast after the fifth year can be justified. The discount rate applied to cash flow projections is 11% and cash flows beyond the five-year period are extrapolated using a 3.0% growth rate. As a result of the analysis, management did not identify an impairment for this CGU.

        The sensitivity analysis made by the management indicated that an increase in the discount rate of 0.1% (i.e. to 11.1%), or a decrease in growth rate of 0.2% (i.e. to 2.8%) would result in impairment.

24. Other assets and other liabilities

Other assets

	December 31, 2018		December 31, 2017
	€		€
Current portion:
Prepayment, project related		69,542		68,061
Deferred expense, non-project related		2,202		3,787
Derivatives not designated as hedging instruments
Currency swap		73		447
Derivatives designated as hedging instruments
Foreign exchange forward contracts		580		408
Financial assets at fair value through profit or loss
Investment in listed equity instruments		5,593		5,280
Restricted cash—current		430		1,058
Long-term receivables due within 1 year		—		400
Bank certificates of deposit		—		2
Cost to fulfill the contract obligation		3,141		—
Total other current assets		81,561		79,443
Non-current portion:
Prepayment, project related		44,868		54,435
Deferred expense, non-project related		595		47
Derivatives designated as hedging instruments
Interest rate swap		—		—
Equity instruments designated at fair value through OCI
Investment in other equity instruments		7,931		—
Cost to fulfill the contract obligation		425		—
Other		1,134		815
Total other non-current assets		54,953		55,297

F-98

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

24. Other assets and other liabilities (Continued)

Other liabilities

	December 31, 2018		December 31, 2017
	€		€
Current portion:
Derivatives not designated as hedging instruments
Foreign exchange forward contracts		69		454
Financial liabilities at fair value through profit or loss
Contingent consideration—current portion		16,255		6,060
Derivatives		773		540
Total other current liabilities		17,097		7,054
Non-current portion:
Derivatives designated as hedging instruments
Interest rate swap		—		39,808
Financial liabilities at fair value through profit or loss
Contingent consideration—non-current portion		12,653		18,294
Share-based payments liabilities		17,784		11,423
Others		1,365		550
Total other non-current liabilities		31,802		70,075

F-99

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

25. Interest-bearing loans and borrowings

	Effective Interest Rate		Maturity		December 31, 2018		December 31, 2017
	%				€		€
Current interest-bearing loans and borrowings
Bank loan floating rate A1		6.4		Jun 26, 2021		1,250		1,291
Bank loan floating rate G2		7.7		Jan 31, 2019		—		377
Bank loan floating rate H3		2.3		Mar 31, 2019		10,000		—
Bank loan floating rate I3		2.3		Sep 30, 2019		11,000		—
Bank loan fixed rate A		2.1		Mar 31, 2017		—		—
Bank loan fixed rate B4		5.2		Jun 27, 2019		1,904		—
Bank loan fixed rate C5		6.1		Sep 20, 2019		1,270		—
Other loan fixed rate B7		4.1		May 24, 2019		63		—
Total current interest-bearing loans and borrowings						25,487		1,668
Non-current interest-bearing loans and borrowings
Bank loan floating rate A1		6.4		Jun 26, 2021		209,718		202,330
Bank loan floating rate J3		2.3		Mar 31, 2020		11,894		—
Bank loan floating rate K3		2.3		Sep 30, 2020		12,885		—
Bank loan floating rate L3		2.3		Mar 31, 2021		13,876		—
Bank loan floating rate M3		2.3		Jun 30, 2021		287,257		—
Other loan floating rate A6		3.1		Jul 21, 2019		—		393,833
Total non-current interest-bearing loans and borrowings						535,630		596,163
Total interest-bearing loans and borrowings						561,117		597,831

1

The loans carried a floating rate of LIBOR+4.00% in 2018 and LIBOR+4.25% in 2017. They were secured by total assets which are owned by certain subsidiaries of the Group as shown below.

	December 31, 2018		December 31, 2017
	€		€
Property, plant and equipment		10,155		8,466
Contract right use of assets		10,146		—
Intangible assets		110,078		106,687
Other non-current assets		1,133		678
Goodwill		186,290		177,142
Deferred tax assets		9,373		11,126
Inventories		5,786		2,957
Trade and other receivables		14,505		20,579
Accrued income and deferred costs		6,338		3,980
Other current assets		10,180		6,719
Cash and cash equivalents		45,802		34,111

2

The loan carried an annual floating rate of USLIBOR+6.24%.

3

The floating rate of the loan varies from 1.75% to 3.25% and depends on the leverage ratio of the subsidiary that borrows the loan.

4

The loan is secured by the property with the amount of €1,707 from one third party and guaranteed by another third party of the Group.

F-100

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

25. Interest-bearing loans and borrowings (Continued)

5

The loan is secured by the property with the amount of €1,428 from one third party and guaranteed by another third party of the Group.

6

The loan carried an effective annual interest rate of 3.10% after taking the effect of cross currency swap into account.

7

The loan is arising from the sale and leaseback transaction which should be recognized as a financial liability.

        The major changes in liabilities arising from financing activities of the Group are proceeds and repayment of borrowings, the reconciliation between the opening and closing balances for the current year are shown as below:

	€
January 1, 2017		691,913
Proceeds from borrowings*		26,498
Repayment of borrowings		(38,649	)
Other movements**		(81,931	)
January 1, 2018		597,831
Acquisition of subsidiaries		3,237
Proceeds from borrowings		350,000
Repayment of borrowings		(377,162	)
Other movements**		(12,789	)
December 31, 2018		561,117

*

The €88,770 borrowing that was granted from Wanda Culture Holding Co., Ltd. in 2017 resulted in an increase in other payables. It is presented as proceeds from borrowings in the consolidated statement of cash flows.

**

The other movements include amortization of upfront and deferred financing fees and exchange differences of the loans.

26. Hedging activities and derivatives

        The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk.

        The Group's risk management strategy and how it is applied to manage risk are explained in note 27.

Cash flow hedges

Foreign currency risk

        Foreign exchange forward contracts measured at fair value are designated as hedging instruments in cash flow hedges of cash inflows (revenue) in US dollars (USD) and cash outflows in Confoederatio Helvetica Franc ("CHF") (mainly payroll expenses).

F-101

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

26. Hedging activities and derivatives (Continued)

        While the Group also enters into other foreign exchange forward contracts with the intention of reducing the foreign exchange risk of expected sales and purchases, these other contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

        The foreign exchange forward contract balances vary with the level of changes in foreign exchange forward rates and interest rates.

        For the foreign currency forward contracts designated as hedging instruments, the terms of the contracts match the terms of the expected highly probable forecast transactions. As a result, there is no hedge ineffectiveness to be recognized in the consolidated statement of profit or loss.

Interest rate risk

        The Group had designated a cross currency swap as a hedging instrument for future repayment of long-term loan denominated in USD. The balance of the cross currency swap agreement varies with the forward exchange rate and the US LIBOR.

	December 31, 2018				December 31, 2017
	Assets		Liabilities		Assets		Liabilities
					€		€
Foreign currency forward contracts		580		—		408		—
Cross currency swap		—		—		—		39,808

        The period of expected hedging cash flow and the period that affects gain and loss are as follows:

	December 31, 2018				December 31, 2017
	Cash Inflow		Cash Outflow		Cash Inflow		Cash Outflow
					€		€
Within 1 year		40,247		—		49,850		—
1 - 3 years		—		83,260		—		422,683
More than 3 years		—		—		—		—

27. Financial instruments risk management objectives and policies

        The Group's principal financial liabilities, other than derivatives, comprise of loans and borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance the Group's operations and to provide guarantees to support its operations. The Group's principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Group also holds bank certificates of deposit and enters into derivative transactions.

        The Group is exposed to market risk, credit risk and liquidity risk. The Group's senior management oversees the management of these risks. The Group's senior management is supported by a financial risk team that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk team provides assurance to the Group's senior management that the Group's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. All

F-102

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

27. Financial instruments risk management objectives and policies (Continued)

derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken. The Group's senior management reviews and agrees policies for managing each of these risks, which are summarized below.

Market risk

        Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, bank certificates of deposit and derivative financial instruments.

        The sensitivity analyses in the following sections relate to the position as at December 31, 2018 and 2017.

        The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place at December 31, 2018.

        The analyses exclude the impact of movements in market variables on: the carrying values of pension and other post-retirement obligations, provisions, and the non-financial assets and liabilities of foreign operations. The analysis for the contingent consideration liability is provided in note 10.

        The following assumptions have been made in calculating the sensitivity analyses:

        The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at December 31, 2018 including the effect of hedge accounting.

        The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges and hedges of a net investment in a foreign operation at December 31, 2018 for the effects of the assumed changes of the underlying risk.

Interest rate risk

        Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates.

Interest rate sensitivity

        The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of hedge accounting. With all other

F-103

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

27. Financial instruments risk management objectives and policies (Continued)

variables held constant, the Group's profit/(loss) before tax is affected through the impact on floating rate borrowings as follows:

	Increase/decrease in basis points	Effect on profit/(loss) before tax
		€
2018
Interest rate increase	100 basis points		(506	)
Interest rate decrease	100 basis points		506
2017
Interest rate increase	100 basis points		(2,405	)
Interest rate decrease	100 basis points		2,405
2016
Interest rate increase	100 basis points		(1,210	)
Interest rate decrease	100 basis points		1,210

        The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

        Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense is denominated in a foreign currency) and the Group's net investments in foreign subsidiaries.

        The Group hedges its exposure to fluctuations by certain foreign currency denominated forecasted cash flows arising from foreign currency denominated borrowings and probable forecasted transactions by using foreign currency swaps and forwards, mainly for foreign exchange risk between EUR and USD as well as CHF.

        When a derivative is entered into for hedging purposes, the Group negotiates the terms of the derivative to match the terms of the hedged exposure. For hedges of forecast transactions, the derivative covers the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

Foreign currency sensitivity

        The following tables demonstrate the sensitivity to a reasonably possible change in CHF/EUR and USD/EUR exchange rates, with all other variables held constant. The impact on the Group's profit before

F-104

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

27. Financial instruments risk management objectives and policies (Continued)

tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives.

	2018			Effect on profit/(loss) before tax
				€
CHF/EUR		+5	%		(2,579	)
USD/EUR		+5	%		1,530

	2017			Effect on profit/(loss) before tax
				€
CHF/EUR		+5	%		(1,984	)
USD/EUR		+5	%		1,598

	2016			Effect on profit/(loss) before tax
				€
CHF/EUR		+5	%		416
USD/EUR		+5	%		780

        The impact on the Group's OCI is mainly due to translation differences from USD and CNY to EUR made by WSH sub-group and WSC sub-group.

	2018			Effect on OCI
				€
USD/EUR		+5	%		(2,454	)
CNY/EUR		+5	%		122

	2017			Effect on OCI
				€
USD/EUR		+5	%		(3,247	)
CNY/EUR		+5	%		936

	2016			Effect on OCI
				€
USD/EUR		+5	%		(3,754	)
CNY/EUR		+5	%		936

        The movement in the pre-tax effect is a result of a change in the fair value of derivative financial instruments not designated in a hedge relationship and monetary assets and liabilities denominated in USD (for WSH and World Endurance Holdings, Inc. ("WEH")), EUR (for IHAG) and Chinese Renminbi Yuan (for WSC), where the functional currency of the entity is a currency other than respective currencies. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

F-105

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

27. Financial instruments risk management objectives and policies (Continued)

Credit risk

        Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

        Customer credit risk is managed by each business unit subject to the Group's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.

        An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 24. The Group evaluates the concentration of risk with respect to trade receivables as insignificant, as its customers are located in several jurisdictions and operate in largely independent markets.

Financial instruments and cash deposits

        Credit risk from balances with banks and financial institutions is managed by the Group's treasury department in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group's senior management on an annual basis, and may be updated throughout the year subject to approval of the Group's finance team. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.

        The Group's maximum exposure to credit risk for the components of the consolidated statement of financial position at December 31, 2018 is the carrying amounts as illustrated in note 24 except for derivative financial instruments. The Group's maximum exposure relating to financial guarantees and financial derivative instruments is shown in the liquidity table below.

31 December 2018

				Trade receivables
							Days past due
	Contract Assets			Current			<1years			1 - 2 years			2 - 3 years			over 3 years			Total
	€			€			€			€			€			€			€
ECL rate		0.36	%		0.45	%		23.27	%		81.37	%		89.05	%		98.40	%
Estimated total gross carrying amount at default		48,969			85,685			101,169			13,492			5,197			5,471			211,014
ECL		(178	)		(386	)		(23,540	)		(10,979	)		(4,628	)		(5,384	)		(44,917	)

F-106

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

27. Financial instruments risk management objectives and policies (Continued)

Liquidity risk

        The Group monitors its risk of a shortage of funds using a liquidity planning tool.

        The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, preference shares, finance leases and hire purchase contracts. The Group's policy is that not more than 25% of borrowings should mature in the next 12-month period.

        Approximately 4.5% and 0.2% of the Group's interest bearing liabilities would mature in less than one year at December 31, 2018 and 2017 respectively based on the carrying value of borrowings reflected in the financial statements. The Group has assessed the concentration of risk with respect to refinancing its debt and considered it to be insignificant. The Group has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

        The table below summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted payments:

Year ended December 31, 2018	Within 1 year		1 to 5 years		>5 years		Total
	€		€		€		€
Interest-bearing loans and borrowings		43,837		571,081		330		615,248
Trade payables		101,228		443		2,546		104,217
Other payables		711,282		952		—		712,234
Accrued expenses		83,516		4,941		—		88,457
Other current liabilities		16,255		—		—		16,255
Other non-current liabilities		—		33,224		—		33,224
Derivatives financial liabilities		842		—		—		842
		956,960		610,641		2,876		1,570,477

Year ended December 31, 2017	Within 1 year		1 to 5 years		>5 years		Total
	€		€		€		€
Interest-bearing loans and borrowings		15,543		608,328		—		623,871
Trade payables		72,473		270		2,705		75,448
Other payables		689,330		952		—		690,282
Accrued expenses		101,351		322		—		101,673
Other current liabilities		6,060		—		—		6,060
Other non-current liabilities		—		31,854		170		32,024
Derivatives financial liabilities		994		39,808				40,802
		885,751		681,534		2,875		1,570,160

        At December 31, 2018, 2017 and 2016, the credit facility is secured by substantially all of the property owned by the Group, and all of its domestic subsidiaries. The credit facility is guaranteed by the Group's domestic subsidiaries.

F-107

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

28. Inventories

	December 31, 2018		December 31, 2017
	€		€
Finished goods		5,935		3,449
Less: Provision for decline in value of inventories		—		(480	)
		5,935		2,969

        During 2018, €376 (2017: €492 and 2016: €351) was recognized as an impairment for inventories and recognized in cost of sales.

29. Trade and other receivables

	December 31, 2018			December 31, 2017
	€			€
Trade receivables		211,014			167,803
Other receivables		121,239			111,829
Prepaid taxes		8,991			6,785
Deposits		1,813			2,794
Others		1,774			2,505
Provisions for trade and other receivables		(44,933	)		(15,563	)
		299,898			276,153

        For terms and conditions relating to related party receivables, refer to note 39.

        Trade receivables and other receivables are non-interest-bearing.

F-108

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

29. Trade and other receivables (Continued)

        Below are the movements in the provision for impairment of receivables:

	Movements
	€
At January 1, 2016		10,654
Provision for the year		2,904
Reversal for the yea		(246	)
Write-off for the year		(1,435	)
Exchange differences		(1,089	)
At December 31, 2016		10,788
Provision for the year		6,215
Reversal for the year		(1,009	)
Write-off for the year		(1,264	)
Exchange differences		833
At December 31, 2017		15,563
Adoption of IFRS 9		512
Provision for the year		32,679
Reversal for the year		(1,605	)
Write-off for the year		(2,240	)
Exchange differences		24
At December 31, 2018		44,933

        The Group individually determined the impairment of the trade receivables by considering the credentials for each customer in 2017 and 2016. The aging analysis of the trade receivables that are not individually nor collectively considered to be impaired for the year 2017 and 2016 is as follows:

	Past due but not impaired
	Within 1 year		1 - 2 year(s)		2 - 3 years		Over 3 years		Total
	€		€		€		€		€
2017		63,374		2,918		483		39		66,814
2016		52,131		2,544		51		1,210		55,936

        As mentioned in note 2.3(o), the Group has adopted IFRS 9 since January 1, 2018, the Group applies a simplified approach in calculating ECLs for the trade and other receivables, and has individually assessed the recoverability risk for overdue receivables which is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. See note 27 for the Group's credit risk management objectives.

F-109

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

30. Cash and cash equivalents

	December 31, 2018		December 31, 2017
	€		€
Cash at banks and on hand		174,992		227,410
Short-term deposits		2,056		3,009
		177,048		230,419

        Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

        As at December 31, 2018, the Group has approximately €117,462 (2017: €44,700 and 2016: €13,400) of undrawn committed borrowing facilities.

31. Share capital and reserves

        Share Capital

        Class B ordinary shares issued and fully paid

	Number of shares		€
At December 31, 2016, December 31, 2017 and December 31, 2018		169,331,173		1,520,816

        As described in note 2.1, the share capital of the Company is presented as if the shares after completion of the Reorganization were issued since inception. The carrying amount of the share capital is in aggregation of the historical cost of investment to the investees from the contributing shareholders of IHAG, WSC and WSH.

        All issued shares to the contributing shareholders of IHAG, WSC and WSH as part of the Reorganization are Class B ordinary shares. Upon any sale, transfer, assignment or disposition of any Class B ordinary share by a holder to any person who is not the Company or an affiliate of the Company, or upon a change of ultimate beneficial ownership of any Class B ordinary share, such Class B ordinary share will be automatically and immediately converted into one Class A ordinary share. Every member holding Class A ordinary shares will have one vote for each Class A ordinary share it holds and every member holding Class B ordinary shares will have four votes for each Class B ordinary share it holds. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Save and except for voting rights and conversion rights, Class B ordinary Shares and Class A ordinary Shares shall rank pari passu with one another and will have the same rights, preferences, privileges and restrictions.

F-110

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

31. Share capital and reserves (Continued)

Capital reserve attributable to equity holders of the parent	€
At January 1, 2016		(1,467,681	)
Increase in other capital reserve due to share-based payment		7,127
Capital contribution1		136,461
At December 31, 2016		(1,324,093	)
Increase in non-controlling interests2		6,287
Increase in non-controlling interests due to exercise of management's options3		631
Increase in other capital reserve due to share-based payment		6,938
At December 31, 2017		(1,310,237	)
Increase in non-controlling interests4		1,703
Increase in other capital reserve due to share-based payment		2,891
At December 31, 2018		(1,305,643	)
Including:
Share based payment reserve		9,036
Capital Surplus		(1,314,679	)

1

In May 2016, the share capital of WSC was fully paid, which led to an increase of €136,461 in the Capital Reserve of the Group.

2

In May 2017 IIHAG, the parent of the Company, repurchased 3.13% of its own shares held by management of IIHAG with the consideration of 3.13% equity interests in IHAG, the subsidiary of the Company (the "Share Swap" transaction). As a result of this share swap transaction, IIHAG became a 100% indirectly owned subsidiary of Wanda Sports & Media (Hong Kong) Company Limited while its equity interests in IHAG decreased from 100% to 96.87%.

3

In 2017, two members of the management exercised the share options granted by IHAG, which resulted in an increase of 0.54% in non-controlling interests in IHAG.

4

In 2018, the participate managers exercised their share options granted by IHAG based on the modification of the plan (see note 35 for details) which resulted in an increase of 2.03% in non-controlling interests in IHAG.

F-111

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

32. Provisions

	Tax provisions1			Provision for severance pay2			Onerous contracts3			Legal claims4		Other provisions5			Total
	€			€			€			€		€			€
At January 1, 2016		1,772			756			3,701			—		1,835			8,064
Acquisition of subsidiaries		536			—			—			—		—			536
Arising during the year		269			1,997			3			300		1,582			4,151
Utilized		—			(1,273	)		(2,489	)		—		(847	)		(4,609	)
Unused amounts reversed		(520	)		—			—			—		(47	)		(567	)
Exchange differences		82			25			(70	)		—		(26	)		11
At December 31, 2016		2,139			1,505			1,145			300		2,497			7,586
Current		1,302			1,467			1,145			—		1,935			5,849
Non-current		837			38			—			300		562			1,737

	Tax provisions1			Provision for severance pay2			Onerous contracts3			Legal claims4			Other provisions5			Total
	€			€			€			€			€			€
At December 31, 2016		2,139			1,505			1,145			300			2,497			7,586
Acquisition of subsidiaries		4,118			—			2,227			—			—			6,345
Arising during the year		5,350			2,039			1,646			956			993			10,984
Utilized		—			(3,111	)		(1,695	)		(296	)		(2,210	)		(7,312	)
Unused amounts reversed		(534	)		—			(100	)		—			(39	)		(673	)
Exchange differences		(319	)		(23	)		(47	)		—			(69	)		(458	)
At December 31, 2017		10,754			410			3,176			960			1,172			16,472
Current		4,260			410			1,447			—			854			6,971
Non-current		6,494			—			1,729			960			318			9,501

	Tax provisions1			Provision for severance pay2			Onerous contracts3			Legal claims4			Other provisions5			Total
	€			€			€			€			€			€
At December 31, 2017		10,754			410			3,176			960			1,172			16,472
Arising during the year		774			292			—			612			54			1,732
Adoption of IFRS 16		—			—			(2,603	)		—			—			(2,603	)
Utilized		—			(390	)		(90	)		(569	)		(901	)		(1,950	)
Unused amounts reversed		(1,305	)		(30	)		(239	)		—			(1	)		(1,575	)
Exchange differences		(147	)		19			43			4			—			(81	)
At December 31, 2018		10,076			301			287			1,007			324			11,995
Current		2,425			301			77			616			—			3,419
Non-current		7,651			—			210			391			324			8,576

1.

Tax provisions: The Group has accrued tax provision in accordance with applicable tax rules. Where uncertainty exists, the Group would make accrual for tax liabilities based on management's best estimate. Such provision were subject to continuous

F-112

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

32. Provisions (Continued)

assessment and provision would be updated accordingly based on latest estimate and audit of related tax jurisdictions. Timing of any outflow of economic benefit is dependent on whether an operating subsidiary is selected for a tax audit and the results of the audit.

2.

Provision for severance pay: The Company recognizes termination benefits as a liability and an expense at the earlier of the following dates: when it can no longer withdraw the offer of those benefits; and when it recognizes costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits. Payments are certain and are paid in accordance with the terms included in the respective termination agreement with the employee.

3.

Onerous contracts: Onerous contracts mainly related to expected loss resulting from sublease office and spectator sports contracts. During 2017, a subsidiary of the Company exited its existing corporate headquarters for a new facility and as such a provision has been recognized for the former headquarters. The provision is based on the contractual remaining lease obligation, less an assumed sublease. This is then discounted to present value. Payments on the provision are certain and are made on a monthly basis in accordance with the lease agreement. Changes to sublease assumptions are updated as new market information becomes available. As part of the valuation and measurement of assets and liabilities, the group assesses on a regular basis any risks in connection with business and non-business related contracts as well as potential tax risks that could lead to a provision. In the past years, contracts with negative gross profit have been identified in summer sports and football.

4.

Legal claims in 2016 and 2017 mainly resulted from the disputes with some employees and consultants in Italy. In 2018, provisions for claims increased due to pending risks in Italy, including new media litigation, access to signal mark-up due to insolvency of a customer and litigation with a supplier. Timing of any outflow of economic benefit is 2019. During the reporting period pending litigations with consultants were settled.

5.

Other provisions mainly resulted from two provisions for commercial partners in China.

33. Accrued expenses and deferred income

	December 31, 2018		December 31, 2017
	€		€
Accrued expense, project related		58,216		65,723
Accrued expense, non-project related		30,241		35,951
Total accrued expense		88,457		101,674
Current		83,516		101,352
Non-current		4,941		322

	December 31, 2018		December 31, 2017
	€		€
Deferred income, project related		—		210,878
Deferred income, non-project related		17		—
Total deferred income		17		210,878
Current		7		192,718
Non-current		10		18,160

F-113

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

33. Accrued expenses and deferred income (Continued)

Contract Liabilities

	December 31, 2018		December 31, 2017
	€		€
Total contract liabilities		199,166		—
Current		185,681		—
Non-current		13,485		—

34. Long-term payroll payables

	December 31, 2018		December 31, 2017
	€		€
Net defined benefit liability		9,142		6,738
Long-term termination benefits		2,816		2,867
Other long-term payroll payable		812		938
		12,770		10,543

        The defined benefit plan covers the employees of some subsidiaries of the Group in Europe. The Group's defined benefit plans require contributions to be made to a separately administered fund. The most significant plan is situated in Switzerland, where most of the Group's employees are located. Swiss employers are obliged by law to provide a minimum pension plan for their staff. Funding is granted there by means of defined saving contributions on individual retirement assets at a guaranteed interest rate.

        The termination benefits cover the employees in some European subsidiaries of the Group. In this benefit plan, a predefined percentage of the gross salary of each employee is allocated to TFR ("trattamento di fine rapporto"). The plan is unfunded. At year-end, the total amount is re-valued based on rates predefined by the Italian authorities. Each employee that joins this plan is entitled to the TFR upon leaving the company. In addition, the employee has the right to decide whether the TFR should be funded by a pension fund or should remain with the employer.

        The plan is exposed to interest rate risk, the risk of changes in the life expectancy for pensioners and equity market risk.

        The actuarial valuations of the plan assets and the present value of the defined benefit obligations were carried out at December 31, 2018, and December 31, 2017 by Swiss and Italian actuarial valuation companies, using the projected unit credit actuarial valuation method.

F-114

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

34. Long-term payroll payables (Continued)

        The following tables summarize the components of net benefit expense recognized in the consolidated statement of profit or loss and the funded status and amounts recognized in the statement of financial position for the respective plans:

Defined benefit plans

	2018			2017
	€			€
Current service cost		3,192			2,542
Interest cost on benefit obligation		316			347
Expected return on plan assets		(223	)		(212	)
Administrative expenses		17			18
Net benefit expense		3,302			2,695

Changes in the present value of the defined benefit obligations

	€
Defined benefit obligations at January 1, 2017		36,455
Interest cost		347
Current service cost		2,542
Benefits paid		(1,800	)
Contribution by plan participants		1,262
Administrative expenses		18
Exchange differences		(2,074	)
Actuarial gain		(405	)
Defined benefit obligations at December 31, 2017		36,345
Interest costs		316
Current service cost		3,192
Benefits paid		(1,851	)
Contribution by plan participants		1,275
Administrative expenses		17
Exchange differences		1,397
Actuarial gain		291
Defined benefit obligations at December 31, 2018		40,982

        The plan assets include a property occupied by the Group with a fair value of €29,024 (2017: €26,740).

F-115

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

34. Long-term payroll payables (Continued)

Changes in the fair value of the plan assets

	€
Plan assets at January 1, 2017		25,814
Interest income		212
Benefits paid		(1,436	)
Return on plan assets		1,377
Contributions by employer		1,844
Contribution by plan participants		1,262
Exchange differences		(2,333	)
Plan assets at December 31, 2017		26,740
Interest income		223
Benefits paid		(1,540	)
Return on plan assets		(625	)
Contributions by employer		1,783
Contribution by plan participants		1,275
Exchange differences		1,168
Plan assets at December 31, 2018		29,024

        The major categories of the plan assets are as follows:

	December 31, 2018			December 31, 2017
Cash and cash equivalents		2	%		1	%
Shares		30	%		27	%
Bonds		40	%		43	%
Real estate		13	%		11	%
Mortgage		—			—
Structured debt		—			1	%
Other		15	%		17	%
Total amount		100	%		100	%

        The principal assumptions used in determining pension and long-term termination benefit obligations for the Group's plans are shown below:

	December 31, 2018		December 31, 2017
	%		%
Discount rate (%)		0.9		0.8
Expected rate of salary increases (%)		1.5		1.5

        The life expectancy for male pensioners at the age of 65 is 21.69 years in 2018, while for female pensioners the life expectancy at the age of 64 is 23.48 years in 2018. The life expectancy for male pensioners at the age of 65 is 21.64 years in 2017, while for female pensioners the life expectancy at the age of 65 is 23.42 years in 2017.

F-116

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

34. Long-term payroll payables (Continued)

        In 2018, the death rate ranged from 0.8% to 11.5% for male pensioners aged between 65 and 88, and between 0.5% to 8.5% for female pensioners aged between 64 and 90. In 2017, the death rate ranged from 0.9% to 12.7% for male pensioners aged between 65 and 88, and between 0.6% to 13.9% for female pensioners aged between 65 and 90.

	2018			2017
	€			€
Assumptions for post-employment healthcare benefit plans:
Discount rate:
0.25% increase		(5,185	)		(1,509	)
0.25% decrease		5,185			1,631
Life expectancy:
Increase by 1 year		643			543
Decrease by 1 year		(643	)		(544	)
Expected rate of salary increases:
0.25% increase		3,618			347
0.25% decrease		(3,618	)		(341	)

        The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligations as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligations as it is unlikely that changes in assumptions would occur in isolation from one another.

        The payments of expected contributions to the defined benefit plans within the next annual reporting period were €1,939 (2017: €1,953).

35. Share-based payment

i.

Equity transaction

        On December 19, 2017, WEH, which is a subsidiary of the Group, issued 4,218 capital shares to certain executives of WEH for a total of USD3,000,000 (approximately €2,619). The price per share paid by the WEH executives was less than the fair value (USD1,570 (approximately EUR1,330) per share) of these shares. As a result, a reversal in compensation expense amounting to €1,108 and a recognition in compensation expense of €3,215 was recognized for the year ended December 31, 2018 and 2017, respectively.

ii.

Equity incentive plan

        In December 2017, WEH adopted the Equity Incentive Plan (the "Plan"). The Plan reserved 84,000 shares of the WEH's common stock for issuance of stock options, equity appreciation rights, restricted stock and restricted stock units ("RSU"s), performance awards and other stock-based awards.

        On December 29, 2017, 44,890 shares of RSUs were granted to WEH's employees, of which 50% are time-based and 50% are performance-based. The RSUs are subject to the Shareholder's Agreement

F-117

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

35. Share-based payment (Continued)

(the "Agreement"), which provides holders with a put option to WEH or WSH at certain dates in the future at a fair market value, as defined in the Agreement. There are two forms of RSU granted agreements, namely the Tier A RSU Grant Agreement ("Tier A RSU") and the non-executive RSU Grant Agreement ("Non-Executive RSU"), which are summarized as follows:

	Tier A RSU	Non-executive RSU
1) Time-based
Vesting conditions	Grading vesting, 20% per year from November 18, 2016 to November 18, 2020	Cliff vesting on January 1, 2021
2) Performance-based
Vesting conditions	To determine on December 31, 2020 based on a cumulative financial target	To determine on December 31, 2020 based on a cumulative financial target
3) Put option
	WEH to purchase back at fair market value at various dates or events, as defined in the Agreement	WSH to purchase back at fair value, starting from December 31, 2023

        The Group recognized €6,813 and €6,223 share-based payment expenses for the RSUs for the year ended December 31, 2018 and 2017 respectively, which was accounted for as cash-settled share-based payment and a liability was recognized. The liability is remeasured at each reporting date.

        The Group has the full and complete discretion to distribute the fully vested RSUs in cash.

Movements during the year

        The following table illustrates the number of WEH RSUs during the year:

	2018 Number of RSUs			2017 Number of RSUs
Outstanding at January 1		44,890			—
Granted during the year		5,135			44,890
Forfeited during the year		(2,280	)		—
Expired during the year		—			—
Outstanding at December 31		47,745			44,890

        The Group measured the fair value of RSUs initially and at each reporting date up to and including the settlement date, with changes in fair value recognized as expense. The fair value of each RSU was estimated at USD1,230 (approximately EUR1,042) and USD1,570 (approximately EUR1,330) per share as at December 31, 2018 and 2017, respectively, consisting of the aggregation of the fair values of the WEH's

F-118

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

35. Share-based payment (Continued)

common stock and a put option to purchase back the RSUs. The fair value of the stock as at December 31, 2018 and 2017 was determined using a weighted combination of a market approach and an income approach, less a discount for lack of marketability. The fair value of the put option was calculated using the Black Scholes model.

        The following table lists the inputs used in the Black Scholes model for the year ended December 31, 2018:

	2018 RSUs		2017 RSUs
Weighted average fair values at the measurement date		USD 1,230		USD 1,570
Weighted average cost of capital (%)		10.3		10
Growth rate (%)		3.25		3
Risk-free rate (%)		2.5		2.3
Standard deviation (%)		52.5		39.3
Discount for lack of marketability ("DLOM") (%)*		34		23
Expected put option period		5 years		6 years

*

The Protective Put method was used to quantify the discount for lack of marketability ("DLOM"). With the Protective Put method, the discount is estimated as the value of an at-the money put with a life equal to the period of restriction, divided by the marketable stock value.

        The Protective Put method was used to quantify DLOM. With the Protective Put method, the discount is estimated as the value of an at-the-money put with a life equal to the period of restriction, divided by the marketable stock value.

        The put option period was expected to be 5 years, as the Group determined that it was more likely than not that the RSUs holders would exercise the put option on December 31, 2023.

        The weighted average remaining contractual life for the RSUs as at December 31, 2018 and 2017 was 1.98 years and 2.98 years, respectively.

iii.

Investment Shareholders' Agreement ("ISA") Plan

        On July 7, 2015, IIHAG reached the ISA with WSM, Wanda Culture Holding Company Limited, as well as its senior managements ("Managers"). According to the agreement, WSM granted a number of options of IIHAG to the Managers which can be vested equally over the service period from January 1, 2015 to December 31, 2019. The number of options granted will be based on the completion of the normalized EBITDA targets as defined in the agreement.

        Each Manager has the right to request WSM to purchase, or procure to purchase all of the shares of a manager upon option exercise under the agreement on the earliest of the termination of engagement of such Manager (such manager is not a bad leaver), the occurrence of reputational issues at the level of Wanda Culture having a material adverse effect on the valuation or reputation thereof, or on or after January 1, 2020 ("put option").

        Meanwhile, WSM has the right to purchase or procure to purchase all of the shares of a manager upon option exercise under the agreement under the circumstances that such manager commits a material breach, or becomes a leaver of IIHAG ("call option").

F-119

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

35. Share-based payment (Continued)

        The exercise price of the put and call option was determined as a formula in the agreement which is based on the normalized EBITDA of IIHAG ("option fair value"), unless with respect to the call option, a manager was not a good leaver ("bad leaver") or committed a material breach, or with respect to the put option, a manager failed to achieve the lower completion target of the normalized EBITDA which was defined in the agreement.

        On May 23, 2016, an amendment agreement was signed by the parties to the ISA. The amendment agreement illustrated that the bad leavers can also exercise the call option at the option fair value.

        The options of IIHAG held by the Managers were further replaced by the options of IHAG ("option swap") at a specific exchange ratio through two additional amendment agreements which were signed on May 19, 2017. No changes in the fair value of the granted equity instrument were recognized due to the amendment of the plan.

        On October 25, 2018, the Group reached the Purchase and Transfer Agreement to modify the vesting terms of certain employee options. A particular portion of the options under the ISA plan have been fully vested in 2018, while some of the remaining part will be vested during the year of 2019, or will be forfeited and replaced by the awards granted under a new scheme if the new option scheme is established.

        The total compensation expense recognized for the plan was €3,015, €6,938 and €7,127 for the year ended December 31, 2018, 2017 and 2016 respectively.

Movements during the year

        The following table illustrates the number of options during the year:

	Number of options			Weight average exercise price per option
	€			€
As at January 1, 2016		56,262			92.47
Exercised during the year		(5,621	)		91.73
Forfeited during the year		(16,807	)		—
As at December 31, 2016		33,834			93.12
Exercised during the year		(1,152	)		90.10
Forfeited during the year		(3,444	)		—
As at December 31, 2017		29,238			85.44
Exercised during the year		(14,732	)		88.00
Forfeited during the year		(8,191	)		—
As at December 31, 2018		6,315			89.07

*

The figures shown above were in a simplified approach which were under the assumption that the option swap has been completed already on the grant date. The weight average exercise price per IHAG option is CHF100 (approximately EUR87).

        The Group recognized share-based payment expenses equal to the grant date fair value for all options granted that are expected to vest. The fair value was estimated at €1,508 per option on the date of grant, which was the fair value of the IIHAG's common stock less the exercise price of the option.

F-120

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

35. Share-based payment (Continued)

        The fair value of the option on the date of grant was determined based on the purchase price at which IIHAG was acquired by the subsidiary of WSM on the same date of the grant date. There are no additional options granted after the initial option granted date in 2015.

        The vested and exercisable outstanding IHAG options with a weighted average grant date fair value of €1,508 per option. Those options can be exercised once any of the exercise events defined in the agreement were triggered.

        The put option period was expected to be 5 years, as the Group determined that it was more likely than not that the options holders would exercise the put option on January 1, 2020.

        The weighted average remaining contractual life for the options as at December 31, 2018, 2017, 2016 were 0.75 years, 2 years and 3 years, respectively.

iv.

Share Option Scheme ("SOS")

        As mentioned in Note 7(c), the Company acquired 55% outstanding shares of Yongda and the rest 45% is held by Evertop Technology (Int'l) Limited, a subsidiary of HK listing entity, Century Sage Scientic Holdings Limited ("CSS", SEHK stock code: 1450).

        On June 13, 2014, CSS issued equity-settled SOS to the Eligible Participants ("EP") as incentives or rewards for the contributions. EPs are not required to hold an option for any minimum period nor achieve any performance targets before the exercise of an option granted unless otherwise determined by the Director and stated in the offer to the EPs.

        On April 9, 2015, the board of directors of CSS approved a share option of 14,216,000 shares at the exercise price of 1.84 Hong Kong Dollar ("HKD") (the "2015 Scheme") (approximately EUR 0.22). The options were divided into 2 tranches at the grant date. The first tranche of 50% of the option can be exercised beginning on the 3rd anniversary of the grant date, and the remaining tranche will become exercisable on the 4th anniversary of the grant date. EPs in Yongda obtained 1,018,000 shares. The fair values of two tranches was HKD0.42 per option and HKD0.41 per option respectively on the grant date. As at December 31, 2018, 509,000 options have been vested but not exercised.

        On April 7, 2016, the board of directors of CSS approved a share option of 13,542,000 shares at the exercise price of HKD0.77 (the "2016 Scheme") (approximately EUR 0.09). 12,912,000 share options under the 2016 Scheme were divided into 2 tranches at the grant date. The first tranche of 50% of the option can be exercised beginning on the 2rd anniversary of the grant date and the remaining tranche will become exercisable on the 3th anniversary of the grant. The remaining 630,000 share options under the 2016 Scheme were divided into 2 tranches at the grant date. The first tranche of 50% of the option can be exercised beginning on the 3rd anniversary of the grant date and the remaining tranche will become exercisable on the 4th anniversary of the grant date. EPs in Yongda obtained 1,188,000 shares of 12,912,000 share options under the 2016 Scheme. The fair values of two tranches was HKD0.28 (approximately EUR 0.03) per option and (approximately EUR 0.03) HKD0.27 per option respectively on the grant date. As at December 31, 2018, 594,000 options have been vested but not exercised.

        In November 28, 2018, the board of directors of CSS approved a share option of 57,670,000 shares at the exercise price of HKD0.22 (the "2018 Scheme") (approximately EUR 0.02). The options can be exercised beginning on the 2nd anniversary of the grant date. EPs in Beijing Evertop Sports Culture

F-121

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

35. Share-based payment (Continued)

Media Co. Ltd. obtained 2,250,000 shares. The fair value of the 2018 Scheme option was HKD0.08 (approximately EUR 0.01) per option on the grant date.

        The total SOS expense recognized for the plan was €18, for the year ended December 31, 2018 and the total compensation expense recognized for the plan after the acquisition in November 2018 was €3.

Movements of SOS during the year

        The following table illustrates the number of options during the year:

	The 2015 Scheme		The 2016 Scheme		The 2018 Scheme
Outstanding at January 1, 2018		1,018,000		1,188,000		—
Granted during the year		—		—		—
Forfeited during the year		—		—		—
Expired during the year		—		—		—
Outstanding at November 1, 2018		1,018,000		1,188,000		—
Granted during the year		—		—		2,250,000
Forfeited during the year		—		—		—
Expired during the year		—		—		—
Outstanding at December 31, 2018		1,018,000		1,188,000		2,250,000

        Yongda recognized share-based payment expenses equal to the grant date fair value for all options granted that are expected to vest. The option period was expected to be expired on the 5th anniversary of the grant date.

        The weighted average remaining contractual life for the options as at December 31, 2018 for 2015 Scheme, 2016 Scheme and 2018 Scheme were 1.27 years, 2.27 years and 4.91 years, respectively.

36. Trade and other payables

	December 31, 2018		December 31, 2017
	€		€
Trade payables		98,491		74,843
Other payables		37,227		20,734
Related parties		680,733		670,153
		816,451		765,730

        Terms and conditions of the above financial liabilities:

•

Trade payables and other payables are non-interest-bearing and are normally settled in less than 12 months;

•

For terms and conditions with related parties, refer to note 39;

•

For explanations on the Group's liquidity risk management processes, refer to note 27.

F-122

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

37. Lease liabilities

	December 31, 2018
	€
Current portion		9,863
Non-current portion		28,841
		38,704

        For certain leases, the Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

        The Minimum of each year for undiscounted lease payments to be paid on an annual basis is shown as below:

	December 31, 2018
	€
within 1 year		10,909
1-2 years		9,884
2-3 years		7,360
3-4 years		4,780
4-5 years		3,925
>5 years		5,533
Total		42,391

38. Commitments and contingencies

Operating lease commitments—Group as a lessee

        The Group entered into operating leases on certain office and IT equipment, machinery, and equipment, with lease terms of at least one and five years or more. The Group has the option, under some of its leases, to lease the assets for additional terms. Future minimum rentals payable under non-cancellable operating leases are as follows:

	December 31, 2018*		December 31, 2017
	€		€
Not later than 1 year		682		10,762
Later than 1 year and not later than 5 years		3		26,411
Later than 5 years		—		7,972
		685		45,145

*

The Group adopted IFRS 16 since January 1, 2018, the figures shown above are the minimum rentals payable which are payments of short-term lease and lease of low value assets, that have not been capitalized as lease liabilities.

F-123

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

38. Commitments and contingencies (Continued)

Commitments

        The Group had commitments of €1,399,346 and €908,171 which comprise of future payment obligations to commercial rights owners in relation with a full buy-out model as at December 31, 2018 and December 31, 2017 respectively.

Contingent Liabilities

        Contingent liabilities include joint and several guarantees (minimum guarantees and guarantees for corporate existence) for some of the subsidiaries of the Group, mainly towards federations, of €179,923 and €256,323 as at December 31, 2018 and 2017 respectively. The decrease was mainly due to the reduction of the joint and several guarantees following the satisfaction of related performance obligations.

        The Group guaranteed minimum revenues to some of its customers/suppliers when it is acting as an agent/advisor for the sale of media and sponsorship rights. The Group's exposure to the guaranteed minimum revenues were €1,208,954 and €3,445,777 as at December 31, 2018 and 2017 respectively.

Standby Letter of Credit

        The Group has entered into several standby letters of credit in the total amounts of €1,638 and €1,700 as at December 31, 2018 and 2017, respectively, with various financial institutions that guarantee certain future payments required to be made in connection with leasing arrangements and acquisitions.

Legal claim contingency

        On November 2018 a customer filed a claim for the alleged infringement of certain contractual obligation, which cause significant damages on it for an amount of €13,500. The Group has been advised by its legal counsel that it is only possible, but not probable, that an action will succeed. At this stage the lawsuit seems to be unsupported by evidence. A first trial date has been fixed for March 2019, therefore it is not practicable to state the timing of the payment, if any.

        Accordingly, no provision for any liabilities has been made in the financial statements. The Group has no other significant legal claim contingency.

F-124

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

39. Related party disclosures

        The following table provides the amounts of material transactions that have been entered into with related parties for the relevant financial years. Please refer to note 6 for the details of the Group's structure:

		Sale of goods and rendering of services to related parties		Purchase of goods and receipt of services from related parties
		€		€
Entities controlled by the same ultimate controlling shareholder:
Dalian Wanda Group Co., Ltd.1	2018		10,317		—
	2017		10,511		—
	2016		8,216		—
Wuhan Wanda East Lake Real Estate Development Co., Ltd.1	2018		147		—
	2017		712		—
Nanning Wanda Mall Investment Co., Ltd	2018		859		—
Nanjing Wanda Mall Investment Co., Ltd.	2018		859		—
Shanghai Qingpu Wanda Mall Investment Co., Ltd	2018		762		—
Sunseeker International Ltd	2018		128		—
Joint ventures in which the parent is a venturer:
Infront Ringier Sports & Entertainment Switzerland AG4	2018		30		1,188
	2017		79		1,308
	2016		6		2,416
International Games Broadcast Services AG5	2018		3,850		—
	2017		718		—
	2016		4		—
DEB Eishockey Sport GmbH3	2017		1,311		—
	2016		200		—
OC 2018 IIHF WM ApS	2018		536		684
	2017		100		—
	2016		200		—
Associate:
FIS Marketing AG2	2018		855		—
	2017		715		—
	2016		767		6

1

The Group provided services in relation to the sponsorship of the International Federation of Association Football ("FIFA") for Dalian Wanda Group Co., Ltd. and Wuhan Wanda East Lake Real Estate Development Co., Ltd.

2

The Group provided services in relation to the marketing implementation of the International Ski Federation ("FIS") Alpine World Cup races for FIS Marketing AG.

3

The Group provided consulting services in relation to the International Ice Hockey Federation ("IIHF") World Championships for DEB Eishockey Sport GmbH.

4

The Group acquired media and sponsorship rights in respect of sport events in Switzerland from Infront Ringier Sports & Entertainment Switzerland AG.

5

The Group provided services in relation to host broadcasting operations of Southeast Asian Games as well as Asian Games for International Games Broadcast Services AG.

F-125

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

39. Related party disclosures (Continued)

        The following table provided material amounts due to or from related parties for the relevant financial years:

		Amounts due from related parties		Amounts due to related parties
		€		€
Entities controlled by the same ultimate controlling shareholder:
Dalian Wanda Group Co., Ltd.1	December 31, 2018		5,238		—
Infront International Holdings AG	December 31, 2018		—		952
	December 31, 2017		—		4,565
Wanda Culture Holding Co., Ltd.	December 31, 2018		—		460,551
	December 31, 2017		—		441,331
Beijing Wanda Culture Industry Group Co. Ltd.	December 31, 2018		107,898		—
	December 31, 2017		108,973		17,684
Wanda Sports & Media (Hong Kong) Co. Limited	December 31, 2018		221		—
	December 31, 2017		851		—
Shanghai Qingpu Wanda Mall Investment Co., Ltd.	December 31, 2018		—		97
	December 31, 2017		838		859
Nanjing Wanda Mall Investment Co., Ltd.	December 31, 2017		—		859
Nanning Wanda Mall Investment Co., Ltd.	December 31, 2017		—		859
Wanda America Development Co., Ltd.	December 31, 2018		—		—
	December 31, 2017		17,031		—
Wanda America Investment Holding Co., Ltd.	December 31, 2018		—		43,655
	December 31, 2017		—		41,895
Wanda Sports & Media (Hong Kong) Holding Co., Ltd.	December 31, 2018		783		174,620
	December 31, 2017		—		167,580
Joint ventures in which the parent is a venturer:
Infront Ringier Sports & Entertainment Switzerland AG	December 31, 2018		118		380
	December 31, 2017		274		195
International Games Broadcast Services AG	December 31, 2018		3,778		—
	December 31, 2017		40		—
DEB Eishockey Sport GmbH	December 31, 2017		83		—
OC 2018 IIHF WM ApS	December 31, 2018		3		7
	December 31, 2017		150		150
Associate:
FIS Marketing AG	December 31, 2018		108		—
	December 31, 2017		175		3
Key management personnel of the Group	December 31, 2018		—		—
	December 31, 2017		1,843		—

F-126

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

39. Related party disclosures (Continued)

        There have been no guarantees provided or received for any related party trade receivables or trade payables. Outstanding balances at the year-end are unsecured and interest-free and settlement occurs in cash.

        The following table provides information on material loans to related parties for the relevant financial years.

		Interest income		Amounts due from related parties
		€		€
Loans to related parties:
Entities controlled by the same ultimate controlling shareholder:
Wanda Sports & Media (Hong Kong) Co. Limited6	December 31, 2018		336		5,410
	December 31, 2017		778		24,266
Infront International Holdings AG8	December 31, 2018		270		—
Joint ventures in which the parent is a venturer:
Infront Ringier Sports & Entertainment Switzerland AG9	December 31, 2018		5		10
	December 31, 2017		9		—
	December 31, 2016		5		927

6

The Group had a loan receivable balance of €5,410 as at December 31, 2018 and €24,266 as at December 31, 2017 with Wanda Sports & Media (Hong Kong) Co. Limited. The loan carried annual interest rates ranging from 3.6% to 3.7% in 2018 with a maturity date of December 2, 2026.

7

As at December 31, 2016, the Group had a loan receivable balance of €141,263 with Infront Finance Luxembourg Sàrl. The loan carried an annual interest rate of 5.2% with a maturity date of July 21, 2019. The amount was netted off by the dividend declared by the Company in 2017.

8

During 2018, a loan in the amount of €12,235 was granted to Infront International Holdings AG, which was then waived in late 2018.

9

The Group had a loan receivable balance of €10 as at December 31, 2018 and €0 as at December 31, 2017 with Infront Ringier Sports & Entertainment Switzerland AG. As at December 31, 2018, the loan was impaired to €10. It carried an annual interest rate of 0.3% with a maturity date of December 31, 2020.

F-127

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

39. Related party disclosures (Continued)

        The following table provides information on material loans from related parties for the relevant financial years.

		Interest expense		Amounts due to related parties
		€		€
Loans from related parties:
Entities controlled by the same ultimate controlling shareholder:
Infront International Holdings AG10	December 31, 2018		7,615		—
	December 31, 2017		19,497		393,833
	December 31, 2016		8,290		449,870
Infront Finance Luxembourg Sàrl11	December 31, 2016		9,227		—

10

The Group had a loan payable balance of €0 as at December 31, 2018, €393,833 as at December 31, 2017 and €449,870 as at December 31, 2016 with Infront International Holdings AG. The loan was fully repaid on May 24, 2018. It had a maturity date of July 21, 2019 and carried an effective annual interest rate of 3.1% after taking into account the effect of Cross Currency Swap.

11

As at January 1, 2016, the Group had a loan payable balance of €215,146 with Infront Finance Luxembourg Sàrl which was paid off by the end of July 2016. The loan carried an effective annual interest rate of 7.5% with a maturity date of June 28, 2018.

        The following table provides compensation of key management personnel of the Group.

	2018		2017		2016
	€		€		€
Short-term employee benefits		6,638		7,089		5,223
Post-employment benefits		48		51		51
Share-based payments		6,050		6,847		3,080
Total compensation paid to key management personnel		12,736		13,987		8,354

        The amounts disclosed in the table are the amounts recognized as an expense during the reporting period related to key management personnel.

40. Events after the reporting period

Major acquisitions after the reporting period

        In February 2019, the Group acquired Youthstream, a Monaco-based company that manages the exclusive television, marketing and promotional worldwide rights of the FIM Motocross World Championship. The purchase price amounts to €120,000, including an upfront payment of €80,000 paid in cash at the acquisition date, subsequent payment and contingent consideration of €40,000 in total.

Senior 364 day term loan facility

        On March 15, 2019, the Company entered into a USD 400 million (equivalent to €356,200, using exchange rate as at March 31, 2019) unsecured senior term loan facility with Morgan Stanley Asia Limited, as arranger, and China Construction Bank (Asia) Corporation Limited, as facility agent. BWCIGC has entered into a keepwell deed in respect of the facility.

        The interest rate of the term loan is 11.5% per annum, and the Company intends to use the proceeds to repay the loan balance against WSM as well as for general corporate purposes.

F-128

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

			For the three months ended
	Notes		March 31, 2019			March 31, 2018
			€			€
Revenue		7		245,619			234,104
Cost of sales				(185,501	)		(152,479	)
Gross profit				60,118			81,625
Personnel expenses				(33,433	)		(33,138	)
Selling, office and administrative expenses				(12,686	)		(12,343	)
Depreciation and amortization				(7,850	)		(7,567	)
Other operating income/(expense), net				1,012			(17,301	)
Finance costs				(10,362	)		(13,005	)
Finance income				651			5,838
Share of profit/(loss) of associates and joint ventures				137			(316	)
(Loss)/profit before tax				(2,413	)		3,793
Income tax				(6,223	)		8
(Loss)/profit for the period				(8,636	)		3,801
Attributable to:
Equity holders of the parent				(8,860	)		3,353
Non-controlling interests				224			448
				(8,636	)		3,801
Earnings per share:		9
Basic, (loss)/profit for the period attributable to ordinary equity holders of the parent				(0.05	)		0.02
Diluted, (loss)/profit for the period attributable to ordinary equity holders of the parent				(0.05	)		0.02

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

F-129

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

		For the three months ended
	Notes	March 31, 2019			March 31, 2018
		€			€
(Loss)/profit for the period			(8,636	)		3,801
Other comprehensive income
Other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods (net of tax):
Net loss on cash flow hedges	8		(333	)		(2,376	)
Exchange differences on translation of foreign operations	8		5,204			2,412
Net other comprehensive income to be reclassified to profit or loss in subsequent periods			4,871			36
Other comprehensive income for the period, net of tax	8		4,871			36
Total comprehensive (loss)/income for the period, net of tax			(3,765	)		3,837
Attributable to:
Equity holders of the parent			(4,757	)		3,528
Non-controlling interests			992			309
			(3,765	)		3,837

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

F-130

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

	Notes	March 31, 2019		December 31, 2018
		€		€
ASSETS
CURRENT ASSETS
Cash and cash equivalents	20		186,739		177,048
Trade and other receivables	19		290,456		299,898
Accrued income	12		9,914		6,474
Contract assets	12		49,197		39,714
Inventories	18		8,056		5,935
Income tax receivables			2,772		8,816
Other assets			82,723		81,561
			629,857		619,446
NON-CURRENT ASSETS
Long-term receivables			7,252		6,271
Investments in associates and joint ventures			5,671		5,551
Property, plant and equipment	10		26,737		26,048
Right of use assets			34,529		35,789
Intangible assets	11		434,074		423,488
Goodwill	5,13		797,231		677,326
Contract assets	12		9,264		9,077
Deferred tax assets			25,788		24,562
Other assets			57,874		54,953
			1,398,420		1,263,065
TOTAL ASSETS			2,028,277		1,882,511

F-131

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

	Notes	March 31, 2019			December 31, 2018
		€			€
LIABILITIES
CURRENT LIABILITIES
Trade and other payables			135,059			816,451
Interest-bearing liabilities	14		375,276			25,487
Lease liabilities			10,301			9,863
Accrued expense			72,941			83,516
Deferred income			937			7
Contract liabilities	15		217,797			185,681
Other liabilities			24,598			17,097
Income tax payable			26,346			31,009
Provisions			7,415			3,419
			870,670			1,172,530
NON-CURRENT LIABILITIES
Interest-bearing liabilities	14		627,646			535,630
Lease liabilities			27,549			28,841
Accrued expenses			4,941			4,941
Deferred income			—			10
Contract liabilities	15		22,261			13,485
Deferred tax liabilities			83,860			82,941
Provisions			4,090			8,576
Long-term payroll payables			12,678			12,770
Other liabilities			47,998			31,802
			831,023			718,996
TOTAL LIABILITIES			1,701,693			1,891,526
EQUITY
Share capital			1,520,816			1,520,816
Reserves			(978,244	)		(1,321,685	)
Accumulated deficit			(216,426	)		(207,566	)
Equity/(deficit) attributable to equity holders of the parent			326,146			(8,435	)
Non-controlling interests			438			(580	)
Total equity/(deficit)			326,584			(9,015	)
Total liabilities and equity			2,028,277			1,882,511

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

F-132

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

	Attributable to equity holders of the parent
	Share capital		Capital reserve			Other comprehensive income/(loss)			Accumulated deficit			Total			Non- controlling interests			Total equity/ (deficit)
	€		€			€			€			€			€			€
As at December 31, 2018		1,520,816		(1,305,643	)		(16,042	)		(207,566	)		(8,435	)		(580	)		(9,015	)
Profit/(loss) for the period		—		—			—			(8,860	)		(8,860	)		224			(8,636	)
Other comprehensive income/(loss) for the period:
Cash flow hedges, net of tax		—		—			(314	)		—			(314	)		(19	)		(333	)
Exchange differences on translation of foreign operations		—		—			4,417			—			4,417			787			5,204
Total comprehensive income/(loss) for the period		—		—			4,103			(8,860	)		(4,757	)		992			(3,765	)
Deemed contribution*		—		338,915			—			—			338,915			—			338,915
Share-based payment		—		423			—			—			423			26			449
As at March 31, 2019		1,520,816		(966,305	)		(11,939	)		(216,426	)		326,146			438			326,584

*

In March 2019, a payable of €338,915 to a shareholder of the Group were waived and converted into an investment by this shareholder. Therefore, an increase of €338,915 was recognized as a capital reserve.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

F-133

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

	Attributable to equity holders of the parent
	Share capital		Capital reserve			Other comprehensive income/(loss)			Accumulated deficit			Total			Non- controlling interests			Total equity/ (deficit)
	€		€			€			€			€			€			€
As at December 31, 2017		1,520,816		(1,310,237	)		(17,010	)		(247,533	)		(53,964	)		(5,409	)		(59,373	)
Changes in accounting policies		—		—			(68	)		556			488			(31	)		457
As at January 1, 2018		1,520,816		(1,310,237	)		(17,078	)		(246,977	)		(53,476	)		(5,440	)		(58,916	)
Profit for the period		—		—			—			3,353			3,353			448			3,801
Other comprehensive income for the period:
Cash flow hedges, net of tax		—		—			(2,289	)		—			(2,289	)		(87	)		(2,376	)
Exchange differences on translation of foreign operations		—		—			2,464			—			2,464			(52	)		2,412
Total comprehensive income for the period		—		—			175			3,353			3,528			309			3,837
Share-based payment		—		943			—			—			943			30			973
As at March 31, 2018		1,520,816		(1,309,294	)		(16,903	)		(243,624	)		(49,005	)		(5,101	)		(54,106	)

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

F-134

WANDA SPORTS GROUP COMPANY LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

	For the three months ended
	March 31, 2019			March 31, 2018
	€			€
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/profit for the period		(8,636	)		3,801
Total non-cash adjustments		22,923			34,686
Total working capital adjustments		(44,174	)		(20,578	)
Net cash flows used in operating activities		(29,887	)		17,909
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries		(74,482	)		—
Contingent consideration and liabilities from business combination paid		(3,845	)		(2,341	)
Acquisition of investment in equity instruments		(741	)		(7,931	)
Purchases of property, plant and equipment and intangible assets		(4,409	)		(1,986	)
Proceeds from sale of property, plant and equipment and intangible assets		3			177
Restricted cash, net		310			93
Disposal of a subsidiary		37			—
Granting of loans		—			(625	)
Net cash flows used in investing activities		(83,127	)		(12,613	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		445,973			—
Repayment of borrowings		(321,087	)		(886	)
Capital contribution		—			2,541
Repurchase of shares under share-based payment plan		(2,675	)		—
Repayment of the principle portion of the lease liability		(2,573	)		(1,899	)
Net cash flows used in financing activities		119,638			(244	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		6,624			5,052
Cash and cash equivalents at beginning of the period		177,048			230,419
Effect of foreign exchange rate changes, net		3,067			(2,359	)
CASH AND CASH EQUIVALENTS AT END OF PERIOD		186,739			233,112
Supplemental disclosures:
Interest paid in operating activities*		5,699			11,085

*

The amounts of €301 and €230 for the repayment of the interest portion of the lease liability during the three months ended March 31, 2019 and 2018 are included in interest paid in operating activities.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

F-135

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

1. Corporate information

        The interim condensed consolidated financial statement of Wanda Sports Group Company Limited (the "Company") and its subsidiaries (collectively, the "Group") for the three months ended March 31, 2019 and 2018 was authorized for issue in accordance with a resolution of the directors on 31 May, 2019.

        The Company, founded on November 28, 2018, is a limited company incorporated and domiciled in Hong Kong SAR, People's Republic of China. The registered office is located in Hong Kong.

        In anticipation of its initial public offering in the United States of America, the Company underwent a series of reorganization steps (the "Reorganization"). The Company entered into a series of contractual agreements to transfer the business operations of Infront Holding AG ("IHAG"), Wanda Sports Co., Ltd. ("WSC") and Wanda Sports Holdings (USA) Inc. ("WSH") to the Company. The Group has disclosed the details of the Reorganization in the consolidated financial statements for the years ended December 31, 2018, 2017 and 2016.

        The Reorganization was completed in March 2019, and at that time the Company became the holding company of the subsidiaries comprising the Group.

        The Group is principally engaged in the distribution of rights, hosting broadcast, digital media and entertainment, program production, event operations and licensing, brand development and sponsorships.

2. Basis of preparation

        The interim condensed consolidated financial statements for the period ended March 31, 2019 and 2018 have been prepared in accordance with IAS 34 Interim Financial Reporting.

        The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's consolidated financial statements as at December 31, 2018, 2017 and 2016.

3. Changes to the Group's accounting policies

        The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2018, except for the adoption of new standards effective as of January 1, 2019. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The nature and the effect of these changes are disclosed below. Although these amendments apply for the first time in 2019, they do not have a material impact on the interim condensed consolidated financial statements of the Group. The nature and the impact of each amendment is described below:

IFRIC Interpretation 23 Uncertainty over Income Tax Treatment

        The Interpretation addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12 Income Taxes. It does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:

•

Whether an entity considers uncertain tax treatments separately

F-136

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

3. Changes to the Group's accounting policies (Continued)

•

The assumptions an entity makes about the examination of tax treatments by taxation authorities

•

How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates

•

How an entity considers changes in facts and circumstances

        An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty needs to be followed.

        The Group applies significant judgement in identifying uncertainties over income tax treatments. Since the Group operates in a complex multinational environment, it assessed whether the interpretation had an impact on its consolidated financial statements.

        Upon adoption of the interpretation, the Group considered whether it has any uncertain tax positions, particularly those relating to transfer pricing. The Company's and the subsidiaries' tax filings in different jurisdictions include deductions related to transfer pricing and the taxation authorities may challenge those tax treatments. The Group determined, based on its tax compliance and transfer pricing study, that it is probable that its tax treatments (including those for the subsidiaries) will be accepted by the relevant tax authorities. The interpretation does not have a material impact on the interim condensed consolidated financial statements.

Amendments to IFRS 9: Prepayment Features with Negative Compensation

        Under IFRS 9, a debt instrument can be measured at amortized cost or at fair value through other comprehensive income, provided that the contractual cash flows are 'solely payments of principal and interest on the principal amount outstanding' (the SPPI criterion) and the instrument is held within the appropriate business model for that classification. The amendments to IFRS 9 clarify that a financial asset passes the SPPI criterion regardless of an event or circumstance that causes the early termination of the contract and irrespective of which party pays or receives reasonable compensation for the early termination of the contract. These amendments do not have a material impact on the interim condensed consolidated financial statements.

Amendments to IAS 19: Plan Amendment, Curtailment or Settlement

        The amendments to IAS 19 address the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments specify that when a plan amendment, curtailment or settlement occurs during the annual reporting period, an entity is required to determine the current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event. An entity is also required to determine the net interest for the remainder of the period after the plan amendment, curtailment or settlement using the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event, and the discount rate used to remeasure that net defined benefit liability (asset).

F-137

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

3. Changes to the Group's accounting policies (Continued)

        These amendments do not have a material impact on the interim condensed consolidated financial statements as the Group did not have any plan amendments, curtailments, or settlements during the period.

Amendments to IAS 28: Long-term interests in associates and joint ventures

        The amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). This clarification is relevant because it implies that the expected credit loss model in IFRS 9 applies to such long-term interests.

        The amendments also clarify that, in applying IFRS 9, an entity does not take account of any losses of the associate or joint venture, or any impairment losses on the net investment, recognized as adjustments to the net investment in the associate or joint venture that arise from applying IAS 28 Investments in Associates and Joint Ventures.

        These amendments do not have a material impact on the interim condensed consolidated financial statements as the Group does not have long-term interests in any associate or joint venture.

Annual Improvements 2015-2017 Cycle

IFRS 3 Business Combinations

        The amendments clarify that, when an entity obtains control of a business that is a joint operation, it applies the requirements for a business combination achieved in stages, including remeasuring previously held interests in the assets and liabilities of the joint operation at fair value. In doing so, the acquirer remeasures its entire previously held interest in the joint operation.

        These amendments do not have a material impact on the interim condensed consolidated financial statements as there is no transaction where a joint control is obtained.

IFRS 11 Joint Arrangements

        A party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business as defined in IFRS 3.

        The amendments clarify that the previously held interests in that joint operation are not remeasured.

        These amendments had no impact on the consolidated financial statements of the Group as there is no transaction where a joint control is obtained.

IAS 12 Income Taxes

        The amendments clarify that the income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to owners. Therefore, an entity recognizes the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where it originally recognized those past transactions or events.

F-138

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

3. Changes to the Group's accounting policies (Continued)

        When the entity first applies those amendments, it applies them to the income tax consequences of dividends recognized on or after the beginning of the earliest comparative period.

        Since the Group's current practice is in line with these amendments, they had no impact on the consolidated financial statements of the Group.

4. Segment information

        The Group has three reporting segments, being Mass Participation, Spectator Sports and Digital, Production, Sports Solutions ("DPSS").

        The Group's chief operating decision maker ("CODM") assesses the performance of the reporting segments mainly based on segment revenue and gross profit of each reporting segment. Thus, the segment result presents revenues, cost of sales and gross profit for each segment, which is in line with the CODM's performance review.

        There was no material inter-segment sales during the period presented. The revenues reported to the CODM are measured in a manner consistent with that applied in the consolidated statement of profit or loss.

Mass Participation

        The Group generates revenues within the Mass Participation segment primarily from registration fees and other event fees (such as host city fees), and otherwise monetizes intellectual property through event and product licensing, sponsorship, merchandising and media distribution.

        The Group's cost of sales for the Mass Participation segment primarily consists of merchandise costs, costs for outsourced services, costs directly linked to event organization, such as event labor costs that can be directly linked to particular events, event supplies costs, media expenses, equipment costs and other costs.

Spectator Sports

        The Group generates revenues within the Spectator Sports segment primarily from media distribution, sponsorship and marketing, commissions and agency fees in relation to football, winter sports and summer sports.

        The Group's cost of sales for the Spectator Sports segment primarily consists of acquisition costs for media rights, marketing and advertising rights, general event organization costs, media production costs, project related travel costs, project related consulting costs, advertisement material production costs, as well as costs for hospitality, purchase of tickets, and LED services.

DPSS

        The Group generates revenues within the DPSS segment primarily through providing various services (including digital media solutions, media and program production, host broadcasting, marketing services,

F-139

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

4. Segment information (Continued)

event operations services, brand development services and advertising solutions) to rights owners and other stakeholders in the sports ecosystem.

        The Group's cost of sales for the DPSS segment primarily consists of external media production costs, project related personnel costs, service and consulting costs, as well as other project related costs.

        The segment results for the three months ended March 31, 2019 and 2018 are as follows:

For the three months ended March 31, 2019	Mass Participation		Spectator Sports		DPSS		Adjustments and eliminations		Total
	€		€		€		€		€
Revenue
External customers		30,006		194,133		21,480		—		245,619
Total revenue		30,006		194,133		21,480		—		245,619
Cost of sales		23,230		150,172		12,099				185,501
Segment gross profit		6,776		43,961		9,381		—		60,118

For the three months ended March 31, 2018	Mass Participation		Spectator Sports		DPSS		Adjustments and eliminations		Total
	€		€		€		€		€
Revenue
External customers		29,268		169,140		35,696		—		234,104
Total revenue		29,268		169,140		35,696		—		234,104
Cost of sales		22,373		106,052		24,054		—		152,479
Segment gross profit		6,895		63,088		11,642		—		81,625

        The reconciliation of segment gross profit to profit before income tax is shown in the interim condensed consolidated statement of profit or loss.

F-140

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

4. Segment information (Continued)

Geographical information

        The Group's businesses operate across the world. For the three months ended March 31, 2019 and 2018 the geographic information of total revenue is as follows:

	For the three months ended
	March 31, 2019		March 31, 2018
	€		€
Revenue from external customers
Europe		190,622		185,691
Asia		20,588		18,555
America		23,758		18,857
Oceania		3,447		2,797
Africa		7,204		8,204
Total		245,619		234,104

        As the Group conducts its business with non-current assets held in different geographical locations during the year, the necessary information to disclose the accurate geographical location of non-current assets is not available .

5. Business combinations and acquisition of non-controlling interests

Acquisitions for the period ended March 31, 2019

(a)

Acquisition of Tarawera

        On January 25, 2019, the Group acquired the business of Tarawera Ultra Trail Marathon and certain related trail running events (collectively, the "Tarawera") in order to expand ultra-distance running offerings. This purchase allowed the Group to enlarge the range of products in its Mass Participation segment.

F-141

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

5. Business combinations and acquisition of non-controlling interests (Continued)

        The fair values of the identifiable assets and liabilities of Tarawera as at the date of acquisition were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Trade and other receivables		289
Other assets		20
Non-current assets
Intangible assets		76
Liabilities
Current liabilities
Deferred income		324
Non-current liabilities
Deferred tax liabilities		14
Total identifiable net assets at fair value		47
Goodwill arising on acquisition		371
Purchase consideration		418
Purchase consideration:
Cash and cash equivalents		299
Contingent consideration		119
Total consideration		418
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		—
Cash paid for the acquired subsidiaries		(299	)
Net cash flows on acquisition		(299	)

        In this acquisition, a contingent consideration at fair value of €119 was recognized based on achievement of EBITDA targets for the 2019 event. Potential payout ranges from 0% to 120% of contractual earnout dependent on achieving certain profitability targets for the 2019 event.

        Goodwill of approximately €371 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Tarawera with the Group's operations. None of the goodwill recognized is expected to be deductible for tax purposes.

        From the date of acquisition, Tarawera contributed €375 of revenue and incurred €59 profit before tax of the Group for the period ended March 31, 2019.

(b)

Acquisitions of Youthstream

        On February 28, 2019, the Group acquired 100% of the shares of Youthstream Organization, Youthstream Group SAM and its subsidiaries, including Youthstream Media SA and Youthstream Logistic

F-142

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

5. Business combinations and acquisition of non-controlling interests (Continued)

SRO (collectively, the "Youthstream"), which manage the exclusive television, marketing and promotional worldwide rights of the FIM Motocross World Championship. These acquisitions were intended to expand the Group's market share in its Spectator Sports segment.

        The initial accounting for the Youthstream acquisition is incomplete as the Company did not complete its valuation of the identifiable assets and liabilities. The provisional amounts recognized at the acquisition date did not reflect the fair value of other intangible assets acquired as the Company is in the process of obtaining information to determine a reasonable estimate of the fair value of other intangible assets acquired. The final valuation of the identifiable assets and liabilities as at the acquisition date are expected to be completed by the end of 2019. The acquiree's total provisional fair values of the identifiable assets and liabilities as at acquisition date were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		6,060
Trade and other receivables		6,976
Other assets		742
Non-current assets
Property, plant and equipment		634
Liabilities
Current liabilities
Trade and other payables		1,938
Deferred income		12,316
Income tax payable		1
Total identifiable net assets at fair value		157
Goodwill arising on acquisition		106,002
Purchase consideration		106,159
Purchase consideration:
Cash and cash equivalents*		93,723
Contingent consideration		12,436
Total consideration		106,159
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		6,060
Cash paid for the acquired subsidiaries		(80,000	)
Net cash flows on acquisition		(73,940	)

*

A deferred payment of €13,723 was included in cash and cash equivalents, which will be paid in three years from 2019 to 2021.

F-143

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

5. Business combinations and acquisition of non-controlling interests (Continued)

        In this acquisition, a contingent consideration at fair value of €12,436 was recognized based on EBITDA targets. The maximum payout for the contingent consideration after discount is €12,436 (undiscounted €15,000).

        Goodwill of approximately €106,002 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Youthstream with the Group's operations and the long-term contract with the Motocross federation. None of the goodwill recognized is expected to be deductible for tax purposes.

        From the date of acquisition, Youthstream contributed €2,941 of revenue and incurred €799 profit before tax of the Group for the period ended March 31, 2019.

(c)

Acquisition of Sunrise Events, Inc.

        On March 22, 2019, the Group acquired 100% of shares of Sunrise Events, Inc, an organizer of various triathlon and other endurance events in the Philippines. The Group acquired Sunrise Events, Inc. to further expand its Mass Participation offerings in Asia.

F-144

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

5. Business combinations and acquisition of non-controlling interests (Continued)

        The final valuation of the identifiable assets and liabilities as at the acquisition date are not completed as of the date of issuance of the interim condensed consolidated financial statement. The fair values of the identifiable assets and liabilities of Sunrise Events, Inc. as at the date of acquisition were:

	Fair value recognized on acquisition
	€
Assets
Current assets
Cash and cash equivalents		322
Trade and other receivables		709
Other assets		1,246
Non-current assets
Property, plant and equipment		143
Intangible assets		1,334
Liabilities
Current liabilities
Trade and other payables		1,074
Deferred income		1,681
Non-current liabilities
Provision		819
Deferred tax liabilities		427
Total identifiable net assets at fair value		(247	)
Goodwill arising on acquisition		3,139
Purchase consideration		2,892
Purchase consideration:
Cash and cash equivalents		565
Contingent consideration		2,327
Total consideration		2,892
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		322
Cash paid for the acquired subsidiaries		(565	)
Net cash flows on acquisition		(243	)

        In this acquisition, a contingent consideration at fair value of €2,327 was recognized based on a variety of factors in 2019 through 2021, mainly including obtaining permits and host city funding and EBITDA performance measures.

        Goodwill of approximately €3,139 was recognized as part of this acquisition, which results from the expected synergies from combining the operations of the acquired Sunrise Events, Inc. with the Group's operations.

F-145

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

5. Business combinations and acquisition of non-controlling interests (Continued)

        From the date of acquisition, Sunrise Events, Inc. contributed €867 of revenue and incurred €266 profit before tax of the Group for the period ended March 31, 2019.

Acquisitions for the period ended March 31, 2018

(a)

Acquisition of Goalscout Srl

        On January 1, 2018, the Group acquired 100% of Goalscout Srl, developer of a software used in managing digital archives. This acquisition was intended to enlarge the Group's range of products in its Spectator Sports segment.

        The fair values of the identifiable assets and liabilities of Goalscout Srl as at the date of acquisition were:

	Fair value recognized on acquisition
	€
Assets
Non-current assets
Intangible assets		750
Total identifiable net assets at fair value		750
Goodwill arising on acquisition		375
Purchase consideration		1,125
Purchase consideration:
Cash and cash equivalents		1,125
Total consideration		1,125
Analysis of cash flows on acquisition:
Cash and cash equivalents held by the acquired subsidiaries		—
Cash paid for the acquired subsidiaries		(1,125	)
Net cash flows on acquisition		(1,125	)

        Goodwill of approximately €375 was recognized as part of this acquisition, which results from the exclusive software owned by Goalscout Srl. None of the goodwill recognized is expected to be deductible for tax purposes.

Contingent consideration

        As part of the purchase agreement with the previous owner of the acquirees, contingent consideration has been agreed for some of the acquisitions made by the Group. There will be additional cash payments to the previous owners of the acquirees based on the performance of the acquirees. The details of the payment of arrangement vary by agreements.

F-146

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

5. Business combinations and acquisition of non-controlling interests (Continued)

        A reconciliation of fair value measurement of the contingent consideration and liabilities from business combination are provided below:

	€
As at December 31, 2018		28,908
Liabilities arising on business combination		14,882
Movements during the period*		10,495
As at March 31, 2019		54,285

	€
As at December 31, 2017		24,354
Liabilities arising on business combination		—
Movements during the period*		(2,693	)
As at March 31, 2018		21,661

*

Movements during the reporting period include the fair value remeasurement, settlement during the reporting period, and the exchange differences.

        For each business combination for the period ended March 31, 2019 and 2018 the Group did not gather the information of the acquiree's revenue and profit or loss as the acquisition had been as of the beginning of the reporting period.

6. Fair value measurement

        The following table provides the fair value measurement hierarchy of the Group's assets and liabilities.

        Fair value measurement hierarchy for assets as at March 31, 2019:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Assets measured at fair value:
Financial assets at fair value through profit or loss:
Investments in equity instruments		5,802		5,802		—		—
Currency swap		270		—		270		—
Derivative financial instruments designated as hedging:
Foreign exchange forward contracts		711		—		711		—
Equity instruments designated at fair value through OCI		8,672		—		—		8,672

        There were no transfers among Level 1, Level 2 and Level 3 during the three months ended March 31, 2019.

F-147

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Fair value measurement (Continued)

        Fair value measurement hierarchy for liabilities as at March 31, 2019:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Liabilities measured at fair value:
Financial liabilities at fair value through profit or loss:
Derivatives		1,292		—		1,292		—
Foreign exchange forward contracts		221		—		221		—
Contingent consideration and liabilities from business combination		54,285		—		—		54,285

        There were no transfers among Level 1, Level 2 and Level 3 during the three months ended March 31, 2019.

        The above financial instruments have been presented under other assets and other liabilities in the interim condensed consolidated statement of financial position.

        Fair value measurement hierarchy for assets as at December 31, 2018:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Assets measured at fair value:
Financial assets at fair value through profit or loss:
Investments in equity instruments		5,593		5,593		—		—
Currency swap		73		—		73		—
Derivative financial instruments designated as hedging:
Foreign exchange forward contracts		580		—		580		—
Equity instruments designated at fair value through OCI		7,931		—		—		7,931

        There were no transfers among Level 1, Level 2 and Level 3 during 2018.

F-148

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Fair value measurement (Continued)

        Fair value measurement hierarchy for liabilities as at December 31, 2018:

	Fair value measurement using
	Total		Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	€		€		€		€
Liabilities measured at fair value:
Financial liabilities at fair value through profit or loss:
Derivatives		773		—		773		—
Foreign exchange forward contracts		69		—		69		—
Contingent consideration and liabilities from business combination		28,908		—		—		28,908

        There were no transfers among Level 1, Level 2 and Level 3 during 2018.

        The above financial instruments have been presented under other assets and other liabilities in the interim condensed consolidated statement of financial position.

        Management has assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts, interest-bearing loans and borrowings and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

        Management has assessed that the fair value of the long-term interest-bearing loans is determined by using the discounted cash flow ("DCF") method and a discount rate that is equal to the effective interest borrowing rate. Management considered that the difference between the carrying amount and the fair value is insignificant.

        The following methods and assumptions were used to estimate the fair values:

•

The fair values of the investments in equities are derived from the quoted market prices in active markets.

•

The fair values of other derivative financial instruments are derived from the quoted prices from the financial institutions with which the Group signed the related agreements.

•

The fair values of the contingent consideration have been estimated using a valuation technique including the DCF model to consider the time value of the contingent consideration from business combinations. When determining the intrinsic value of the contingent considerations, the valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value of the contingent consideration.

F-149

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

6. Fair value measurement (Continued)

Description of significant unobservable inputs to valuation

        The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy is the discount rate used to estimate the fair value. The Group only perform the quantitative sensitivity analysis for the liabilities from business combination and the contingent consideration as at the end of each financial year, since there are no significant changes in the valuation technique and the major observable inputs in determining the fair value at the end of the reporting period.

        For the acquired investment in Copa 90 Limited, the changes in carrying amount is mainly due to changes in exchange differences compared with the balances as at December 31, 2018, since the Group considered that the changes in economic factors since December 31, 2018 is minimal.

        For acquired 13.9% of the issued shares of Deep IT Limited in 2019, the Group used the acquired cost as the fair value of such investment which categorized as equity instruments designated at fair value through OCI as at December 31, 2018, since there is no significant changes in the fair value of the investee.

7. Revenue

7.1   Disaggregated revenue information

        The Group has disaggregated the revenue into categories which are the same as the segment disaggregation from the perspective of monitoring mechanism of the revenue.

	For the three months ended
	March 31, 2019		March 31, 2018
	€		€
Geographical markets
Asia		20,588		18,555
Europe		190,622		185,691
America		23,758		18,857
Africa		7,204		8,204
Oceania		3,447		2,797
Total revenue from contracts with customers		245,619		234,104

8. Components of OCI

	For the three months ended
	March 31, 2019			March 31, 2018
	€			€
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Cash flow hedges:
Cash flow hedging loss		(333	)		(2,376	)
Exchange differences:
Exchange differences on translation of foreign operations		5,204			2,412
		4,871			36

F-150

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

8. Components of OCI (Continued)

        The disaggregation of changes of OCI attributable to the equity holders of the parent by each type of reserve in equity is shown below:

	Cash flow hedge reserve			Re-measurement on defined benefit plans			Foreign currency translations reserve			Total
	€			€			€			€
As at January 1, 2019		(405	)		(2,464	)		(13,173	)		(16,042	)
Cash flow hedges, net of tax		(314	)		—			—			(314	)
Exchange differences on translation of foreign operations		—			—			4,417			4,417
As at March 31, 2019		(719	)		(2,464	)		(8,756	)		(11,939	)
As at January 1, 2018		(5,207	)		(1,747	)		(10,056	)		(17,010	)
Changes in accounting policies		—			—			(68	)		(68	)
Cash flow hedges, net of tax		(2,289	)		—			—			(2,289	)
Exchange differences on translation of foreign operations		—			—			2,464			2,464
As at March 31, 2018		(7,496	)		(1,747	)		(7,660	)		(16,903	)

9. Earnings per share ("EPS")

        EPS is calculated by dividing the profit or loss for the three months attributable to ordinary equity holders of the parent by the number of ordinary shares after the Reorganization as mentioned in note 1.

	For the three months ended
	March 31, 2019			March 31, 2018
	€			€
Loss/(profit) for the three months ended attributable to ordinary equity holders of the parent for basic earnings		(8,860	)		3,353
Impact on the options under ISA plan		(32	)		(788	)
Loss/(profit) for the three months ended attributable to ordinary equity holders of the parent adjusted for the effect of dilution		(8,892	)		2,565

	For the three months ended
	March 31, 2019		March 31, 2018
	in thousands		in thousands
Weighted average number of ordinary shares for basic EPS		169,331		169,331
Weighted average number of ordinary shares adjusted for the effect of dilution		169,331		169,331

F-151

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

9. Earnings per share ("EPS") (Continued)

        There have been no other transactions within the Group, which involve ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these financial statements.

10. Property, plant and equipment

        There was no impairment of property, plant and equipment recognized for the three months ended March 31, 2019 and 2018.

        The cost of the acquired property, plant and equipment (excluding for those acquired through the business combination, or under construction) were €2,337 and €1,113 respectively for the three months ended March 31, 2019 and 2018.

        The net book value of assets (other than those classified as held for sale) disposed of by the Group were €5 and €11 respectively for the three months ended March 31, 2019 and 2018.

11. Intangible assets

        There were no impairment of intangible assets recognized for the three months ended March 31, 2019 and 2018.

12. Accrued income

        Accrued income includes revenues that are not yet invoiced to the extent that it is probable that the economic benefits will flow to the Group and the revenues can be measured reliably.

	March 31, 2019		December 31, 2018
	€		€
Accrued income, project related		6,238		2,641
Accrued income, non-project related		3,676		3,833
Total accrued income		9,914		6,474
Current		9,914		6,474

F-152

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

12. Accrued income (Continued)

Contract assets

        Set out below is the movement in the allowance for expected credit losses of contract assets:

	€
As at January 1, 2018*		210
Provision for expected credit losses		72
Reversal		(5	)
As at March 31, 2018		277
As at January 1, 2019		178
Provision for expected credit losses		14
Exchange differences		5
As at March 31, 2019		197

*

The balance on January 1, 2018 was generated due to adoption of IFRS 9.

13. Goodwill and intangible assets with indefinite useful lives

        The Group performs its annual impairment test in December and when circumstances indicated that the carrying value may be impaired. The methodology and key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the years ended December 31, 2018, 2017 and 2016.

        The Group considers the relationship between its market capitalization and its book value, among other factors, when reviewing for indicators of impairment. The Group has not identified any indicators that may lead to a significant decrease in the recoverable amount as at March 31, 2019, therefore no further impairment need to be accrued.

14. Interest-bearing loans and borrowings

	March 31, 2019		December 31, 2018
	€		€
Current interest-bearing liabilities
Bank loans		27,034		25,424
Senior 364 day term loan facility1		348,242		—
Other loans		—		63
Total current interest-bearing liabilities		375,276		25,487
Non-current interest-bearing liabilities
Bank loans		627,646		535,630
Total non-current interest-bearing liabilities		627,646		535,630
Total interest-bearing liabilities		1,002,922		561,117

1

On March 15, 2019, the Company entered into a US$ 400 million (equivalent to €356,200, using exchange rate as at March 31, 2019) unsecured senior term loan facility with Morgan Stanley Asia Limited, as arranger, and China Construction Bank (Asia)

F-153

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

14. Interest-bearing loans and borrowings (Continued)

Corporation Limited, as facility agent. The term of the loan under the facility is 364 days. Interest on the loan is 11.5% per annum, payable semi-annually. The carrying amount of the loan was €348,242 as of March 31, 2019.

        The major changes in liabilities arising from financing activities of the Group are proceeds and repayment of borrowings, the reconciliation between the opening and closing balances for each reporting period are shown as below:

	€
As at January 1, 2018		597,831
Repayment of borrowings		(886	)
Other movements3		(18,532	)
As at March 31, 2018		578,413
As at January 1, 2019		561,117
Proceeds from borrowings		445,973
Repayment of borrowings2		(11,215	)
Other movements3		7,047
As at March 31, 2019		1,002,922

2

The amount of €309,872 that was repaid from related parties in 2019 resulted in a decrease in other payables. It is presented as a repayment of borrowings in the interim condensed consolidated financial statement of cash flows.

3

The other movements include capitalized interest, acquisition of subsidiaries and exchange differences of the loans.

15. Contract liabilities

        During the three months ended March 31, 2019, the Group recognized a revenue deduction of €6,000 based on its estimate of the amounts it will offer affected clients as compensation for fraudulent activities presumably undertaken by a former senior employee of one of the Group's subsidiaries over a number of years. For purposes of quantifying compensation, the Group has chosen the statute of limitations of ten years. The fraudulent activities involved providing clients with less advertising time for perimeter board advertising for matches of a single sports federation than was contracted for. It is believed that these fraudulent activities created surplus inventory that ultimately generated revenue that benefited the former senior employee. The €6,000 expected compensation represents the Group's best estimate as at March 31, 2019, based on forensic investigations that the Group commissioned. The compensation allocable to 2016, 2017, 2018 and the three months ended March 31, 2019 was approximately €427, €507, €302, and nil, respectively.

F-154

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

16. Hedging activities and derivatives

        The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk.

        The Group's risk management strategy and how it is applied to manage risk are explained in note 17.

Cash flow hedges

Foreign currency risk

        Foreign exchange forward contracts measured at fair value are designated as hedging instruments in cash flow hedges of cash inflows (revenue) in US dollars ("USD") and cash outflows in Confoederatio Helvetica Franc ("CHF") (mainly payroll expenses).

        While the Group also enters into other foreign exchange forward contracts with the intention of reducing the foreign exchange risk of expected sales and purchases, these other contracts are not designated in hedge relationships and are measured at fair value through profit or loss.

        The foreign exchange forward contract balances vary with the level of changes in foreign exchange forward rates and interest rates.

        For the foreign currency forward contracts designated as hedging instruments, the terms of the contracts match the terms of the expected highly probable forecast transactions. As a result, there is no hedge ineffectiveness to be recognized in the interim condensed consolidated statement of profit or loss.

17. Financial instruments risk management objectives and policies

        The Group's principal financial liabilities, other than derivatives, comprise of loans and borrowings, and trade and other payables. The main purpose of these financial liabilities is to finance the Group's operations and to provide guarantees to support its operations. The Group's principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Group also holds financial management products and enters into derivative transactions.

        The Group is exposed to market risk, credit risk and liquidity risk. The Group's senior management oversees the management of these risks. The Group's senior management is supported by a financial risk team that advises on financial risks and the appropriate financial risk governance framework for the Group. The financial risk team provides assurance to the Group's senior management that the Group's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken. The Group's senior management reviews and agrees policies for managing each of these risks, which are summarized below.

Market risk

        Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency

F-155

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

17. Financial instruments risk management objectives and policies (Continued)

risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, financial management products and derivative financial instruments.

Interest rate risk

        Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates.

        The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

Foreign currency risk

        Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities (when revenue or expense is denominated in a foreign currency) and the Group's net investments in foreign subsidiaries.

        The Group manages its foreign currency risk by hedging transactions that are expected to occur for hedges of the fluctuations in foreign exchange risk between Euro ("EUR") and USD.

        When a derivative is entered into for hedging purposes, the Group negotiates the terms of the derivative to match the terms of the hedged exposure. For hedges of forecast transactions, the derivative covers the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

        The Group hedges its exposure to fluctuations on the translation into EUR of its foreign operations by holding net borrowings in foreign currencies and by using foreign currency swaps and forwards.

        The movement in the pre-tax effect is a result of a change in the fair value of derivative financial instruments not designated in a hedge relationship and monetary assets and liabilities denominated in USD (for WSH and World Endurance Holdings, Inc. ("WEH")), EUR (for IHAG) and Chinese Renminbi Yuan (for WSC), where the functional currency of the entity is a currency other than respective currencies. Although the derivatives have not been designated in a hedge relationship, they act as an economic hedge and will offset the underlying transactions when they occur.

Credit risk

        Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

F-156

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

17. Financial instruments risk management objectives and policies (Continued)

Trade receivables

        Customer credit risk is managed by each business unit subject to the Group's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.

        An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. The Group evaluates the concentration of risk with respect to trade receivables as insignificant, as its customers are located in several jurisdictions and operate in largely independent markets.

Financial instruments and cash deposits

        Credit risk from balances with banks and financial institutions is managed by the Group's treasury department in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group's senior management on an annual basis, and may be updated throughout the year subject to approval of the Group's finance team. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.

Liquidity risk

        The Group monitors its risk of a shortage of funds using a liquidity planning tool.

        The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures, preference shares, finance leases and hire purchase contracts. The Group's policy is that not more than 25% of borrowings should mature in the next 12-month period.

        The table below summarizes the proportion of the Group's interest-bearing liabilities would mature in less than one year based on the carrying value of borrowings reflected in the financial statements.

	Interest-bearing liabilities
	March 31, 2019			December 31, 2018
Proportion		37.4	%		4.5	%

        The proportion of borrowings that mature within 12 months has been exceed 25% threshold as at March 31, 2019 was mainly due to a senior 364-day term loan facility was borrowed in March 2019.

F-157

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

17. Financial instruments risk management objectives and policies (Continued)

        The Group has assessed the concentration of risk with respect to refinancing its debt and considered it to be insignificant. The Group has access to a sufficient variety of sources of funding and debt maturing within 12 months can be rolled over with existing lenders.

        Certain of the Group's credit facility is secured by substantially all of the property owned by WEH, and all of its domestic subsidiaries. The credit facility is guaranteed by WEH's domestic subsidiaries.

18. Inventories

        The Group recognized impairment of inventories at an amount of €46 in cost of sales for the period ended March 31, 2019 (€26 was recognized for the period ended March 31, 2018).

19. Trade and other receivables

        Below are the movements in the provision for impairment of receivables:

	Movements
	€
As at December 31, 2017		15,563
Adoption of IFRS 9		512
Provision for the period		17,768
Reversal for the period		(322	)
Write-off for the period		(1,235	)
Exchange differences		(43	)
As at March 31, 2018		32,243
As at December 31, 2018		44,933
Provision for the period		501
Reversal for the period		(535	)
Write-off for the period		(243	)
Exchange differences		183
As at March 31, 2019		44,839

20. Cash and cash equivalents

	March 31, 2019		December 31, 2018
	€		€
Cash at banks and on hand		183,193		174,992
Short-term deposits		3,546		2,056
		186,739		177,048

F-158

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

21. Commitments and contingencies

Commitments

        The Group had commitments of €1,332,290 and €1,399,346 which comprise of future payment obligations to commercial rights owners in relation with a full buy-out model as at March 31, 2019 and December 31, 2018.

Contingent Liabilities

        Contingent liabilities include joint and several guarantees (minimum guarantees and guarantees for corporate existence) for HBS, mainly towards federations, of €180,599 and €179,923 as at March 31, 2019 and December 31, 2018. The reduction is due to foreign currency fluctuations.

        The Group's exposure to the guaranteed minimum revenues/consideration is €1,178,627 and €1,208,954 as at March 31, 2019 and December 31, 2018.

Standby Letter of Credit

        The Group has entered into five standby letters of credit in the total amounts of €1,360 and €1,638 as at March 31, 2019 and December 31, 2018, with various financial institutions that guarantee certain future payments required to be made in connection with leasing arrangements and acquisitions.

Legal claim contingency

        In November 2018, a subsidiary of the Group sued a client for outstanding receivables of approximately €3,000 and the client countersued the subsidiary for approximately €13,500, claiming alleged infringement of certain contractual obligation.

        The trial in connection with the claim of the Group's subsidiary was held in March 2019. The court decided in favor of the subsidiary in respect of its claim, determining that the client was to pay the outstanding amount within 10 days.

        In respect of the client's countersuit, the court reasoned that the client does not have grounds for suing and therefore the €13,500 suit does not have a chance of success. However, the court's jurisdiction did not extend to this suit, but only in respect of the subsidiary's claim (the case of outstanding receivables).

        Therefore, the Group believes that there are no legal grounds to either record the €13,500 (or part of it) as a provision or to exclude it from the contingencies, which is consistent with the advice of its legal counsel for the matter.

F-159

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

22. Related party disclosures

        The following table provides the amounts of material transactions that have been entered into with related parties for the three months ended March 31, 2019 and 2018.

		Sale of goods and rendering of services to related parties		Purchase of goods and receipt of services from related parties
		€		€
Entities controlled by the same ultimate controlling shareholder:
Dalian Wanda Group Co., Ltd.1	March 31, 2018		2,425		—
Wuhan Wanda East Lake Real Estate Development Co., Ltd.1	March 31, 2018		122		—
Nanning Wanda Mall Investment Co., Ltd	March 31, 2018		412		—
Joint ventures in which the parent is a venturer:
Infront Ringier Sports & Entertainment Switzerland AG3	March 31, 2019		—		425
	March 31, 2018		—		170
International Games Broadcast Services AG4	March 31, 2019		115		—
	March 31, 2018		12		—
Associate:
FIS Marketing AG2	March 31, 2019		533		—
	March 31, 2018		412		—

1

The Group provided services in relation to the sponsorship of the International Federation of Association Football ("FIFA") for Dalian Wanda Group Co., Ltd. and Wuhan Wanda East Lake Real Estate Development Co., Ltd.

2

The Group provided services in relation to the marketing implementation of the International Ski Federation ("FIS") Alpine World Cup races for FIS Marketing AG.

3

The Group acquired media and sponsorship rights in respect of sport events in Switzerland from Infront Ringier Sports & Entertainment Switzerland AG.

4

The Group provided services in relation to the sponsorship of Southeast Asian Games for International Games Broadcast Services AG.

F-160

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

22. Related party disclosures (Continued)

        The following table provided material amounts due to or from related parties for the relevant reporting periods.

		Amounts due from related parties		Amounts due to related parties
		€		€
Entities controlled by the same ultimate controlling shareholder:
Dalian Wanda Group Co., Ltd.	March 31, 2019		5,361		—
	December 31, 2018		5,238		—
Infront International Holdings AG	March 31, 2019		—		952
	December 31, 2018		—		952
Wanda Culture Holding Co., Ltd.	December 31, 2018		—		460,551
Beijing Wanda Culture Industry Group Co. Ltd.	March 31, 2019		112,441		19
	December 31, 2018		107,898		—
Wanda Sports & Media (Hong Kong) Co. Limited	March 31, 2019		272		—
	December 31, 2018		221		—
Wanda Sports Industry (Guangzhou) Co., Ltd	March 31, 2019		172		—
Wanda America Investment Holding Co., Ltd.	December 31, 2018		—		43,655
Wanda Sports & Media (Hong Kong) Holding Co., Ltd.	March 31, 2019		—		44,267
	December 31, 2018		783		174,620
Joint ventures in which the parent is a venturer:
Infront Ringier Sports & Entertainment Switzerland AG	March 31, 2019		123		40
	December 31, 2018		118		380
International Games Broadcast Services AG	March 31, 2019		48		—
	December 31, 2018		3,778		—
Associate:
FIS Marketing AG	March 31, 2019		108		—
	December 31, 2018		108		—

        There have been no guarantees provided or received for any related party trade receivables or trade payables. Outstanding balances at the period-end are unsecured and interest-free.

F-161

WANDA SPORTS GROUP COMPANY LIMITED

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of Euro ("€"), except for number of shares and per share data)

22. Related party disclosures (Continued)

        The following table provides information on material loans to related parties for the relevant reporting periods.

		Interest income		Amounts due from related parties
		€		€
Loans to related parties:
Entity controlled by the same ultimate controlling shareholder:
Wanda Sports & Media (Hong Kong) Co. Limited5	March 31, 2019		51		6,226
	December 31, 2018		18		5,410
	March 31, 2018		224		24,266
Infront International Holdings AG6	December 31, 2018		58		—
	March 31, 2018		2		625

5

The loan carried annual interest rates ranging from 3.6% to 3.7% with a maturity date of December 2, 2026.

6

During 2018, a loan was granted to Infront International Holdings AG, which was then waived in late 2018.

        The following table provides information on material loans from related parties for the relevant reporting periods.

		Interest expense		Amounts due to related parties
		€		€
Loans from related parties:
Entities controlled by the same ultimate controlling shareholder:
Infront International Holdings AG7	March 31, 2018		4,575		381,463

7

The loan had a maturity date of July 21, 2019 and carried an effective annual interest rate of 3.1% after taking into account the effect of Cross Currency Swap. It was fully repaid on May 24, 2018.

23. Events after the reporting period

Acquisition

        The Group reached an agreement to acquire four Mass Participation events from Nine's events and entertainment division (formerly Fairfax Events and Entertainment) at a purchase price of approximately Australian Dollar ("AUD") 31 million (approximately €19,205) in May 2019.

F-162

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers.

        Hong Kong law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Hong Kong courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Under our articles of association, subject to the provisions of the Companies Ordinance, every director or other officer of our company shall be indemnified out of the assets of our company against all costs, charges, expenses, losses and liabilities which he may sustain or incur in or about the execution of his office or otherwise in relation thereto and in particular and without prejudice to the generality of the foregoing every director and other officer of our company shall be indemnified by our company against, and it shall be the duty of the directors out of the funds of our company to pay all costs, losses and expenses which any such director and other officer may incur or become liable for by reason of any contract entered into, or act or thing done by him or them as such director and other officer, or in any way in the discharge of their or his duties, including travelling expenses; and the amount for which such indemnity is provided shall immediately attach as a lien on the property of our company, and have priority as between the members over all other claims. Any person who is a director or other officer of our company shall not be liable (except in consequence of his own dishonesty) for the acts, receipts, neglects or defaults of any other director or other officer of our company or for any losses or expenses incurred by our company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of our company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of our company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects of our company shall be deposited or for any loss occasioned by any error of judgement, omission, default or oversight on their or his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto.

        Each of our directors and executive officers also benefits from indemnification arrangements, under which they are indemnified against certain liabilities and expenses incurred by them in connection with claims made by reason of their service as directors or executive officers of ours.

        The Underwriting Agreement, the form of which is filed as Exhibit 1.1 to this Registration Statement, will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities.

        The following is a summary of transactions during the preceding three years involving sales of our securities that were not registered under the Securities Act:

•

on March 6, 2019 and March 14, 2019, we allotted and issued an aggregate of 169,331,172 Class B ordinary shares, which were fully paid; and

•

on            , 2019, 22,363,466 of the issued Class B ordinary shares were acquired by certain co-investors and upon such acquisition were automatically converted into 22,363,466 Class A ordinary shares.

Such transactions were undertaken in connection with the creation of our current structure.

II-1

        Such issuances were exempt from registration under the Securities Act in reliance on Section 4(a)(2), Rule 701 and/or Regulation S under the Securities Act. No underwriter or underwriting discount or commission was involved in any of the transactions set forth in Item 7.

Item 8.    Exhibits and Financial Statement Schedules.

(a)

Exhibit Index

Exhibit No.			Description
	1.1	*	Form of Underwriting Agreement
	3.1		Amended and Restated Articles of Association of the Registrant, as currently in effect
	4.1		Form of the Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3) evidencing American Depositary Shares
	4.2		Registrant's Specimen Certificate for Class A ordinary shares
	4.3		Form of Deposit Agreement between the Registrant, Deutsche Bank Trust Company Americas, as depositary, and owners and holders of American Depositary Shares
	4.4	*	Form of Lock-up Agreement (included in Exhibit 1.1)
	5.1	*	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding the validity of the Class A ordinary shares being registered
	8.1		Opinion of DLA Piper Hong Kong as to certain Hong Kong tax matters
	10.1	*	Management Equity Incentive Plan dated                        , 2019
	10.2		Exclusive Call Option Contract among our VIE and its shareholders and Infront China, dated March 14, 2019
	10.3		Exclusive Services Agreement among our VIE and Infront China dated March 14, 2019
	10.4		Pledge Contract among our VIE and its shareholders and Infront China, dated March 14, 2019
	10.5		Powers of Attorney granted by each shareholder of our VIE dated March 14, 2019
	10.6		Share Exchange Agreement dated April 8, 2019
	10.7	*	Shareholders Agreement dated                        , 2019
	10.8		Senior 364-day term loan facility of the Registrant dated March 15, 2019
	10.9		Senior forward start term loan facility of the Registrant dated March 15, 2019
	10.10		Credit facility of Infront Sports and Media AG dated May 18, 2018
	10.11		Amendment to the credit facility of Infront Sports and Media AG dated November 21, 2018
	10.12		Credit facility of World Triathlon Corporation dated June 26, 2014
	10.13		Amendments to the credit facility of World Triathlon Corporation dated November 18, 2015, June 5, 2017 and January 18, 2019
	10.14		Cooperation Agreement among the Registrant, Dalian Wanda GCL and Wanda Culture Holding Co. Limited, dated May 14, 2019
	21.1		Principal subsidiaries and VIE of the Registrant
	23.1		Consent of Ernst & Young Hua Ming LLP, an independent registered public accounting firm

II-2

Exhibit No.			Description
	23.2	*	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1)
	23.3		Consent of DLA Piper Hong Kong (included in Exhibit 8.1)
	23.4		Consent of Jingtian & Gongcheng Attorneys at Law (included in Exhibit 99.2)
	24.1		Power of Attorney (contained on signature page)
	99.1		Code of Business Conduct and Ethics of the Registrant
	99.2		Opinion of Jingtian & Gongcheng Attorneys at Law regarding certain PRC law matters
	99.3		Consent of Frost & Sullivan

*

To be filed by amendment.

(b)

Financial Statement Schedules

        Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

Item 9.    Undertakings.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

1.

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.



2.

For purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the

II-3

registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

3.

For purposes of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:



(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.



4.

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China on June 7, 2019.

Wanda Sports Group Company Limited
By:	/s/ HENGMING YANG
	Name:	Hengming Yang
	Title:	Chief Executive Officer

II-5

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mr. Hengming Yang and Mr. Honghui Liao as an attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of Class A ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on June 7, 2019.

Signature	Title
/s/ LIN ZHANG Name: Lin Zhang	Chairman of the Board of Directors
/s/ HENGMING YANG Name: Hengming Yang	President, Chief Executive Officer and Director (Principal executive officer)
/s/ HONGHUI LIAO Name: Honghui Liao	Chief Financial Officer and Director (Principal financial and accounting officer)
/s/ PHILIPPE BLATTER Name: Philippe Blatter	Vice Chairman of the Board of Directors; President and Chief Executive Officer of Infront
/s/ ANDREW MESSICK Name: Andrew Messick	Director; President and Chief Executive Officer of WEH

II-6

Signature	Title
/s/ DONGWEI YANG Name: Dongwei Yang	Director; President and Chief Executive Officer of WSC
/s/ EDWIN FUNG Name: Edwin Fung	Director

II-7

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative of the Registrant in the United States, has signed this registration statement in Tampa, Florida United States of America on June 7, 2019.

World Endurance Holdings, Inc.
By:	/s/ ANDREW MESSICK
	Name:	Andrew Messick
	Title:	Chief Executive Officer WEH

II-8

EX-3.1

Exhibit 3.1

Certified as a true and complete copy of the original

Name: Zhang Lin

Capacity: Director

Date:

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Wanda Sports Group Company Limited

萬達體育集團有限公司

Incorporated in Hong Kong on the 28th day of November, 2018

(As adopted by Special Resolution passed on March 6, 2019)

THE COMPANIES ORDINANCE (CHAPTER 622)

Company Limited by Shares

ARTICLES OF ASSOCIATION

(As adopted by Special Resolution passed on March 6, 2019)

OF

Wanda Sports Group Company Limited

萬達體育集團有限公司

PRELIMINARY

1.The regulations in Schedule 1 to the Companies (Model Articles) Notice (Chapter 622H) shall not apply to the Company.

INTERPRETATION

2.(a)In these Articles save where the context otherwise requires:

Affiliate means of a person (the Subject Person) means (a) in the case of a Subject Person other than a natural person, means any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the Subject Person and (b) in the case of a person who is a natural person, (i) any other natural person who is an Immediate Family Member of such natural person, and (ii) any company or trust which is directly or indirectly Controlled by such natural person or any of his Immediate Family Members;

arrangement to subscribe for or underwrite shares means:

(i)a subscription or proposed subscription for shares or other securities of the Company;

(ii)an agreement or proposed agreement to subscribe for shares or other securities of the Company; or

(iii)an agreement or proposed agreement to underwrite any of those shares or securities;

associated company means any company that is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.

Auditors means the Auditors of the Company for the time being;

Board and Directors means the directors for the time being of the Company or the Directors present at a duly convened meeting of directors at which a quorum is present;

business day means a day other than a day on which banking institutions or trust companies are authorized or obligated by law to close in Hong Kong, Beijing or New York City, a Saturday or a Sunday;

call includes any instalment of a call and, in the application of provisions of these Articles to forfeiture of shares, a sum which, by the terms of issue of a share, is payable at a fixed time;

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capital means the share capital from time to time of the Company;

Chairman means the Chairman presiding at any meeting of members or the Board;

Class A Ordinary Share means an ordinary share in the share capital of the Company which is designated as Class A Ordinary Share and having the rights provided for in these Articles;

Class B Ordinary Share means an ordinary share in the share capital of the Company which is designated as Class B Ordinary Share and having the rights provided for in these Articles;

Company means the above-named Company;

connected entity shall have the same meaning as that for “an entity connected with a director or former director of a company” set out in Section 486(1) of the Ordinance;

Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and includes (x) ownership directly or indirectly of more than 50% of the shares in issue or other equity interests of such person, (y) possession directly or indirectly of more than 50% of the voting power of such person or (z) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such person, and the terms Controlling and Controlled have meanings correlative to the foregoing.

Dividend includes distributions in specie or in kind, capital distributions and capitalization issues;

Dollars and $ means dollars in the lawful currency of Hong Kong;

Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China;

Immediate Family Members means, with respect to any natural person, (a) such person’s spouse, parents, parents-in-law, grandparents, children, grandchildren, siblings and siblings-in-law (in each case whether adoptive or biological), and (b) spouses of such person’s children, grandchildren and siblings (in each case whether adoptive or biological);

month means calendar month;

Office means the registered office of the Company for the time being;

paid up includes credited as paid up;

person means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

Ordinance means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), any subsidiary legislation providing relevant administrative, technical and procedural matters for implementation of the Ordinance, and any amendments thereto or re-enactment thereof for the time

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being in force;

Register means the register of members of the Company kept pursuant to the Ordinance and includes any branch register  kept  pursuant  to the Ordinance;

reporting documents shall have the same meaning as that set out in Section 357(2) of the Ordinance;

Seal means the common seal of the Company or any official seal that the Company may have as permitted by the Ordinance;

Secretary means the person or persons appointed for the time being to perform for the Company the duties of a secretary;

share means a Class A Ordinary Share or a Class B Ordinary Share or any other share in the capital of the Company;

special resolution shall have the meaning ascribed thereto in Section 564 of the Ordinance;

these Articles means these Articles of Association in their present form or as altered from time to time;

United States means the United States of America, its territories, its possessions and all areas subject to its jurisdiction;

Wanda means Dalian Wanda Group Co., Ltd. (大连万达集团股份有限公司), a company limited by shares established in the People’s Republic of China; and

in writing and written shall include printing, lithograph, xerography, photography or other modes of representing or reproducing words in a permanent visible form or, to the extent permitted by and in accordance with the Ordinance and any other applicable laws, rules, regulations and exchange rules, any visible substitute for writing (including a communication sent by electronic transmission in any form through any medium), or modes of representing or reproducing words partly in one visible form and partly in another visible form.

(b)In these Articles, if not inconsistent with the subject or context, words importing the singular number only shall include the plural number and vice versa, words importing any gender shall include all other genders and references to persons shall include corporations (acting, where applicable, by their duly authorized representatives).

(c)Subject as aforesaid, any words defined in the Ordinance shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

(d)The headings and any marginal notes are inserted for convenience only and shall not affect the construction of these Articles.

NAME OF THE COMPANY

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3.The name of the Company is “Wanda Sports Group Company Limited 萬達體育集團有限公司”.

THE OFFICE

4.The Office shall be at such place in Hong Kong as the Directors shall from time to time appoint.

LIABILITY OF THE MEMBERS

5.The liability of the members of the Company is limited to any amount unpaid on the shares held by the members.

PRIVATE COMPANY

6.The Company is a private company

(1)The Company is a private company and accordingly:

(a)a member’s right to transfer shares is restricted in the manner specified in these Articles;

(b)the number of members is limited to 50; and

(c)any invitation to the public to subscribe for any shares or debentures of the Company is prohibited.

(2)The Directors may in their discretion refuse to register the transfer of a share.

(3)In paragraph 6(1)(b):

member excludes:

(a)a member who is an employee of the Company; and

(b)a person who was a member while being an employee of the Company and who continues to be a member after ceasing to be such an employee.

(4)For the purposes of this Article, 2 or more persons who hold shares in the Company jointly are to be regarded as 1 member.

SHARES

7.Shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with or without any special voting rights.

8.Without prejudice to any special rights, privileges or restrictions for the time being attached to any issued shares, any unissued or forfeited shares may be issued or re-issued upon such terms and conditions, and with such rights, privileges and restrictions attached thereto, whether in regard to dividends, voting, repayment or redemption of share capital, or otherwise, as the Company may, subject to the Ordinance, from time to time determine or, in the absence of any such determination, as the Directors shall

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determine.

9.The Board may issue warrants to subscribe for any class of shares or securities of the Company on such terms as the Board may from time to time determine.  No fraction of any share shall be allotted on exercise of the subscription rights.

10.Subject to the provisions of the Ordinance and the relevant authority given by the Company in general meeting, the Directors may exercise any power of the Company to allot shares (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, or to grant rights to subscribe for or convert any security into shares of the Company, at such times, to such persons, for such consideration and generally on such terms as the Directors shall in their absolute discretion think fit.

11.The Company may make arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of such calls.

12.If by the conditions of allotment of any shares the whole or part of the issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the shares, or his legal personal representative.

13.Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, the Company may allot and issue, or grant rights to subscribe for, or to convert any security, into shares in the Company in one class or different classes, with such preferred, deferred or other special rights, or subject to such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as the Company may from time to time by ordinary resolution determine (or, in the absence of any such determination, as the Board may determine) and subject to the provisions of the Ordinance, the Company may allot and issue any shares which are to be redeemed or liable to be redeemed at the option of the Company or the holder and the Directors may determine the terms, conditions and manner of redemption of any such share, provided that purchases of redeemable shares not made through the market or by tender shall be limited to a maximum price and if purchases are by tender, tenders shall be available to all shareholders holding redeemable shares of the Company alike.

14.Subject to the provisions of these Articles, except as required by law or ordered by a court of competent jurisdiction, no person shall be recognized by the Company as holding any share upon any trust, and except as aforesaid, the Company shall not be bound by or required in any way to recognize any contingent, future, partial or equitable interest in any share or in any fractional part of a share or any other right in respect of any share or any other claim to or in respect of any such share on the part of any person (even when having notice thereof) except an absolute right to the entirety thereof in the registered holder.

15.The Company may in connection with the issue of any shares exercise all powers of paying interest out of capital and of paying commission and brokerage conferred or permitted by the Ordinance.

16.No person shall become a member until his name shall have been entered into the Register.

17.Whenever any fractions arise as a result of an issue of shares by the Company, the Board may, on behalf of the members, deal with the fractional shares in such manner as it thinks fit. In particular, without limitation, the Board may sell the fractional share to which any members would otherwise become entitled to any person and may retain the net proceeds of sale for the benefit of the Company or distribute

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the net proceeds of sale in due proportion among those members so entitled. For this purpose, the Board may authorize any person to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer of the fractional shares to the purchaser thereof, who shall not be bound to see to the application of the purchase money.

JOINT HOLDERS OF SHARES

18.Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint tenants with benefit of survivorship, subject to the following provisions:

(a)the Company shall not be bound to register more than four persons as the holders of any shares except in the case of the legal personal representatives of a deceased member;

(b)the joint holders of any shares shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such shares;

(c)on the death of any one of such joint holders the survivor or survivors shall be the only person or persons recognized by the Company as having any title to such shares, but the Directors may require such evidence of death as they may deem fit;

(d)any one of such joint holders may give effectual receipts for any dividend, bonus or return of capital payable to such joint holders; and

(e)the Company shall be at liberty to treat the person whose name stands first in the Register as one of the joint holders of any shares as solely entitled to delivery of the certificate relating to such shares, or to receive notices from the Company, or to attend or vote at general meetings of the Company, and any notice given to such person shall be deemed notice to all the joint holders; but any one of such joint holders may be appointed the proxy of the persons entitled to vote on behalf of such joint holders, and as such proxy to attend and vote at general meetings of the Company, but if more than one of such joint holders be present at any meeting personally or by proxy that one so present whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof.

SHARE CERTIFICATES

19.In accordance with the Ordinance, every person whose name is entered as a member in the Register shall be entitled without payment to receive after allotment or lodgment of an instrument of transfer duly stamped, one certificate for all his shares of any particular class, or if he shall so request, upon payment of a reasonable fee as the Directors shall from time to time require or prescribe for every certificate after the first, as the Directors shall from time to time determine, provided that in the event of a member transferring part of the shares represented by a certificate in his name a new certificate in respect of the balance thereof shall be issued in his name without payment and, in the case of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders.

20.Every share certificate shall be issued under the Seal (which for this purpose may be any official seal as permitted or a mechanical reproduction of the impression of such official seal) and shall specify the

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number and class of shares and, if required, the distinctive numbers thereof, to which the certificate relates, and the amount paid up thereon and may otherwise be in such form as the Board may from time to time determine. If at any time the share capital of the Company is divided into different classes of shares, every share certificate issued at that time shall comply with the Ordinance, and no certificate shall be issued in respect of more than one class of shares.

21.Subject to the Ordinance, if any share certificate shall be worn out, defaced, destroyed or lost, it may be replaced on payment of such reasonable fee as the Directors shall from time to time require or prescribe, on such evidence being produced as the Directors shall require, and in case of wearing out or defacement, on delivery up of the old certificate, and in case of destruction or loss, on the execution of such indemnity (if any), as the Directors may require. In case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of the production of such indemnity.

CALLS ON SHARES

22.(a)The Directors may from time to time make calls upon the members in respect of all moneys unpaid on their shares but subject always to the terms of issue of such shares, and any such call may be made payable by instalments.

(b)Each member shall, subject to receiving at least fourteen (14) days’ notice specifying the time or times and place of payment, pay to the Company the amount called on his shares and at the time or times and place so specified. The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, any of the members shall not invalidate the call.

23.A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed.  A call may be revoked, varied or postponed as to all or any of the members liable therefor as the Directors may determine. A person on whom a call is made will remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

24.If any part of a call is not paid before or on the day appointed for payment thereof, the person from whom the payment is due shall be liable to pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment together with interest on the outstanding part thereof at such rate as the Directors shall determine (not exceeding twenty (20) per cent. per annum) from the day appointed for the payment of such call or instalment to the time of discharge thereof in full; but the Directors may, if they shall think fit, waive the payment of such costs, charges, expenses or interest or any part thereof.

25.If, by the terms of the issue of any shares or otherwise, any amount is made payable upon allotment or at any fixed time, every such amount shall be payable as if it were a call duly made and payable on the date on which by the terms of issue the same becomes payable; and all the provisions hereof with respect to the payment of calls and interest thereon, or to the forfeiture of shares for non-payment of calls shall apply to every such amount and the shares in respect of which it is payable in the case of non-payment thereof.

26.The Directors may, if they shall think fit, receive from any member willing to advance the same (either in money or money’s worth) all or any part of the moneys uncalled and unpaid or instalments payable upon

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any shares held by him; and upon all or any of the moneys so paid in advance the Directors may (until the same would, but for such payment in advance, become presently payable) pay interest at such rate as may be agreed upon between the member paying the moneys in advance and the Directors (not exceeding twenty (20) per cent. per annum). But a  payment in advance of a call shall not entitle the shareholder to receive any dividend or to exercise any other rights or privileges as a shareholder in respect of the share or the due portion of the shares upon which  payment has been advanced by such shareholder before it is called. The Directors may also at any time repay the amount so advanced upon giving to such member one month’s notice in writing unless before the  expiration of such notice the amount so advanced shall have been called  up on the shares in respect of which it was advanced.

27.On the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the member sued is entered in the Register as  the holder, or one of the holders, of the shares in respect of which such money is due; that the resolution making the call is duly recorded in the minute book of the Company; and that notice of such call was duly given to the member sued in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence that the money is due.

28.No member shall, unless the Directors otherwise determine, be entitled to receive any dividend or bonus, or to receive notice of or to be present or vote at any general meeting, either personally or (save as proxy for another member) by proxy, or to exercise any privileges as a member, or be reckoned in a quorum, until he shall have paid all calls or other sums for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).

FORFEITURE

29.If any member fails to pay in full any call or any instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter, during such time as any part of the call remains unpaid without prejudice to the provisions of Article 29, serve a notice on him requiring him to pay so much of the call as is unpaid together with interest accrued and any expenses incurred by reason of such non-payment.

30.The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which such call or part thereof and all interest accrued and expenses incurred by reason of such non-payment are to be paid, and it shall also name the place where payment is to be made, such place being either the Office, or some other place at which calls of the Company are usually made payable. The notice shall also state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call is payable will be liable to forfeiture.

31.If the requirements with regard to payment of any such notice as aforesaid be not complied with, any shares in respect of which such notice has been given may, at any time thereafter and before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect, and any such forfeiture shall extend to all dividends and bonuses declared in respect of the shares so forfeited but not payable until after such forfeiture.  The Directors may accept surrender of any shares liable to be forfeited hereunder and in such cases references in the Articles to forfeiture shall include surrender.

32.Any shares so forfeited shall be deemed for the purposes of this Article to be the property of the Company and may be sold, cancelled, re-allotted or otherwise disposed of either subject to or discharged from all

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calls made prior to the forfeiture, to any person, upon such terms as to subscription price and otherwise and in such manner and at such time or times as the Directors think fit.  For the purpose of giving effect to any such sale or other disposition the Directors may authorize the transfer of the shares so sold or otherwise disposed of to the purchaser thereof or any other person becoming entitled thereto.  The Directors shall account to the person whose shares have been forfeited with the balance (if any) of monies received by the Company in respect of those shares after deduction of expenses of forfeiture, sale or disposal of the shares and any amount due to the Company in respect of the shares.

33.The Directors may, at any time before any shares so forfeited shall have been sold, cancelled, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit or permit the share forfeited to be redeemed upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share, and upon such further terms (if any) it thinks fit.

34.Any person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall notwithstanding the forfeiture be and remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with interest thereon from the date of forfeiture until payment at such rate as the Directors may prescribe (not exceeding twenty (20) per cent. per annum), and the Directors may enforce the payment of such moneys or any part thereof and without any deduction or allowance for the value of the shares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share payable thereon at a fixed time which is subsequent to the date of forfeiture, shall notwithstanding that the time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

35.When any shares have been forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry shall be made in the Register recording the forfeiture and the date thereof but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry, and so soon as the shares so forfeited have been sold or otherwise disposed of an entry shall also be made of the manner and date of the sale or disposal thereof.

LIEN

36.The Company shall have a first and paramount lien on every share (not being a fully paid-up share) for all moneys outstanding in respect of such share whether presently payable or not, and the Company shall also have a first and paramount lien on every share (other than fully paid-up shares) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company, whether the same shall have been incurred before or after notice has been given to the Company of any interest of any person other than such member, and whether the time for the payment or discharge of the same shall have already arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member or not. The Company’s lien on a share shall extend to all dividends  payable thereon. The Directors may at any time either generally or in any particular case waive any lien that has arisen, or declare any share  to be wholly or in part exempt from the  provisions of this Article.

37.The Company may sell in such manner as the Directors think fit any share on which the Company has a

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lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen (14) days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death, bankruptcy or winding-up or otherwise by operation of law or court order.

38.The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are presently payable and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the Directors may authorize some person to transfer the shares so sold to the purchaser thereof and may enter the purchaser’s name in the Register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

39.A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration and  the receipt of  the Company for  the consideration (if any) given for the share on the sale, re-allocation or disposal thereof together with the share certificate delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be  required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

TRANSFER OF SHARES

40.The instrument of transfer of any shares in the Company shall be in writing in the usual common form or in such other form as the Board may accept and may be under hand only and shall be executed by or on behalf of the transferor and by or on behalf of the transferee.  The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof.  Nothing in these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

41.Every instrument of transfer shall be lodged at the Office for registration (or at such other place the Board may appoint for such purpose) accompanied by the certificate relating to the shares to be transferred and such other evidence as the Directors may require in relation thereto. All instruments of transfer which shall be registered shall be retained by the Company, but save where fraud is suspected any instrument of transfer which the Directors may decline to register shall, on demand, be returned to the person depositing the same.

42.There shall be paid to the Company in respect of the registration of a transfer and of any Grant of Probate or Letters of Administration, Certificate of Marriage or Death, Power of Attorney or other document relating to or affecting the title to any share or for making of any entry in the Register affecting the title to any share such reasonable fee as the Directors may from time to time require or prescribe.

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43.The registration of transfers may be suspended at such times and for such periods as the Directors may, in accordance with the Ordinance, from time to time determine and either generally or in respect of any class of shares.

44.The Directors may, at any time in their absolute discretion, decline to register any transfer of any share (not being a fully paid-up share). If the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal, provided that if the transferor or transferee requests for a statement of the reasons for the refusal, the Company must within the time period prescribed by the Ordinance send the statement of the reasons or register the transfer.

45.The Directors may also decline to register any transfer unless:

(a)the instrument of transfer is in respect of only one class of share;

(b)in the case of a transfer to joint holders, the number of transferees does not exceed four;

(c)the shares concerned are free of any lien in favour of the Company;

(d)the instrument of transfer is properly stamped;

(e)such other conditions as the Directors may from time to time impose for the purpose of guarding against losses arising from forgery are satisfied;

(f)a fee not exceeding the maximum fee prescribed or permitted from time to time under the applicable law, rules and regulations is paid to the Company in respect thereof;

(g)the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

46.No transfer may be made to an infant or to a person of unsound mind or under other legal disability.

TRANSMISSION OF SHARES

47.In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognized by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder, whether sole or joint, from any liability in respect of any share solely or jointly held by him.

48.Any person becoming entitled to shares in the Company in consequence of the death, bankruptcy or winding-up of any member or otherwise by operation of law or by court order shall, upon procuring such evidence of his title as the Directors may require, have the right either to be registered himself as the holder of the shares upon giving to the Company notice in writing of such his desire or to transfer such shares to some other person. All the limitations, restrictions and provisions of these Articles and the Ordinance relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as if the same were a transfer of shares by a member, including the Directors’ right to refuse or suspend registration.

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49.A person becoming entitled to shares in the Company in consequence of the death, bankruptcy or winding-up of any member or otherwise by operation of law or by court order shall have the right to receive and give a discharge for any dividends or other moneys payable in respect of the shares, provided always that the Directors may at any time give notice requiring any such person to elect to be registered himself or to transfer the shares, and if the notice is not complied with within sixty (60) days, the Directors may thereafter withhold payment of all dividends or other moneys payable in respect of the shares until the requirements of the notice have been complied with but subject to the requirements of Article 77 being met, such a person may vote at meetings.

INCREASE OF CAPITAL AND BUY-BACK OF OWN SHARES

50.The Company may from time to time on more than one occasion or at a specified time or in specified circumstances alter its share capital in accordance with the Ordinance and as the resolution shall prescribe.

51.A general meeting resolving upon the creation of any new shares may direct that the same or any of them shall be offered in the first instance to all the holders for the time being of any class of shares in the capital of the Company, in proportion to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of the new shares, and in default of any such direction, or so far as the same shall not extend, the new shares shall be at the disposal of the Directors, and Article 10 shall apply thereto. The Company may exercise any powers conferred or permitted by the Ordinance or any other ordinance from time to time to buy-back its own shares and warrants (including any redeemable shares) at any price or to give, directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a buy-back made or to be made by any person of any shares or warrants in the Company and should the Company buy-back its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be bought back ratably or in any other particular manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such share buy-back or financial assistance shall only be made or given in accordance with any relevant rules or regulations issued by any relevant regulatory authority from time to time in force.

52.Subject to any direction or determination that may be given or made in accordance with the powers contained in these Articles, all new shares created pursuant to Article 50 shall be subject to the same provisions herein contained with reference to the payment of calls, transfer,  transmission,  forfeiture, lien and otherwise as the existing shares of the Company.

ALTERATIONS OF SHARE CAPITAL

53.Subject to the Ordinance, the Company may by ordinary resolution:

(a)subdivide its existing shares into larger number of shares than its existing number, provided that in the subdivision of an existing share the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived, and so that the resolution whereby any share is subdivided may determine that as between the holders of the shares resulting from such subdivision one or more of the shares may, as compared with the others, have any such preferred, deferred or other special

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rights or be subject to any such restrictions as the Company has power to attach to such new shares;

(b)divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights,  privileges  or conditions;

(c)consolidate and divide its capital or any part thereof into a larger or smaller number of shares than its existing shares;

(d)cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person or have been forfeited in accordance with these Articles; or

(e)make provision for the issue and allotment of shares which do not carry any voting rights.

54.The Company  may by special resolution reduce its share capital in any manner allowed by law.

55.Where any difficulty arises in regard to any consolidation and division under paragraph (c) of Article 53, the Directors may settle the same as they think expedient and in particular may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the members who would have been entitled to the fractions, and for this purpose the Directors may authorize some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

MODIFICATION OF RIGHTS

56.Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the Ordinance, be varied or abrogated either with the consent in writing of the holders of not less than seventy-five (75) percent of the total voting rights of holders of the shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up. To every such separate general meeting, all the provisions of these Articles relating to general meetings and to the proceedings thereat shall mutatis mutandis apply, except that the necessary quorum shall be two persons present in person or by proxy together holding at least one-third of the total voting rights of holders of the shares of the class (but so that, if at any adjourned meeting a quorum as above defined is not present, any one holder of shares of the class present in person or proxy shall be a quorum) and that every such holder shall on a poll have one vote for every share of the class held by him. The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the special rights whereof are to be varied.

57.The special rights attached to any class of shares having preferential rights shall not, unless otherwise expressly provided by the terms of issue thereof, be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects of pari passu therewith but in no respect in priority thereto.

GENERAL MEETINGS

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58.The Company shall in each year hold a general meeting as its annual general meeting in accordance with Section 610 of the Ordinance in addition to any other meetings in that year. The annual general meeting shall be held at such time and place as may be determined by the Directors and subject to these Articles. All other general meetings shall be called extraordinary general meetings.

59.The Directors may wherever they think fit, and shall on requisition from the members in accordance with the Ordinance, convene an extraordinary general meeting.

NOTICE OF GENERAL MEETINGS

60.Any annual general meeting shall be called with at least twenty-one (21) days’ notice in writing and any other general meeting with at least fourteen (14) days’ notice in writing.  The period of notice shall in each case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held and shall be given in manner hereinafter mentioned to all shareholders other than those that are not entitled to receive such notices from the Company under the provisions of these Articles. Provided that a general meeting, notwithstanding that it has been called by notice shorter than that specified above, shall be deemed to have been duly called if it is so agreed:

(a)in the case of an annual general meeting, by all the shareholders entitled to attend and vote at the meeting; and

(b)in the case of any other general meeting, by a majority in number of shareholders having the right to attend and vote, being a majority together holding not less than ninety-five (95) percent of the total voting rights of the shareholders at the meeting.

61.Every notice calling a general meeting shall specify the place and the day and hour of the meeting and shall state prominently that a shareholder entitled to attend and vote is entitled to appoint a proxy, who need not be a shareholder, to attend and, on a poll, vote instead of him.

62.In the case of an annual general meeting, the notice shall also specify the meeting as such.  In the case of any general meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of such business; and if any resolution is to be proposed as a special resolution, the notice shall contain a statement to that effect.

63.The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

64.All business relating to the following matters shall be transacted at an annual general meeting:

(a)the adoption of the reporting documents;

(b)the declaration and sanction of dividends (if any);

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(c)the election of Directors in place of those retiring (if any);

(d)the election or re-election of the Auditors of the Company; and

(e)the fixing of, or the determination of the method of fixing, the remuneration or extra remuneration of the Directors and of the Auditors of the Company.

65.The Board may, at its absolute discretion, arrange for members to attend a general meeting by simultaneous attendance and participation at meeting location(s) using electronic means at such location or locations in any part of the world as the Board may, at its absolute discretion, designate.  The members present in person or by proxy at the meeting location(s) shall be counted in the quorum for, and entitled to vote at, the subject general meeting, and that meeting shall be duly constituted and its proceedings valid provided that the Chairman of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at all the meeting locations are able to hear all those persons present and speak at the principal meeting location and at any other meeting location held by electronic means and be heard by all other persons in the same way. The Chairman of the meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting location.

66.No business save the election of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.

67.If, within thirty (30) minutes from the time appointed for the meeting a quorum be not present, the meeting, if convened upon  requisition in  accordance with  the Ordinance, shall be dissolved; but in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the Chairman of the meeting may determine.  If at such adjourned meeting a quorum be not present within thirty (30) minutes from the time appointed for the meeting, the member or members present in person or by proxy shall be a quorum and may transact the business for which the meeting is called.

68.The Chairman (if any) of the Board or, in his absence, a Deputy Chairman (if any) shall preside as Chairman at every general meeting. If there is no such Chairman or Deputy Chairman, or if at any meeting neither the Chairman nor a Deputy Chairman is present within fifteen minutes after the time appointed for holding the meeting, or if neither of them is willing to act as Chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as Chairman if willing to act. If no Director is present, or if each of the Directors present declines to act as Chairman, the persons present and entitled to vote shall elect one of their number to be Chairman of the meeting. The Chairman of a general meeting shall, for the purpose of conducting the meeting in orderly manner, have power to take all such steps and actions as he deems appropriate to maintain order during the meeting.

69.The Chairman of any general meeting at which a quorum is present may, with the consent of the meeting, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place or sine die; but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place unless due notice thereof is given or such notice is waived in the manner prescribed by these Articles. When a meeting is adjourned for thirty (30) days or more, or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or

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the business to be transacted thereat. Where a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Directors.

70.An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if notice of the proposed amendment is given to the Secretary in writing and such proposed amendment does not, in the reasonable opinion of the Chairman, materially alter the scope of the resolution. Such notice must be given by a person entitled to vote at the general meeting at which it is proposed at least forty-eight (48) hours before the meeting is to take place (or a later time the Chairman determines). A special resolution to be proposed at a general meeting may be amended by ordinary resolution if the Chairman proposes the amendment at the general meeting at which the special resolution is to be proposed and the amendment merely corrects a grammatical or other non-substantive error in the resolution. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the Chairman, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

VOTING

71.At any general meeting, a resolution put to the vote of the meeting shall be decided on voting by poll as provided in these Articles

72.The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.  The poll result, as recorded in the scrutineers’ certificate and signed by the scrutineer, shall be the conclusive evidence of such resolution of the meeting without proof. The Company shall record in the minutes of the general meeting such result of the poll in accordance with the Ordinance.

73.In the case of an equality of votes at any general meeting, the Chairman of the meeting shall be entitled to a second or casting vote.

74.(a)Save as expressly provided in these Articles, no person other than a member duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another member) either personally or by proxy, or to be reckoned in a quorum at any general meeting.

(b)No objection shall be made to the validity of any vote except at a meeting at which such vote shall be tendered and every vote whether given personally or by proxy not disallowed at such meeting shall be deemed valid for all purposes whatsoever of such meeting or poll.

(c)In case of any dispute as to voting the Chairman shall determine the same, and such determination shall be final and conclusive.

75.Subject to the provisions of the Ordinance, a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.  A written notice of confirmation of such resolution in writing signed by or on behalf of a member shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several documents each signed by or on behalf of one or more members.

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VOTES OF MEMBERS

76.Subject to the provisions of the Ordinance, all voting of members in respect of any matter or matters shall be by poll, members holding Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote as one class on all matters, and every member holding Class A Ordinary Shares present in person or by proxy shall have one (1) vote for each Class A Ordinary Share it holds and every member holding Class B Ordinary Shares present in person or by proxy shall have four (4) votes for each Class B Ordinary Share it holds.

Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.  In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share or by such other method as may be approved by the Board. Such conversion shall become effective forthwith upon entries being made in the Register to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares.  The Company shall complete the conversion as soon as reasonably practicable, and in any event within 10 business days, after the conversion notice is delivered by the holder of the Class B Ordinary Share to the Company.

Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a holder to any person who is not Wanda or an Affiliate of Wanda, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not Wanda or an Affiliate of Wanda, such Class B Ordinary Share shall be automatically and immediately converted into one Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and any person who is not Wanda or an Affiliate of Wanda is registered as holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For purpose of this Article 76, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.

Save and except for voting rights and conversion rights as set out in this Article 76, Class B Ordinary Shares and Class A Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

77.Any person entitled under Article 49 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

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78.On a poll, votes may be given either personally or by proxy and a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

79.A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, by his committee, curator bonis or other person in the nature of a committee or curator bonis appointed by that court, and such committee, curator bonis or other person  may on a poll, vote by proxy. If any member be a minor he may vote by his guardian or one of his guardians who may give their votes personally or by proxy.

80.Where any member is, under any applicable laws, rules, regulations or exchange rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

PROXIES

81.A proxy need not be a shareholder. A shareholder may appoint more than one proxy.  Reference in these Articles to appointment of proxy includes references to appointment of multiple proxies.

82.Subject to the Ordinance, an instrument appointing a proxy shall be in writing in any proxy usual or common form or in any other form which the Board may accept, and:

(a)in the case of an individual, shall be signed by the appointor or by his attorney; and

(b)in the case of a corporation, shall be either given under its common seal or signed on its behalf by an attorney or a duly authorized officer of the corporation.

The Board may, but shall not be bound to, require evidence of the authority of any such attorney or authorized officer.  The signatures on such instruments need not be witnessed.  Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must, failing previous registration with the Company, be lodged with the instrument of proxy pursuant to Article 84, failing which the instrument may be treated as invalid.

83.The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy and notice of termination of the authority of a proxy).  If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information may be sent by electronic means to that address, subject to any limitation or conditions specified by the Company when providing the address.

84.An instrument appointing a proxy must be:

(a)in the case of an appointment of proxy in hard copy form, received at such place or one of such places, if any, as may be specified for that purpose in or by way of a note to the notice convening the meeting or, if no place is so specified, at the Office, not less than forty-eight (48) hours before the time appointed for the holding of the meeting or adjourned meeting at which it is to be

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used;

(b)in the case of an appointment of proxy in electronic form, received at the electronic address specified in the notice convening the meeting or in any appointment of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than forty-eight (48) hours before the time appointed for the holding of the meeting or adjourned meeting at which the person named in such instrument proposes to vote; or

If the receipt of a proxy is defective, the proxy shall not be treated as valid. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting, the one which is last delivered within the abovementioned timeframe, regardless of its date or of the date of its execution, shall be treated as replacing and revoking all previously delivered ones as regards that share.  If the Company is unable to determine which was last delivered, none of them shall be treated as valid in respect of that share.

85.An instrument of proxy relating to more than one meeting (including any adjournment thereof), having once been so delivered for the purposes of any meeting, shall not be required to be delivered again for the purposes of any subsequent meeting to which is relates.

86.Delivery of an instrument of proxy shall not preclude a shareholder from attending and exercising his shareholder rights in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.  Subject to the foregoing, a vote cast is valid despite the previous termination of the authority of a person to act as a proxy unless notice of such termination shall have been received by the Company in accordance with the Ordinance.

87.A vote cast by proxy, including the duly authorized representative of a corporation, in accordance with the terms of an instrument of proxy or power of attorney, shall not be invalidated by the previous death or insanity of the principal or by the  previous termination or otherwise the revocation of the appointment of the proxy or of the authority under which the appointment was made, provided that no notification in writing of such death, insanity or revocation shall have been received by the Company in accordance with Section 604(3) of the Ordinance.

DIRECTORS

88.Unless and until otherwise determined by an ordinary resolution of the Company, the Directors shall be not fewer than two in number, and there shall be no maximum number of Directors.

89.The Company shall keep in accordance with the Ordinance a register containing the names, addresses, details of identity card or passport of its Directors and shall from time to time notify to the Registrar of Companies any change that takes place in such Directors and in the place at which such register is kept as required by the Ordinance.

90.A Director needs not hold any shares in the Company. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.

DIRECTORS’ REMUNERATION

91.(a)The Directors shall be entitled to receive by way of remuneration for their services such sum as is

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from time to time determined by the Company in general meeting, such sum (unless otherwise directed by resolution by which it is voted) is to be divided amongst the Directors in such proportions and in such manner as the Board may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office.  The foregoing shall not apply to a Director who holds any salaried employment or office in the Company in the case of sums paid in respect of directors’ fees.

(b)The Directors shall also be entitled to be repaid their reasonable  travelling, hotel and other expenses incurred by them in or about the performance of their duties as Directors, including their expenses of travelling to and from board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or on the discharge of their duties as directors.

92.The Directors may award special remuneration out of the funds of the Company (by way of salary, commission or otherwise as the Directors may determine) to any Director who performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director.

POWERS OF DIRECTORS

93.The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in Hong Kong or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents for the Company, and may fix their remuneration, and may delegate (with or without power to sub-delegate as the Directors shall determine) to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, and may authorize the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

94.The Directors may from time to time and at any time by power of attorney or other instrument appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other instrument may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.  The Company may, by an instrument executed as a deed, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds in Hong Kong and elsewhere and instruments on its behalf and to enter into contracts and sign the same on its behalf and  every deed signed by such attorney on behalf of the Company and under his seal or in accordance with the Ordinance (if applicable) shall bind the Company and have the same effect as if it were executed by or under the seal of the Company.

95.Subject to and to the extent permitted by the Ordinance, the Company or the Directors on behalf of the Company, may cause to be kept in any territory a Branch Register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any

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such Branch Register.

96.All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine. The Company’s bank accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

97.(a)The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and to issue debentures, debenture stocks, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Debentures, debenture stocks, bonds and other securities of the Company may be made assignable free from any equities between the Company and the person to which the same may be issued, and may be issued with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

(b)The Directors shall cause a proper register to be kept, in accordance with the provisions of the Ordinance, of all mortgages and charges affecting the property of the Company and shall duly comply with the requirements of the Ordinance in regard to the registration of mortgages and charges therein specified and shall from time to time and in accordance with the provisions of the Ordinance notify the Registrar of Companies of any change of the place at which such register is kept. Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the members or otherwise, to obtain priority over such prior charge.

(c)The Company shall register an allotment of debenture or debenture stock in accordance with the Ordinance. If the Company issues a series of debentures or debenture stock not transferable by delivery, the Board shall cause a proper register to be kept of the holders of such debentures and shall notify the Registrar of Companies any change of the place at which such register is kept, in accordance with the provisions of the Ordinance.

98.The Board may establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the wives, widows, families and dependents of any such persons.  The Board may also establish and subsidize or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object.  The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid.  Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension,

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allowance or emolument.

APPOINTMENT AND REMOVAL OF DIRECTORS

99.The Company may, from time to time, by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the Board.

100.The Company may by ordinary resolution remove any Director notwithstanding anything in these Articles or in any agreement between him and the Company (but without prejudice to any right to damages for termination of such agreement not in accordance with the terms thereof), and may, if thought fit, by ordinary resolution appoint another person in his stead. Any person so elected shall hold office for such time only as the Director in whose place he is elected would have held the same if he had not been removed.

101.The Directors shall have power, exercisable at any time and from time to time, to appoint any other person as a Director, either to fill a casual vacancy or as an addition to the Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time (if any) by the shareholders in general meeting and any directors so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at each annual general meeting.

102.The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as the number of Directors is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose. If there shall be no Directors able or willing to act, then any two  members may summon a general meeting for the purpose of appointing Directors.

103.No person other than a retiring Director shall, unless recommended by the Board for re-election, be eligible for election to the office of Director at any annual general meeting unless notice in writing for the intention to propose that person for election as a Director and notice in writing by that person of his consent to be elected, shall have been lodged at the Office or head office of the Company at least seven (7) days before the date of the annual general meeting.

ALTERNATE DIRECTORS

104.Each Director may by written notification to the Company nominate any other person to act as alternate Director in his place and at his discretion in similar manner remove such alternate Director.  If such person is not another Director, such appointment, unless previously approved by the Board, shall have effect only upon and subject to being so approved.  The alternate Director shall (except as regards the power to appoint an alternate) be subject in all respects to the terms and conditions existing with reference to the other Directors of the Company; and each alternate Director, whilst acting as such, shall exercise and discharge all the functions, powers and duties of the Director he represents, but shall look to such Director solely for his remuneration as alternate Director.  Every person acting as an alternate Director shall be entitled to receive notices of meetings of the Board and shall have one vote for each Director for whom he acts as alternate at any such meeting at which the Director appointing him is not personally present (in

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addition to his own vote if he is also a Director).  The signature of an alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.  Any person appointed as an alternate Director shall vacate his office as such alternate Director if and when the Director by whom he has been appointed removes him or vacates office as Director.  Every person acting as an alternate Director shall be deemed to be the agent of and for the Director appointing him and shall, without prejudice to any liability which he may cause to his appointor under the Ordinance or otherwise, be responsible to the Company for his own acts and defaults.  To such extent as the Board may from time to time determine in relation to any committee of the Board, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any committee of which his appointor is a member. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.

DISQUALIFICATION OF DIRECTORS

105.The office of a Director shall ipso facto be vacated:

(a)if he becomes prohibited by law or court order from being a Director;

(b)if a receiving order is made against him or he makes any arrangement or composition with his creditors;

(c)if he becomes of unsound mind;

(d)if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;

(e)if he shall be removed from office by notice in writing served upon him signed by all his co- directors;

(f)if he resigns his office;

(g)if he is removed by an ordinary resolution of the Company; or

(h)if he is convicted of an indictable offence.

DIRECTORS’ INTERESTS

106.If a Director or any of his connected entities is in any way, whether directly or indirectly, interested in a contract, transaction or arrangement (or a proposed contract, transaction or arrangement) with the Company that is significant in relation to the Company’s business and the Director’s interest or the interest of his connected entity (as applicable) is material, the Director shall declare the nature and extent of such interest at a board meeting, by notice in writing and sent to other Directors or by general notice in accordance with the Ordinance.  A general notice by a Director for this purpose is a notice to the effect that:

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(a)the Director or his connected entity has an interest as a shareholder, officer, employee or otherwise in a body corporate or firm specified in the notice (including any connected entity of the Director that is a body corporate or firm) and the Directors is to be regarded as interested in any transaction, contract or arrangement which may after the effective date of the notice be made with that specified body corporate or firm; or

(b)the Director or his connected entity is connected with a person specified in the notice (including any connected entity of the Director who is not a body corporate or firm) and the Director is to be regarded as interested in any transaction, contract or arrangement which may after the effective date of the notice be made with that specified person;

and such notice shall be deemed to be a sufficient declaration of interest in relation to any such transaction, contract or arrangement provided that:

(c)such general notice states the nature and extent of the interest of the Director or his connected entity in the specified body corporate or firm; or the nature of the Director’s or his connected entity’s connection with the specified person;

(d)such general notice is given at a board meeting or is brought up and read at the next board meeting after it is given in which case it shall take effect on the date of the board meeting or the next board meeting after it is given (as the case may be); or in writing and sent to the Company in which case it shall take effect on the twenty-first (21st) day after the day on which it is sent; and

(e)the Company must send such general notice to the other Directors within fifteen (15) days after the day it receives that notice.

A Director is not required to make a declaration of interest required by this Article if he is not aware of the interest or the transaction, arrangement or contract in question.  For this purpose, a Director is treated as being aware of matters of which he ought reasonably to be aware.

107.Subject to the Ordinance, a Director may hold any other office or place of profit under the Company (other than the office of Auditor), and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director, for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Article. No Director or intended Director shall be disqualified by his office from contracting with the Company, nor shall any transaction, contract or arrangement entered into by or on behalf of the Company with any Director or any firm or company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit, remuneration or other benefits realized by any such transaction, contract or arrangement by reason only of such Director holding that office or of any fiduciary relationship thereby established, provided that such Director shall disclose the nature and extent of his interest in any transaction, contract or arrangement or in any proposed transaction, contract or arrangement in which he is interested at the meeting of the Board at which the question of entering into the transaction, contract or arrangement or proposed transaction, contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested.

108.A Director may continue to be or become a director, managing director, joint managing director, executive

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director, chief executive officer or manager or other officer or member of any other company in which the Company is interested, and (unless otherwise agreed) shall not be liable to account to the Company for any remuneration or other benefits received by him as a director, managing director, joint managing director, executive director, chief executive officer, manager or other officer or member of any such other company.  The Board may exercise the voting powers conferred by the shares in any other company held or owned by the Company or exercisable by it as directors of such other company in such manner as in all respects as the Board thinks fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, chief executive officers, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) and any director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or be about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, chief executive officer, manager or other officer of such a company, and that as such he is or  may become interested in the exercise of such voting rights in manner aforesaid.  A Director of the Company may be or become a director of any company promoted by the Company or in which it may be interested as a vendor, shareholder or otherwise and no such Director will be accountable for any benefits received as a director or member of such company.  A Director of the Company or his firm may not act as auditor of the Company.

CHIEF EXECUTIVE OFFICERS AND OTHER APPOINTMENTS

109.The Directors may, from time to time, appoint one or more of their number to be Chief Executive Officer or Joint Chief Executive Officer of the Company, or to hold such office in the management, administration or conduct of the business of the Company as they may decide, and for such period and upon such terms and for such remuneration as the Directors shall think fit, and the Directors may also, from time to time (subject to the provisions of any agreement between him or them and the Company) remove him or them from office, and appoint another or others in his or their place or places.

110.A Chief Executive Officer or a Joint Chief Executive Officer (subject to the provisions of any agreement between him and the Company) shall be subject to the same provisions as to resignation and removal as the other Directors of the Company, and shall ipso facto and immediately cease to be Chief Executive Officer or Joint Chief Executive Officer if he shall cease to hold the office of Director.

111.The Directors may, from time to time, entrust to and confer upon any Chief Executive Officer, Joint Chief Executive Officer or Director, holding any other office in the management, administration or conduct of the business of the Company, such of the powers exercisable under these Articles by the Directors as they may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as they may consider expedient, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

PROCEEDINGS OF DIRECTORS

112.The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business.  Until otherwise determined by the Board, two Directors shall constitute a quorum.  For the purpose of this Article an alternate Director shall be counted in a quorum but, notwithstanding that an alternate Director is also a Director or is an alternate for more than one Director, he shall for quorum purposes count as only one Director. Matters arising at any meeting shall be decided by a majority of votes.  In case of an equality

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of votes the Chairman of the meeting shall have a second or casting vote.  A Director or the Secretary may, at any time, summon a meeting of the Directors.  A meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

113.Notice of a meeting of Directors shall be deemed to be duly given to a Director if it is given to him personally, in writing or by telephone, or sent to him at his last known address or any other address given by him to the Company for this purpose, or (if the recipient consents to it being given to him in electronic form) by electronic means to an electronic address from time to time notified to the Company by such Director, or (if the recipient consents to it being made available on a website) by making it available on a website or in such other manner as the Board may from time to time determine.  A Director may consent to short notice of and may waive notice of any meeting and any such waiver may be retrospective.

114.The Directors may elect a Chairman of the Board and determine the period for which he is to hold office; but if no such Chairman be elected, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the same, the Directors present shall choose one of their number to be Chairman of such meeting.

115.A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill health or disability (or their alternate Directors) shall (so long as they constitute a quorum) be as effective for all purposes as a resolution of the Directors passed at a meeting duly convened, held and constituted.  A written notification of confirmation of such resolution in writing signed by a Director shall be deemed to be his signature to such resolution in writing for the purposes of this Article. Such resolution in writing may consist of several documents, each signed by one or more Directors.

116.A meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board generally.

117.The Directors may, from time to time, appoint committees consisting of such one or more persons as they think fit, and may delegate any of their powers to any such committee and, from time to time, revoke any such delegation and discharge any such committee wholly or in part. Any committee so appointed shall, in the exercise of the powers so delegated, conform to any regulations that may, from time to time, be imposed upon it by the Directors.  All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.

118.The meetings and proceedings of any such committee consisting of two or more members shall be governed mutatis mutandis by the provisions of these Articles regulating the meetings and proceedings of the Directors, insofar as the same are not superseded by any regulations made by the Directors under the last  preceding Article.

119.All acts done bona fide by any meeting of the Directors or of a committee of Directors, or by any persons acting as Directors, shall, notwithstanding that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or any of them were disqualified, or had vacated office, be as valid as if every such person had been duly appointed and was qualified and continued to be

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a Director.

MINUTES

120.The Directors shall cause to be entered and kept in books provided for the purpose minutes of the following:

(a)all appointments of officers;

(b)all the names of the Directors and any alternate Director who is not also a Director present at each meeting of the Directors and of any committee; and

(c)all resolutions and proceedings of general meetings and of meetings of the Directors and committees.

Any such minutes of any meeting of the Directors, or of any committee, or of the Company, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall be receivable as evidence of the proceedings of such meeting.

THE SEAL

121.The Directors shall procure a common seal to be made for the Company, and shall provide for the safe custody thereof.  The Seal shall not be affixed to any instrument except by the authority of the Directors or a committee authorized by the Board in that behalf, and every instrument to which the Seal shall be affixed shall be signed by one Director or some other person nominated by the Directors for the purpose, provided that the Board may either generally or in any particular case or cases resolve (subject to such restrictions as to the manner in which the Seal may be affixed as the Board may determine) that such signature may be affixed to certificates for shares or debentures or representing any other form of security by some mechanical means or in printed form other than autographic to be specified in such resolution or that such certificates needs not be signed by any person.  Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Directors previously given.

122.A document signed by any two members of the Board or any of the Directors and the Secretary and expressed, in whatever words, to be executed by the Company as a deed, has the same effect as if executed under the Seal.

123.The Company may have an official seal for use for sealing certificates for shares or other securities issued by the Company as permitted by Section 126(1) and (2) of the Ordinance (and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document to which such official seal or a mechanical reproduction of the impression of such official seal is affixed and such certificates or other document shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction of such signature as aforesaid) and an official seal for use abroad under the provisions of the Ordinance where and as the Board shall determine, and the Company may be writing under the Seal appoint any agents or agent, committees or committee abroad to be the duly authorized agents of the Company for the purpose of affixing and using such official seal and may impose such restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to

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the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such official seal as aforesaid.

124.The Company may exercise all the powers of having official seals conferred by the Ordinance and such powers shall be vested in the Directors.

SECRETARY

125.The Directors shall appoint such person, persons or entities to be Secretary or Joint Secretaries of the Company for such period, at such remuneration and upon such conditions as they may think fit, and any Secretary or Joint Secretaries so appointed may be removed by them.  Anything by the Ordinance or these Articles required or authorized to be done by or to the Secretary or Joint Secretaries, if the office is vacant or there is for any other reason no person capable of acting in the capacity as Secretary or Joint Secretaries, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorized generally or specially in that behalf by the Board.

DIVIDENDS AND RESERVES

126.The Company may by ordinary resolution declare dividends but no such dividend shall exceed the amount recommended by the Directors.

127.Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.  For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.

128.The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien, and may apply the same in or towards satisfaction of the debts and liabilities in respect of which the lien exists.  The Board may deduct from any dividend or bonus payable to any member all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.

129.Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.  The provisions of this Article shall mutatis mutandis apply to capitalizations to be effected in pursuance of these Articles.

130.Any general meeting sanctioning a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call shall be made payable at the same time as the dividend, and the dividend may, if so arranged between the Company and the member, be set off against the call.

131.(a)In respect of any dividend which the Board has resolved to pay or any dividend declared or

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sanctioned or proposed to be declared or sanctioned by the Board or by the Company in general meeting, the Board may determine and announce, prior to or contemporaneously with the announcement, declaration or sanction of the dividend in question:

either

(i)that shareholders entitled thereto will receive in lieu of such dividend (or such part thereof as the Board may think fit) an allotment of shares credited as fully paid provided that the shareholders are at the same time accorded the right to elect to receive such dividend (or part thereof as the case may be) in cash in lieu of such allotment.  In such case, the following provisions shall apply:

(A)the basis of any such allotment shall be determined by the Board;

(B)the Board, after determining the basis of allotment and notwithstanding that the number of shares to be allotted may not be calculated until after notice to the shareholders has been given as required by the provisions of this sub-paragraph and subject to the provisions of sub-paragraph (D) below, shall give notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed  and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective which shall be not less than two weeks from the date on which the notice above referred to was despatched to the shareholders;

(C)the right of election accorded to shareholders as aforesaid may be exercised in whole or in part;

(D)the Board may resolve:

(I)that the right of election accorded to shareholders as aforesaid may be exercised so as to take effect on all future occasions (if any) when the Board makes a determination pursuant to sub-paragraph (i) of this paragraph (a); and/or

(II)that a shareholder who does not exercise the right of election accorded to him as aforesaid either in whole or in part may notify the Company that he will not exercise the right of election accorded to him in respect of all future occasions (if any) when the Board makes a determination pursuant to sub-paragraph (i) of this paragraph (a) of this Article.

Provided that a shareholder may exercise such election or give such notice in respect of all but not some of the shares held by him and may at any time give seven (7) days’ notice in writing to the Company of the revocation of such an  election or such a notice which revocation shall take effect at the expiry of such seven (7) days, and until such revocation has taken effect, the Board shall not be obligated to give to such shareholder notice of the right of election accorded to him or send to him any form of election;

(E)the dividend (or that part of the dividend in lieu of which an allotment of shares is to

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be made as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (the “Non-Elected Shares”) and in lieu thereof shares shall be allotted credited as fully paid to the holders of the Non-Elected Shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalize and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserve or reserves or other special account) as the Board may determine, a sum equal to the aggregate value of shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution to and amongst the holders of the Non-Elected Shares on such basis;

or

(ii)that shareholders entitled to such dividend be entitled to elect to receive an allotment of shares credited as fully paid in lieu of the whole or such part of the dividend as the Board may think fit.  In such case, the following provisions shall apply:

(A)the basis of any such allotment shall be determined by the Board;

(B)the Board, after determining the basis of allotment and notwithstanding that the number of shares to be allotted may not be calculated until after notice to the shareholders has been given as required by the provisions of this sub-paragraph and subject to the provisions of sub-paragraph (D) below, shall give notice in writing to the shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective which shall be not less than two weeks from the date on which the notice above referred to was despatched to the shareholders;

(C)the right of election accorded to shareholders as aforesaid may be exercised in whole or in part;

(D)the Board may resolve;

(I)that the right of election accorded to shareholders as aforesaid may be exercised so as to take effect on all future occasions (if any) when the Board makes a determination pursuant to sub-paragraph (ii) of this paragraph (a); and/or

(II)that a shareholder who does not exercise the right of election accorded to him as aforesaid either in whole or in part may notify the Company that he will not exercise the right of election accorded to him in respect of all future occasions (if any) when the Board makes determination pursuant to sub-paragraph (ii) of paragraph (a).

Provided that a shareholder may exercise such election or give such notice in respect of all but not some of the shares held by him and may at any time give seven (7) days’ notice in writing to the Company of the revocation of such an election or such

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a notice which revocation shall take effect at the expiry of such seven (7) days, and until revocation has taken effect, the Board shall not be obliged to give to such member notice of the right of election accorded to him or send to him any form of election;

(E)the dividend (or that part of the dividend in  respect of which a right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (the “Elected Shares”) and in lieu thereof shares shall be allotted credited as fully paid to the holders of the Elected Shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalize and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserve or reserves or  other special account) as the Board may determine, a sum equal to the aggregate value of shares to be allotted on such basis and apply the same in paying up in full the appropriate number of shares for allotment and distribution  to and amongst the holders of the Elected Shares on such basis.

(b)The shares allotted pursuant to the provisions of paragraph (a) of this Article shall rank pari passu in all respects with the fully paid shares then in issue save only as regards participation:

(i)in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid); or

(ii)in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend

unless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (a) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (a) of this Article shall rank for participation in such distribution, bonus or rights.

(c)The Board may do all acts and things considered necessary or expedient to give effect to any capitalization pursuant to the provisions of paragraph (a) of this Article with full power to the Board to make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the members concerned).  The Board may authorize any person to enter into on  behalf of all members interested, an agreement with the Company providing for such  capitalization and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

(d)The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (a) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shares to elect such dividend in cash in lieu of such allotment.

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(e)The Board may on any occasion when it makes a determination pursuant to paragraph (a) of this Article, resolve that no allotment of shares or rights of election for shares to be issued pursuant to such determination shall be made available or made to any shareholders with registered addresses in any particular territory or territories or to a Depositary where the allotment of shares or the circulation of an offer of such rights of election would or might, in the opinion of the Board, be unlawful or would or might, in the opinion of the Board, be unlawful in the absence of a registration statement or other steps, and in such event the provision aforesaid shall be read and construed subject to such resolution and the only entitlement of shareholders in any such territory or territories shall be to receive in cash the relevant dividend resolved to be paid or declared.  “Depositary” means a custodian or other person (or a nominee for such custodian or other person) appointed under contractual arrangements with the Company or other arrangements approved by the Board whereby such custodian or other person or nominee holds or is interested in shares of the Company or rights or interests in shares of the Company and issues securities or other documents of title or otherwise evidencing the entitlement of the holder thereof to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the Board for the purpose of these Articles and shall include, where approved by the Board, the trustees (acting in their capacity as such) of any employees’ share scheme established by the Company or any other scheme or arrangements principally for the benefit of employees of the Company and/or its subsidiaries which have been approved by the Board.

(f)The Board may at any time resolve to cancel all (but not some only) of the elections made and the notices given by the shareholders pursuant to sub-paragraphs (i)(D) and (ii)(D) of paragraph (a) of this Article by giving seven (7) days’ notice in writing to the relevant shareholders.

(g)The Board may on any occasion determine that rights of election under paragraph (a) of this Article shall not be made available to shareholders who are registered in the register of shareholders, or in respect of shares the transfer of which is registered, after a date fixed by the Board and in such event the provisions aforesaid shall be read and construed subject to such determination.

132.No dividend shall be payable except out of the profits or other distributable reserves of the Company, and no dividend shall bear interest as against the Company.

133.The Directors may, if they think fit, from time to time, resolve to pay to the members such interim dividends as appear to the Directors to be justified by the reserves of the Company.  If at any time the share capital of the Company is divided into different classes the Directors may resolve to pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferred rights as well as in respect of those shares which confer on the holders thereof preferential or special rights in regard to dividend, and provided that the Directors act bona fide they shall not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.  The Directors may also resolve to pay at half-yearly or at other suitable intervals to be settled by them any dividend  which may be payable at a fixed rate if they are of the opinion that the reserves of the Company justify the payment.

134.All dividends unclaimed for one year after having become payable may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed, and all dividends unclaimed for six years after having become payable may be forfeited by the Directors and shall revert to the Company.  The

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payment into a separate account of any monies payable in respect of a dividend shall not constitute the Company a trustee in respect thereof for any person.

135.Unless otherwise directed any dividend or other monies payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled, or, in the case of joint holders, to the registered address of that one whose name stands first on the Register in respect of the joint holding, or addressed to such person at such address as the holder or joint holders shall direct.  The Company shall not be  liable or responsible for any cheque or warrant lost in transmission nor for any dividend or other monies lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant. Payment of the cheque or warrant by the banker on whom it is drawn shall be a good discharge to the Company.

136.The Directors may distribute in specie or in kind among the members in satisfaction in whole or in part of any dividend any of the assets of the Company, and in particular any shares or securities of other companies to which the Company is entitled and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue fractional certificates, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend and such appointment shall be effective. The Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective.

137.Before recommending a dividend the Directors may set aside any part of the net profits of  the Company to one or more reserves, and may apply the same either by employing it in the business of the Company or by investing it in such manner as they shall think fit and the income arising from such reserves shall be treated as part of the profits of the Company.  Such reserves may be applied for the purpose of maintaining the property of the Company, replacing wasting assets, meeting contingencies, forming an insurance fund, equalizing dividends, paying special dividends, or for any other purpose for which the undivided profits of the Company may lawfully be used, and until the same shall be so applied it shall be deemed to remain undivided profit.  The Directors may also carry forward as undivided profit any profit or balance of profit which they shall not think fit to recommend as dividend or to place to reserve.

AUTHENTICATION OF DOCUMENTS

138.Any Director or the Secretary or other authorized officer of the Company shall have power to authenticate any documents affecting the constitution of the Company and  any resolutions passed by the Company or the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies of extracts; and where any books, records, documents or accounts are elsewhere than at the Office, the local manager or such other officer of the Company having the custody thereof shall be deemed to be the authorized officer of the Company as aforesaid.  A document purporting to be a copy of a resolution or an extract from the minutes of a meeting of the Company or of the Directors or any local board or committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

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CAPITALIZATION OF RESERVES ETC.

139.The Board may, with the sanction of an ordinary resolution, capitalize any sum standing to the credit of any of the Company’s reserve accounts or any sum standing to the credit of the statement of comprehensive income by appropriating such sum to the holders of shares in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend on the shares and applying such sum on their behalf of either in or towards paying up any amounts for the time being unpaid on any shares held by such holders respectively or debentures of the Company for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid or partly in the one way and partly in the other.

140.The Board shall do all acts and things considered necessary or expedient to give effect any such capitalization, with full power to the Board to make such provisions as it thinks fit for any fractional entitlements which would otherwise arise (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the shareholders concerned).

141.The Board may authorize any person to enter on behalf of all the shareholders interested into an agreement with the Company providing for any such capitalization and matters incidental thereto, and any agreement made under such authority shall be effective and binding on all concerned.

ACCOUNTS AND AUDITORS

142.The Directors shall ensure that accounting records shall be kept as provided for in Sections 373(2) and (3) of the Ordinance.

143.(a)The Directors shall, from time to time, in accordance with the Ordinance, cause to be prepared and to be laid before its annual general meeting the reporting documents required by the Ordinance. The Directors may also cause to be prepared a summary financial report if they think fit, which may be provided to members and/or debenture holders instead of the reporting documents in circumstances permitted by the Ordinance and any other applicable laws, rules, regulations and exchange rules.

(b)A copy of the reporting documents or the summary financial report shall, not less than twenty-one (21) days before the meeting, be sent to the registered address of every member  and debenture holder of the Company, or in the case of a joint holding to the member or debenture holder (as the case may be) whose name stands first in the appropriate Register in respect of the joint holding.  No accidental non-compliance with the provisions of this Article shall invalidate the proceedings at the meeting.

144.Auditors shall be appointed and their duties regulated in the manner provided by the Ordinance.

145.Subject as otherwise provided by the Ordinance the remuneration of the Auditors shall be fixed by the Company in general meeting provided always that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Board.

146.Every statement of accounts audited by the Company’s Auditors and presented by the Board at a general meeting shall after approval at such meeting be conclusive except as regards any error discovered therein

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within three months of the approval thereof.  Whenever any such error is discovered within that period, it shall forthwith be corrected, and the statement of accounts amended in respect of the error shall be conclusive.

COMMUNICATIONS

147.Any notice or document to be given or issued under these Articles shall be in writing, except that any such notice or document to be given or issued by or on behalf of the Company under these Articles shall be in writing which may or may not be in a transitory form and may be recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form (including an electronic communication and communication made available on a website) whether having physical substance or not may be served on or delivered or sent by the Company by any of the following means subject to and to such extent permitted by and in accordance with the Ordinance and any other applicable laws, rules, regulations and exchange rules:

(a)personally;

(b)by sending it through the post in a properly prepaid letter, envelope or wrapper addressed to a member at his registered address as appearing in the Register of Members or in the case of another entitled person, to such address as he may provide;

(c)by delivering or leaving it at such address as aforesaid;

(d)by advertisement;

(e)by transmitting it as an electronic communication to the entitled person at such electronic address as he may have provided; or

(f)by making it available on a website.

148.Any notice or document given or issued by or on behalf of the Company:

(a)if sent by post, shall be deemed to have been served or delivered on the second business day after the day on which the envelope or wrapper containing the same is put into a post office and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so properly prepaid, addressed and put into such post office shall be conclusive evidence thereof;

(b)if not sent by post but delivered or left at a registered address by the Company, shall be deemed to have been served or delivered on the day it was so left;

(c)if published by way of a newspaper advertisement, shall be deemed to have been served or delivered on the date which it is advertised;

(d)if sent as an electronic communication (other than by making it available on a website), shall be deemed to have been served at the end of the prescribed period after the notice, document or information is sent or otherwise in accordance with the Ordinance; and

36

(e)if made available on a website, shall be deemed to have been served at the later of (i) the time when it is first made available on the website and (ii) the time when the entitled person is deemed to have received a notification of such availability, or otherwise in accordance with the Ordinance.

149.Where a person has consented or is, in accordance with the Ordinance and other applicable laws, rules, regulations and exchange rules, deemed to have consented to receive notices and other documents from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver to him any notice or document in such language only in accordance with these Articles unless and until there is a notice of revocation or amendment of such consent given by such person to the Company in accordance with Ordinance and other applicable laws, rules, regulations and exchange rules which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.

150.Any person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which, previously to his name and address being entered in the Register, shall be duly given to the person from whom he derives his title to such share.

151.Any notice or document served in accordance with these Articles shall, notwithstanding such member be then deceased or bankrupt, and whether or not the Company has notice of his decease or bankruptcy, be deemed to have been duly served in respect of any shares held by such member, whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his executors, administrators or assigns and all persons (if any) jointly interested with him in any such share.

152.Any summons, notice, order or other document required to be sent to or served upon the Company, or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid letter, envelope or wrapper, addressed to the Company or to such officer at the Office.

153.The signature to any notice to be given by the Company may be written, typed, printed or made electronically.

154.In reckoning the period for any notice given under these Articles, the day on which notice is served, or deemed to be served, and the day for which such notice is given shall be excluded.

WINDING UP

155.If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid-up capital, they shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid upon on the shares held by them respectively. This Article is, however, subject to the rights of the holders of any shares which may be issued on special terms or conditions.

156.If the Company shall be wound up, the liquidator (whether voluntary or official) may, with the sanction of

37

a special resolution, divide among the members in specie or kind the whole or any part of the assets of the Company or vest any part of the assets of the Company in trustees upon such trusts for the benefit of the members or any of them as the resolution shall provide. Any such resolution may provide for and sanction a distribution of any specific assets amongst different classes of members otherwise than in accordance with their existing rights, but each member shall in that event have a right of dissent and other ancillary rights in the same manner as if such resolution were a special resolution passed pursuant to Section 237 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

157.In the event of a winding-up of the Company in Hong Kong, every member of the Company who is not for the time being in Hong Kong shall be bound, within fourteen (14) days after the passing of an effective resolution to wind up the Company voluntarily, or within the like period after the making of an order for the winding up of the Company, to serve notice in writing on the Company appointing some person resident in Hong Kong upon whom all summonses, notices, processes, orders and judgements in relation to or under the winding up of the Company may be served and, in default of such nomination, the liquidator of the Company shall be at liberty on behalf of such member to appoint some such person, and service upon any such appointee shall be deemed to be a good personal service on such member for all purposes, and where the liquidator makes any such appointment he shall, with all convenient speed, give notice thereof to such member by advertising in such English language daily newspaper circulating in Hong Kong as he shall deem appropriate or by a registered letter sent through the post and addressed to such member at his address as appearing in the Register, and such notice shall be deemed to be served on the day on which the advertisement appears  or the letter is posted.

INDEMNITY

158.Subject to the provisions of the Ordinance, every Director or other officer of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses and liabilities which he may sustain or incur in or about the execution of his office or otherwise in relation thereto and in particular and without prejudice to the generality of the foregoing every Director and other officer of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses which any such Director and other officer may incur or become liable for by reason of any contract entered into, or act or thing done by him or them as such Director and other officer, or in any way in the discharge of their or his duties, including travelling expenses; and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority as between the members over all other claims. Any person who is a Director or other officer of the Company shall not be liable (except in consequence of his own dishonesty) for the acts, receipts, neglects or defaults of any other Director or other officer of the Company or for any losses or expenses incurred by the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects of the Company shall be deposited or for any loss occasioned by any error of judgement, omission, default or oversight on their or his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto.

159.Subject to the provisions of and so far as may be permitted by the Ordinance, the Company may purchase and maintain for any officer of the Company:

38

(a)insurance against any liability to the Company, an associated company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the Company or any associated company; and

(b)insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the Company or an associated company.

160.Any permitted indemnity provision under Section 469 of the Ordinance is subject to disclosure in the relevant Directors’ report in accordance with Section 470 of the Ordinance; and the Company shall keep in its registered office a copy, or document setting out the terms, of such permitted indemnity provision in accordance with Section 471 of the Ordinance; which shall be made available for inspection by an member subject to Section 472 of the Ordinance.

DESTRUCTION OF DOCUMENTS

161.Subject to the Ordinance, the Company may destroy:

(a)any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;

(b)any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;

(c)any instrument of transfer of shares which has been registered at any time after the expiry of six years from the date of registration; and

(d)any other document, on the basis of which any entry in the register is made, at any time after the expiry of six years from the date on which an entry in the register was first made in respect of it;

and it shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

(a)the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

(b)nothing contained in this Article shall be construed as imposing upon  the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled; and

(c)references in this Article to the destruction of any document include reference to its disposal in any manner.

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UNTRACEABLE SHAREHOLDERS

162.Without prejudice to the rights of the Company, the Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

163.The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a shareholder who is untraceable,  but no such sale shall be made unless:

(a)all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorized by the Articles of Association of the Company have remained uncashed;

(b)so far as it is aware at the end of the relevant period, the Company has not at any time, during the relevant period received any indication of the existence of the shareholder who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law;

(c)the Company has caused a notice to be published in accordance with Section 164 of the Ordinance; and

(d)the Company has notified the stock exchange in the relevant territory of its intention to effect such sale.

For the purpose of the foregoing, “relevant period” means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

The manner, timing and terms of any sale of shares pursuant to this Article (including but not limited to the price or prices at which the same is made) shall be such as the Board determines, based upon advice from such bankers, brokers or other persons as the Board considers appropriate consulted by it for the purposes, to be reasonably practicable having regard to all the circumstances including the number of shares to be disposed of and the requirement that the disposal be  made without delay and  the Board shall not be liable to any person for any of the consequences of reliance on such advice.

164.To give effect to any such sale pursuant to Article 163 the Board may authorize any person to transfer the said shares and the instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and, upon receipt by the Company of such proceeds, it shall become indebted to the former shareholder by carrying all moneys in respect thereof to a separate account for an amount equal to such net proceeds.  No trusts shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall include any additional shares which during the relevant period or during any period ending on the date when all the requirements of sub-

40

paragraphs (a) to (c) of Article 163 have been satisfied have been issued in respect of those held at the beginning of such relevant period and shall be valid and effective notwithstanding that the shareholder holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

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Share capital and initial shareholdings (on the Company’s formation)

The total number of shares that the Company proposes to issue: 1

The total number of share capital to be subscribed by the company’s founder member: HKD1.00

(i)The amount to be paid or to be regarded as paid up: HKD1.00

(ii)The amount to remain unpaid or to be regarded as remaining unpaid: HKD0.00

Class of Shares: Ordinary

The total number of shares in this class that the company proposes to issue: 1

The total amount of share capital in this class to be subscribed by the company’s founder members: HKD1.00

(i)The amount to be paid or to be regarded as paid up: HKD1.00

(ii)The amount to remain unpaid or to be regarded as remaining unpaid: HKD0.00

Name(s) of Founder Member(s)			Number of Share(s) and Total Amount of Share Capital
		For and on behalf of
		Infront International Holdings AG
			1
			Ordinary share
			HKD1.00
		Authorised Signature(s)
	Infront International Holdings AG
Total:			1
			Ordinary share
			HKD1.00

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EX-4.2

Exhibit 4.2

Wanda Sports Group Company Limited INCORPORATED IN HONG KONG SHARE CERTIFICATE member holdi ng Class A Ordinary Shares present in person or by proxy shall have one ( I ) vote for each Class A Ordi nary Share i t holds and every member holding Class B n.·rlinb%<i'rll present in person or by proxy shall have four (4) votes for each Class B Ordinary Share it holds. [NAME] This is to certify that Of [ADDRESS] is the registered holder of subject to tJ:te rules and laws governing the ac}ministrtion d the Compapy Given under the Common Seal of the said Company This The Common Seal ofthe Company was hereunto affixed in the presence of Director

EX-4.3

Exhibit 4.3

DEPOSIT AGREEMENT

by and among

WANDA SPORTS GROUP COMPANY LIMITED

as Issuer,

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Depositary,

AND

THE HOLDERS AND BENEFICIAL OWNERS
OF AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER

Dated as of [·], 2019

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of [·], 2019, by and among (i) Wanda Sports Group Company Limited, a company incorporated in Hong Kong, with its principal executive office at 9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, China, and its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

W I T N E S S E T H  T H A T:

WHEREAS, the Company desires to establish an ADR facility with the Depositary to provide for the deposit of Shares and the creation of American Depositary Shares representing the Shares so deposited;

WHEREAS, the Depositary is willing to act as the depositary for such ADR facility upon the terms set forth in this Deposit Agreement;

WHEREAS, the American Depositary Receipts evidencing the American Depositary Shares issued pursuant to the terms of this Deposit Agreement are to be substantially in the form of Exhibit A and Exhibit B annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

WHEREAS, the American Depositary Shares to be issued pursuant to the terms of this Deposit Agreement are accepted for trading on the NASDAQ Global Market; and

WHEREAS, the Board of Directors of the Company (or an authorized committee thereof) has duly approved the establishment of an ADR facility upon the terms set forth in this Deposit Agreement, the execution and delivery of this Deposit Agreement on behalf of the Company, and the actions of the Company and the transactions contemplated herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated:

SECTION 1.1  “Affiliate” shall have the meaning assigned to such term by the Commission under Regulation C promulgated under the Securities Act.

SECTION 1.2  “Agent”  shall mean such entity or entities as the Depositary may appoint under Section 7.8 hereof, including the Custodian or any successor or addition thereto.

SECTION 1.3  “American Depositary Share(s)” and “ADS(s)” shall mean the securities represented by the rights and interests in the Deposited Securities granted to the Holders and Beneficial Owners pursuant to this Deposit Agreement and evidenced by the American Depositary Receipts issued hereunder.  Each American Depositary Share shall represent the right to receive [·] Share[s], until there shall occur a distribution upon Deposited Securities referred to in Section 4.2 hereof or a change in Deposited Securities referred to in Section 4.9 hereof with respect to which additional American Depositary Receipts are not executed and delivered and thereafter each American Depositary Share shall represent the Shares or Deposited Securities specified in such Sections.

SECTION 1.4  “Article” shall refer to an article of the American Depositary Receipts as set forth in the Form of Face of Receipt and Form of Reverse of Receipt in Exhibit A and Exhibit B annexed hereto.

SECTION 1.5  “Articles of Association” shall mean the articles of association of the Company, as amended from time to time.

SECTION 1.6  “ADS Record Date” shall have the meaning given to such term in Section 4.7 hereof.

SECTION 1.7  “Beneficial Owner” shall mean as to any ADS, any person or entity having a beneficial interest in such ADS.  A Beneficial Owner need not be the Holder of the ADR evidencing such ADSs. A Beneficial Owner may exercise any rights or receive any benefits hereunder solely through the Holder of the ADR(s) evidencing the ADSs in which such Beneficial Owner has an interest.

SECTION 1.8  “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not (a) a day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close and (b) a day on which the market(s) in which ADSs are traded are closed.

SECTION 1.9  “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

SECTION 1.10  “Company” shall mean Wanda Sports Group Company Limited, a company incorporated and existing under the laws of Hong Kong, and its successors.

SECTION 1.11  “Corporate Trust Office” when used with respect to the Depositary, shall mean the corporate trust office of the Depositary at which at any particular time its depositary receipts business shall be administered, which, at the date of this Deposit Agreement, is located at 60 Wall Street, New York, New York 10005, U.S.A.

SECTION 1.12  “Custodian” shall mean, as of the date hereof, Deutsche Bank AG, Hong Kong Branch, having its principal office at 57/F International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong S.A.R., People’s Republic of China, as the custodian for the purposes of this Deposit Agreement, and any other firm or corporation which may hereinafter be appointed by the Depositary pursuant to the terms of Section 5.5 hereof as a

2

successor or an additional custodian or custodians hereunder, as the context shall require.  The term “Custodian” shall mean all custodians, collectively.

SECTION 1.13  “Deliver”, “Deliverable” and “Delivery” shall mean, when used in respect of American Depositary Shares, Receipts, Deposited Securities and Shares, the physical delivery of the certificate representing such security, or the electronic delivery of such security by means of book-entry transfer, as appropriate, including, without limitation, through DRS/Profile.  With respect to DRS/Profile ADRs, the terms “execute”, “issue”, “register”, “surrender”, “transfer” or “cancel” refer to applicable entries or movements to or within DRS/Profile.

SECTION 1.14  “Deposit Agreement” shall mean this Deposit Agreement and all exhibits annexed hereto, as the same may from time to time be amended and supplemented in accordance with the terms hereof.

SECTION 1.15  “Depositary” shall mean Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, in its capacity as depositary under the terms of this Deposit Agreement, and any successor depositary hereunder.

SECTION 1.16  “Deposited Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received or deemed to be received by the Depositary or the Custodian in respect thereof and held hereunder, subject, in the case of cash, to the provisions of Section 4.6.

SECTION 1.17  “Dollars” and “$” shall mean the lawful currency of the United States.

SECTION 1.18  “DRS/Profile” shall mean the system for the uncertificated registration of ownership of securities pursuant to which ownership of ADSs is maintained on the books of the Depositary without the issuance of a physical certificate and transfer instructions may be given to allow for the automated transfer of ownership between the books of DTC and the Depositary.  Ownership of ADSs held in DRS/Profile is evidenced by periodic statements issued by the Depositary to the Holders entitled thereto.

SECTION 1.19  “DTC” shall mean The Depository Trust Company, the central book-entry clearinghouse and settlement system for securities traded in the United States, and any successor thereto.

SECTION 1.20  “DTC Participants” shall mean participants within DTC.

SECTION 1.21  “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as from time to time amended.

SECTION 1.22  “Foreign Currency” shall mean any currency other than Dollars.

SECTION 1.23  “Foreign Registrar” shall mean the entity, if any, that carries out the duties of registrar for the Shares or any successor as registrar for the Shares and any other appointed agent of the Company for the transfer and registration of Shares or, if no such agent is so appointed and acting, the Company.

SECTION 1.24  “Holder” shall mean the person in whose name a Receipt is registered on the books of the Depositary (or the Registrar, if any) maintained for such purpose.  A Holder

3

may or may not be a Beneficial Owner.  A Holder shall be deemed to have all requisite authority to act on behalf of those Beneficial Owners of the ADRs registered in such Holder’s name.

SECTION 1.25  “Indemnified Person” and “Indemnifying Person” shall have the respective meanings set forth in Section 5.8 hereof.

SECTION 1.26  “Losses” shall have the meaning set forth in Section 5.8 hereof.

SECTION 1.27  “Opinion of Counsel” shall mean a written opinion from legal counsel to the Company who is acceptable to the Depositary.

SECTION 1.28  “Receipt(s); “American Depositary Receipt(s)”; and “ADR(s)” shall mean the certificate(s) or statement(s) issued by the Depositary evidencing the American Depositary Shares issued under the terms of this Deposit Agreement, as such Receipts may be amended from time to time in accordance with the provisions of this Deposit Agreement.  References to Receipts shall include physical certificated Receipts as well as ADSs issued through any book-entry system, including, without limitation, DRS/Profile, unless the context otherwise requires.

SECTION 1.29  “Registrar” shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register ownership of Receipts and transfer of Receipts as herein provided, and shall include any co-registrar appointed by the Depositary for such purposes.  Registrars (other than the Depositary) may be removed and substitutes appointed by the Depositary.

SECTION 1.30  “Restricted Securities” shall mean Shares which (i) have been acquired directly or indirectly from the Company or any of its Affiliates in a transaction or chain of transactions not involving any public offering and subject to resale limitations under the Securities Act or the rules issued thereunder, or (ii) are held by an officer or director (or persons performing similar functions) or other Affiliate of the Company or (iii) are subject to other restrictions on sale or deposit under the laws of the United States, Hong Kong or any other applicable jurisdiction under a shareholders’ agreement, shareholders’ lock-up agreement or the Articles of Association or under the regulations of an applicable securities exchange unless, in each case, such Shares are being sold to persons other than an Affiliate of the Company in a transaction (x) covered by an effective resale registration statement or (y) exempt from the registration requirements of the Securities Act (as hereafter defined) and the Shares are not, when held by such person, Restricted Securities.

SECTION 1.31  “Securities Act” shall mean the U.S. Securities Act of 1933, as from time to time amended.

SECTION 1.32  “Shares” shall mean Class A ordinary shares of the Company, no par value, heretofore or hereafter validly issued and outstanding and fully paid.  References to Shares shall include evidence of rights to receive Shares, whether or not stated in the particular instance; provided, however, that in no event shall Shares include evidence of rights to receive Shares with respect to which the full purchase price has not been paid or Shares as to which pre-emptive rights, if applicable, have theretofore not been validly waived or exercised; provided further, however, that, if there shall occur any modification to add a  par value (or subsequent change in such par value), split-up, consolidation,  reclassification,  exchange,  conversion or any other event described in Section 4.9 hereof in respect of the Shares, the term “Shares” shall thereafter, to the extent permitted by law, represent the successor securities

4

resulting from such par value modification (or subsequent change in such par value), split-up , consolidation, reclassification, exchange, conversion or event.

SECTION 1.33  “United States” or “U.S.” shall mean the United States of America.

ARTICLE II.

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

SECTION 2.1  Appointment of Depositary  The Company hereby appoints the Depositary as exclusive depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement.  Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms of this Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of this Deposit Agreement and the applicable ADR(s) and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in this Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of this Deposit Agreement and the applicable ADR(s) (the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof).

SECTION 2.2  Form and Transferability of Receipts.

(a)Form.  Receipts in certificated form shall be substantially in the form set forth in Exhibit A and Exhibit B annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  Receipts may be issued in denominations of any number of American Depositary Shares.  No Receipt in certificated form shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt shall have been dated and signed by the manual or facsimile signature of a duly authorized signatory of the Depositary.  The Depositary shall maintain books on which each Receipt so executed and Delivered, in the case of Receipts in certificated form, and each Receipt issued through any book-entry system, including, without limitation, DRS/Profile, in either case as hereinafter provided, and the transfer of each such Receipt shall be registered.  Receipts in certificated form bearing the manual or facsimile signature of a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding the fact that such signatory has ceased to hold such office prior to the execution and Delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.  Notwithstanding anything in this Deposit Agreement or in the form of Receipt to the contrary, to the extent available by the Depositary, ADSs shall be evidenced by Receipts issued through any book-entry system, including, without limitation, DRS/Profile, unless certificated Receipts are specifically requested by the Holder.  Holders and Beneficial Owners shall be bound by the terms and conditions of this Deposit Agreement and of the form of Receipt, regardless of whether their Receipts are in certificated form or are issued through any book-entry system, including, without limitation, DRS/Profile.

(b)Legends.  In addition to the foregoing, the Receipts may, and upon the written request of the Company shall, be endorsed with, or have incorporated in the text thereof, such legends or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as

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may be (i) necessary to enable the Depositary and the Company to perform their respective obligations hereunder, (ii) required to comply with any applicable laws or regulations, or with the rules and regulations of any securities exchange or market upon which ADSs may be traded, listed or quoted, or to conform with any usage with respect thereto, (iii) necessary to indicate any special limitations or restrictions to which any particular ADRs or ADSs are subject by reason of the date of issuance of the Deposited Securities or otherwise or (iv) required by any book-entry system in which the ADSs are held.  Holders and Beneficial Owners shall be deemed, for all purposes, to have notice of, and to be bound by, the terms and conditions of the legends set forth, in the case of Holders, on the ADR registered in the name of the applicable Holders or, in the case of Beneficial Owners, on the ADR representing the ADSs in which such Beneficial Owners have an interest.

(c)Title. Subject to the limitations contained herein and in the form of Receipt, title to a Receipt (and to the ADSs evidenced thereby), when properly endorsed (in the case of certificated Receipts) or upon delivery to the Depositary of proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of the State of New York; provided, however, that the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of a Receipt, unless such holder is the Holder thereof.

SECTION 2.3  Deposits.

(a)Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time [beginning on the 181st day after the date of the prospectus contained in the registration statement on Form F-1 under which the ADSs are first sold or on such earlier date as the Company (with the approval of the underwriters referred to in the said prospectus) may specify in writing to the Depositary], whether or not the transfer books of the Company or the Foreign Registrar, if any, are closed, by Delivery of the Shares to the Custodian.  Except for Shares deposited by the Company in connection with the initial sale of ADSs under the registration statement on Form F-1, no deposit of Shares shall be accepted under this Deposit Agreement prior to such date.  Every deposit of Shares shall be accompanied by the following: (A)(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates issued in bearer form, such Shares or the certificates representing such Shares and (iii) in the case of Shares Delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (C) if the Depositary so requires, a written order directing the Depositary to execute and Deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence  satisfactory to the Depositary (which may include an opinion of

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counsel reasonably satisfactory to the Depositary provided at the cost of the person seeking to deposit Shares) that all conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with the rules and regulations of, any applicable governmental agency and (E) if the Depositary so requires, (i) an agreement, assignment or instrument  satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be  satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee.  No Share shall be accepted for deposit unless accompanied by confirmation or such additional evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of Hong Kong and any necessary approval has been granted by any governmental body in Hong Kong, if any, which is then performing the function of the regulator of currency exchange.  The Depositary may issue Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.  Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the Securities Act, unless a  Securities Act registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association.  The Depositary shall use commercially reasonable efforts to comply with reasonable written instructions of the Company that the Depositary shall not accept for deposit hereunder any Shares specifically identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States and other jurisdictions, provided that the Company shall indemnify the Depositary and the Custodian for any claims and losses arising from not accepting the deposit of any Shares identified in the Company’s instructions.

(b)As soon as practicable after receipt of any permitted deposit hereunder and compliance with the provisions of this Deposit Agreement, the Custodian shall present the Shares so deposited, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped, to the Foreign Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either.  Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or a nominee, in each case for the account of the Holders and Beneficial Owners, at such place or places as the Depositary or the Custodian shall determine.

(c)In the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may be necessary (including, without limitation, making the necessary notations on Receipts) to give effect to the issuance of such ADSs and to ensure that such ADSs are not fungible with other ADSs issued hereunder until such time as the entitlement of the Shares represented by such non-fungible ADSs equals

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that of the Shares represented by ADSs prior to such deposit. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued contain rights different from those of any other Shares theretofore issued and shall assist the Depositary with the establishment of procedures enabling the identification of such non-fungible Shares upon Delivery to the Custodian.

SECTION 2.4  Execution and Delivery of Receipts.  After the deposit of any Shares pursuant to Section 2.3 hereof, the Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are Deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby.  Such notification shall be made by letter, first class airmail postage prepaid,  or, at the request, risk and expense of the person making the deposit, by SWIFT, facsimile or other means  of electronic transmission.  After receiving such notice from the Custodian, the Depositary, subject to this Deposit Agreement (including, without limitation, the payment of the fees, expenses, taxes and/or other charges owing hereunder), shall issue the ADSs representing the Shares so deposited to or upon the order of the person or persons named in the notice delivered to the Depositary and shall execute and Deliver a Receipt registered in the name or names requested by such person or persons evidencing in the aggregate the number of American Depositary Shares to which such person or persons are entitled.

SECTION 2.5  Transfer of Receipts; Combination and Split-up of Receipts.

(a)Transfer.  The Depositary, or, if a Registrar (other than the Depositary) for the Receipts shall have been appointed, the Registrar, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its books, upon surrender at the Corporate Trust Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney, properly endorsed in the case of a certificated Receipt or accompanied by, or in the case of Receipts issued through any book-entry system, including, without limitation, DRS/Profile, receipt by the Depositary of, proper instruments of transfer (including signature guarantees in accordance with standard industry practice) and duly stamped as may be required by the laws of the State of New York, of the United States, of Hong Kong and of any other applicable jurisdiction.  Subject to the terms and conditions of this Deposit Agreement, including payment of the applicable fees and charges of the Depositary set forth in Section 5.9 hereof and Article (9) of the Receipt, the Depositary shall execute a new Receipt or Receipts and Deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered.

(b)Combination and Split Up.  The Depositary, subject to the terms and conditions of this Deposit Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts and upon payment to the Depositary of the applicable fees and charges set forth in Section 5.9 hereof and Article (9) of the Receipt, execute and Deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

(c)           Co-Transfer Agents.  The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled to such Receipts and will be entitled to protection and indemnity, in each

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case to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary.  Each co-transfer agent appointed under this Section 2.5 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

(d)Substitution of Receipts.  At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through any book-entry system, including, without limitation, DRS/Profile, or vice versa, execute and Deliver a certificated Receipt or deliver a statement, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the relevant Receipt.

SECTION 2.6  Surrender of Receipts and Withdrawal of Deposited Securities.  Upon surrender, at the Corporate Trust Office of the Depositary, of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (as set forth in Section 5.9 hereof and Article (9) of the Receipt) and (ii) all fees, taxes and/or governmental charges payable in connection with such surrender and withdrawal, and subject to the terms and conditions of this Deposit Agreement and Articles of Association, Section 7.11hereof and any other provisions of or governing the Deposited Securities and other applicable laws, the Holder of such American Depositary Shares shall be entitled to Delivery, to him or upon his order, of the Deposited Securities at the time represented by the American Depositary Shares so surrendered.  American Depositary Shares may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such American Depositary Shares (if held in certificated form) or by book-entry Delivery of such American Depositary Shares to the Depositary.

A Receipt surrendered for such purposes shall, if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of a person or persons designated in such order. Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case, subject to Sections 2.7, 3.1, 3.2, 5.9, hereof and to the other terms and conditions of this Deposit Agreement and the Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect) to or upon the written order of the person or persons designated in the order delivered to the Depositary as provided above, the Deposited Securities represented by such American Depositary Shares, together with any certificate or other proper documents of or relating to title of the Deposited Securities as may be legally required, as the case may be, to or for the account of such person.

The Depositary may refuse to accept for surrender American Depositary Shares only in the circumstances described in Article (4) of the Receipt.  Subject thereto, in the case of surrender of a Receipt evidencing a number of American Depositary Shares representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, and

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expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the person surrendering the Receipt.

At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held in respect of, and any certificate or certificates and other proper documents of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for delivery at the Corporate Trust Office of the Depositary, and for further Delivery to such Holder.  Such direction shall be given by letter or, at the request, risk and expense of such Holder, by facsimile or other means of electronic transmission. Upon receipt by the Depositary of such direction, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

SECTION 2.7  Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, etc.

(a)Additional Requirements.  As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision, combination or surrender of any Receipt, the Delivery of any distribution thereon (whether in cash or shares) or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 hereof and Article (9) of the Receipt hereto, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 hereof and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts or American Depositary Shares or to the withdrawal or Delivery of Deposited Securities and (B) such reasonable regulations and procedures as the Depositary may establish consistent with the provisions of this Deposit Agreement and applicable law.

(b)Additional Limitations.  The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfers of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of  any requirement of law, any  government or governmental body or commission or any securities exchange on which the Receipts or Shares are listed, or under any provision of this Deposit Agreement or provisions of, or governing, the Deposited Securities, or any meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.11hereof.

(c)The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

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SECTION 2.8  Lost Receipts, etc.  To the extent the Depositary has issued Receipts in physical certificated form, in case any Receipt shall be mutilated, destroyed, lost or stolen, unless the Depositary has notice that such ADR has been acquired by a bona fide purchaser, subject to Section 5.9hereof, the Depositary shall execute and Deliver a new Receipt (which, in the discretion of the Depositary may be issued through any book-entry system, including, without limitation, DRS/Profile, unless specifically requested otherwise) in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt.  Before the Depositary shall execute and Deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Holder thereof shall have (a) filed with the Depositary (i) a request for such execution and Delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond in form and amount acceptable to the Depositary and (b) satisfied any other reasonable requirements imposed by the Depositary.

SECTION 2.9  Cancellation and Destruction of Surrendered Receipts.  All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled in accordance with its customary practices.  Cancelled Receipts shall not be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose.

SECTION 2.10   Maintenance of Records.  The Depositary agrees to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.6, substitute Receipts Delivered under Section 2.8 and cancelled or destroyed Receipts under Section 2.9, in keeping with the procedures ordinarily followed by stock transfer agents located in the United States.

ARTICLE III.

CERTAIN OBLIGATIONS OF HOLDERS
AND BENEFICIAL OWNERS OF RECEIPTS

SECTION 3.1  Proofs, Certificates and Other Information.  Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties and to provide such other information and documentation as the Depositary may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations hereunder. The Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Section 7.11hereof, the Delivery of any Deposited Securities, until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company

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upon written request therefor by the Company, unless such disclosure is prohibited by law.  Each Holder and Beneficial Owner agrees to provide, any information requested by the Company or the Depositary pursuant to this Section 3.1. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing.

The obligations of Holders and Beneficial Owners under  Section 3.1 shall survive any transfer of Receipts, any surrender of Receipts or withdrawal of Deposited Securities or the termination of the Deposit Agreement.

SECTION 3.2  Liability for Taxes and Other Charges.  If any present or future tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any ADR or any Deposited Securities or American Depositary Shares, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary and such Holders and Beneficial Owners shall be deemed liable therefor.  The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of a Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) and charges, with the Holder and the Beneficial Owner remaining fully liable for any deficiency.  In addition to any other remedies available to it, the Depositary and the Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to Deliver ADRs, to register the transfer, split-up or combination of ADRs and (subject to Section 7.11hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received. The liability of Holders and Beneficial Owners under this Section 3.2 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

SECTION 3.3  Representations and Warranties on Deposit of Shares.  Each person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid and outstanding, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities, (v) the Shares presented for deposit have not been stripped of any rights or entitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired.  Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the

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transfer of such American Depositary Shares.  If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

SECTION 3.4  Compliance with Information Requests.  Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to  law (including, without limitation, relevant Hong Kong law, any applicable law of the United States, the Articles of Association, any resolutions of the Company’s Board of Directors (or authorized committee thereof) adopted pursuant to the Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of Hong Kong, the Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Hong Kong law, the rules and requirements of any stock exchange on which the ADSs or Shares (if applicable) are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

ARTICLE IV.

THE DEPOSITED SECURITIES

SECTION 4.1  Cash Distributions.  Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights, securities or other entitlements under the terms hereof, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.6 hereof) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.6 hereof) and will distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the Holders of record as of the ADS Record Date in proportion to the number of American Depositary Shares held by such Holders respectively as of the ADS Record Date.  The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent.  Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to Holders entitled thereto.  Holders and Beneficial Owners understand that in converting Foreign Currency, amounts received on

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conversion are calculated at a rate which exceeds the number of decimal places used by the Depositary to report distribution rates.  The excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment.  If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders of the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority.  Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.  The Depositary shall forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file with governmental agencies such reports as are necessary to obtain benefits under the applicable tax treaties for the Holders and Beneficial Owners of Receipts.

SECTION 4.2  Distribution in Shares.  If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees.  Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permitted by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges).  In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1hereof. The Depositary may withhold any such distribution of Receipts  if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the Securities Act.  To the extent such distribution  may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.

SECTION 4.3  Elective Distributions in Cash or Shares.  Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders.  Upon receipt of  notice  indicating that the Company wishes such elective distribution to be made available to  Holders, the Depositary shall consult with the

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Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders.  The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.  If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof.  If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs.  The Company shall assist the Depositary in establishing such procedures to the extent necessary.  Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof.  Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs).  There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

SECTION 4.4  Distribution of Rights to Purchase Shares.

(a)Distribution to Holders.  Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 45 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders.  Upon timely receipt of a notice  indicating that the Company wishes such rights to be made available to Holders, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable.  In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse.  In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses incurred by, the Depositary and taxes and/or other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

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(b)Sale of Rights.  If (i) the Company does not timely request the Depositary to make the rights available to Holders or requests that the rights not be made available to Holders, (ii) the Depositary fails to receive satisfactory documentation within the terms of Section 5.7 hereof or determines it is not lawful or reasonably practicable to make the rights available to Holders or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, and if it so determines that it is lawful and reasonably practicable, endeavour to sell such rights in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper.  The Company shall assist the Depositary to the extent necessary to determine such legality and practicability.  The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) upon the terms set forth in Section 4.1 hereof.

(c)Lapse of Rights.  If the Depositary is unable to make any rights available to Holders upon the terms described in Section 4.4(a) hereof or to arrange for the sale of the rights upon the terms described in Section 4.4(b) hereof, the Depositary shall allow such rights to lapse.

The Depositary  shall not be responsible  for (i) any failure to determine that it may be lawful or  practicable to make such rights available to Holders in general or any Holders in particular,  (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

The Company shall not be responsible to Holders or Beneficial Owners for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular or (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise.

Notwithstanding anything to the contrary in this Section 4.4, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act  covering such offering is effective or (ii) unless the Company furnishes at its expense the Depositary with opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case  satisfactory to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the Securities Act or any other applicable laws.  In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes and/or other governmental charges, the amount distributed to the Holders shall be reduced accordingly.  In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes and/or charges.

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There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights.  Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights or otherwise to register or qualify the offer or sale of such rights or securities under the applicable law of any other jurisdiction for any purpose.

SECTION 4.5  Distributions Other Than Cash, Shares or Rights to Purchase Shares.

(a)Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders.  Upon receipt of a notice from the Company indicating that the Company wishes such distribution be made to  Holders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation contemplated by Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.

(b)Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders and after making the requisite determinations set forth in (a) above, the Depositary shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary  and (ii) net of any taxes and/or other governmental charges.  The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.

(c)If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof.  If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

SECTION 4.6  Conversion of Foreign Currency.  Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and in the judgment of the Depositary such Foreign Currency can at such time be converted on a practicable basis (by sale or in any other manner that it may determine in accordance with applicable law) into Dollars transferable

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to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any fees, expenses, taxes and/or other governmental charges incurred in the process of such conversion) in accordance with the terms of the applicable sections of this Deposit Agreement.  If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of exchange restrictions, the date of delivery of any Receipt or otherwise.

In converting Foreign Currency, amounts received on conversion may be calculated at a rate which exceeds the number of decimal places used by the Depositary to report distribution rates (which in any case will not be less than two decimal places).  Any excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary may file such application for approval or license, if any, as it may deem necessary, practicable and at nominal cost and expense.  Nothing herein shall obligate the Depositary to file or cause to be filed, or to seek effectiveness of any such application or license.

If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied, or not obtainable at a reasonable cost, within a reasonable period or otherwise sought, the Depositary shall, in its sole discretion but subject to applicable laws and regulations, either (i) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary to the Holders entitled to receive such Foreign Currency or (ii) hold such Foreign Currency uninvested and without liability for interest thereon for the respective accounts of the Holders entitled to receive the same.

Holders and Beneficial Owners are directed to refer to Section 7.9 hereof for certain disclosure related to conversion of Foreign Currency.

SECTION 4.7  Fixing of Record Date.  Whenever necessary in connection with any distribution (whether in cash, Shares, rights, or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of or solicitation of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date (the “ADS Record Date”), as close as practicable to the record date fixed by the Company with respect to the Shares (if applicable), for the determination of the Holders who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice or solicitation or to otherwise take action or to exercise the rights of Holders with respect to such changed number of Shares represented by each American Depositary Share or for any other reason.  Subject to applicable law and the provisions of Sections 4.1 through 4.6 hereof and to the other terms and conditions of this

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Deposit Agreement, only the Holders of record at the close of business in New York on such ADS Record Date shall be entitled to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

SECTION 4.8  Voting of Deposited Securities.  Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of consents or proxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 Business Days prior to the date of such vote or meeting) and at the Company’s expense, and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of this Deposit Agreement, the Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s American Depositary Shares; and (c) a brief statement as to the manner in which such voting instructions may be given to the Depositary, or in which instructions may be deemed to have been given in accordance with this Section 4.8, including an express indication that instructions may be given (or be deemed to have been given in accordance with the immediately following paragraph of this section if no instruction is received) to the Depositary to give a discretionary proxy to a person or persons designated by the Company. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Deposited Securities.  Upon the timely receipt of voting instructions of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of this Deposit Agreement, the Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced by such Receipt in accordance with such voting instructions.

In the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs held by such Holder, on the ADS Record Date, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person

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designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Deposited Securities, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification.

In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse.  The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis.

Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company in the circumstances described above. Notwithstanding anything else contained herein, and subject to applicable law, regulation and the Articles of Association, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the purpose of establishing quorum at a meeting of shareholders.

There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

Notwithstanding the above, save for applicable provisions of the law of Hong Kong, and in accordance with the terms of Section 5.3 hereof, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of such vote.

SECTION 4.9  Changes Affecting Deposited Securities.  Upon any modification to add a par value (or subsequent change in such par value), split-up, subdivision,  cancellation,  consolidation or any other reclassification of Deposited Securities or upon any recapitalization, reorganization, amalgamation, merger or consolidation or sale of assets affecting the Company or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities.  Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so request, subject to the terms of this Deposit Agreement and receipt of an Opinion of Counsel furnished at the Company’s expense  (stating that such distributions are not in violation of any applicable laws or regulations), execute and deliver additional Receipts, as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts. In either case, as well as in the event of newly deposited Shares, necessary modifications to the form of Receipt contained in Exhibit A and Exhibit B hereto, specifically describing such new Deposited Securities and/or corporate change, shall also be made. The Company agrees that it will, jointly

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with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipt. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall, if the Company requests, subject to receipt of an Opinion of Counsel (furnished at the Company’s expense)  satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Holders and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1 hereof. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or to any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale or (iii) any liability to the purchaser of such securities.

SECTION 4.10  Available Information.  The Company is subject to the periodic reporting requirements of the Exchange Act applicable to foreign private issuers (as defined in Rule 405 of the Securities Act) and accordingly files certain information with the Commission.  These reports and documents can be inspected and copied at the Commission’s website at www.sec.gov or at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, U.S.A.

SECTION 4.11  Reports.  The Depositary shall make available during normal business hours on any Business Day for inspection by Holders at its Corporate Trust Office any reports and communications, including any proxy soliciting materials, received from the Company which are both  received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and  made generally available to the holders of such Deposited Securities by the Company.  The Company agrees to provide to the Depositary, at the Company’s expense, all such documents that it provides to the Custodian.  Unless otherwise agreed in writing by the Company and the Depositary, the Depositary shall, at the expense of the Company and in accordance with Section 5.6 hereof, also mail to Holders by regular, ordinary mail delivery or by electronic transmission (if agreed by the Company and the Depositary) copies of notices and reports when furnished by the Company pursuant to Section 5.6 hereof.

SECTION 4.12  List of Holders.  Promptly upon written request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Receipts are registered on the books of the Depositary.

SECTION 4.13  Taxation; Withholding.  The Depositary will, and will instruct the Custodian to, forward to the Company or its agents such information from its records as the Company may request to enable the Company or its agents to file necessary tax reports with governmental authorities or agencies. The Depositary, the Custodian or the Company and its agents may, but shall not be obligated to, file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. Holders and Beneficial Owners of American Depositary Shares may be required from time to time, and

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in a timely manner to provide and/or file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law.  The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian, the Agents and their respective directors, officers, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained by the Beneficial Owner or Holder or out of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder or Beneficial Owner. The obligations of Holders and Beneficial Owners under this Section 4.13 shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

The Company shall remit to the appropriate governmental authority or agency any amounts required to be withheld by the Company and owing to such governmental authority or agency.  Upon any such withholding, the Company shall remit to the Depositary information, in a form reasonably satisfactory to the Depositary, about such taxes and/or governmental charges withheld or paid, and, if so requested, the tax receipt (or other proof of payment to the applicable governmental authority) therefor.  The Depositary shall, to the extent required by U.S. law, report to Holders (i) any taxes withheld by it; (ii) any taxes withheld by the Custodian, subject to information being provided to the Depositary by the Custodian and (iii) any taxes withheld by the Company, subject to information being provided to the Depositary by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or Beneficial Owner’s income tax liability.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary shall withhold the amount required to be withheld and may by public or private sale dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes and/or charges and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes and/or charges to the Holders entitled thereto in proportion to the number of American Depositary Shares held by them respectively.

The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company.  The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a “Passive Foreign Investment Company” (as defined in the U.S. Internal Revenue Code of 1986, as amended and the regulations issued thereunder) or otherwise.

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ARTICLE V.

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

SECTION 5.1  Maintenance of Office and Transfer Books by the Registrar.  Until termination of this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the Delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement.

The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts.

The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.

Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.

SECTION 5.2  Exoneration.  None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of this Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents (including without limitation, the Agents) shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of this Deposit

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Agreement, by reason of any provision of any present or future law or regulation of the United States or any state thereof, Hong Kong or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of the Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God,war, act of terrorism or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or in the Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents (including without limitation, the Agents) in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for the inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Holders of American Depositary Shares or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of this Deposit Agreement or otherwise.

The Depositary, its controlling persons, its agents (including without limitation, the Agents), the Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.

No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of this Deposit Agreement.

SECTION 5.3  Standard of Care.  The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without limitation, the Agents) assume no obligation and shall not be subject to any liability under this Deposit Agreement or any Receipts to any Holder(s) or Beneficial Owner(s) or other persons, except in accordance with Section 5.8 hereof, provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without limitation, the Agents) agree to perform their respective obligations specifically set forth in this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct.

Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, affiliates, employees or agents (including without limitation, the Agents), shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary).

The Depositary and its directors, officers, affiliates, employees and agents (including without limitation, the Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effects of

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any vote.  The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of this Deposit Agreement or for the failure or timeliness of any notice from the Company, or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it in good faith to be competent to give such advice or information.  The Depositary and its agents (including without limitation, the Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary.

SECTION 5.4  Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary hereunder by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take the actions contemplated in Section 6.2 hereof) and (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation.

The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this Section 5.4.  In the event that notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof.

The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof if a successor depositary has not been appointed), and (ii)  the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York.  Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by

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applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor.  The predecessor depositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in Sections 5.8 and 5.9hereof), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such Holders.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act and, notwithstanding anything to the contrary in this Deposit Agreement, the Depositary may assign or otherwise transfer all or any of its rights and benefits under this Deposit Agreement (including any cause of action arising in connection with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of Deutsche Bank AG.

SECTION 5.5  The Custodian.  The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it.  If any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian.  The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary.  Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities.  After any such change, the Depositary shall give notice thereof in writing to all Holders.

Upon the appointment of any successor depositary, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority to act on the direction of such successor depositary.

SECTION 5.6  Notices and Reports.  On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in English but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Articles of Association that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat.

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The Company will also transmit to the Depositary (a) English language versions of the other notices, reports and communications which are made generally available by the Company to holders of its Shares or other Deposited Securities and (b) English language versions of the Company’s annual and other reports prepared in accordance with the applicable requirements of the Commission.  The Depositary shall arrange, at the request of the Company and at the Company’s expense, for the mailing of copies thereof to all Holders, or by any other means as agreed between the Company and the Depositary (at the Company’s expense) or make such notices, reports and other communications available for inspection by all Holders, provided, that, the Depositary shall have received evidence sufficiently satisfactory to it, including in the form of an Opinion of Counsel regarding U.S. law or of any other applicable jurisdiction, furnished at the expense of the Company, as the Depositary reasonably requests, that the distribution of such notices, reports and any such other communications to Holders from time to time is valid and does not or will not infringe any local, U.S. or other applicable jurisdiction regulatory restrictions or requirements if so distributed and made available to Holders.  The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. The Company has delivered to the Depositary and the Custodian a copy of the Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company or any Affiliate of the Company, in connection with the Shares, in each case, to the extent not in English, along with a certified English translation thereof, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein, to the extent not in English, along with a certified English translation thereof. The Depositary may rely upon such copy for all purposes of this Deposit Agreement.

The Depositary will make available, at the expense of the Company, a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the Receipts evidencing the American Depositary Shares representing such Shares governed by such provisions at the Depositary’s Corporate Trust Office, at the office of the Custodian and at any other designated transfer office.

SECTION 5.7  Issuance of Additional Shares, ADSs etc.  The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger, subdivision, amalgamation or consolidation or transfer of assets, (viii) any reclassification, recapitalization, reorganization, merger, amalgamation, consolidation or sale of assets which affects the Deposited Securities or (ix) a distribution of property other than cash, Shares or rights to purchase additional Shares it will obtain U.S. legal advice and take all  steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration requirements of the Securities Act, or any other applicable laws (including, without limitation, the  Investment Company Act of 1940, as amended, the Exchange Act or the securities laws of the states of the United States).  In support of the foregoing, the Company will furnish to the Depositary at its request, at the Company’s expense, (a) a written opinion of U.S. counsel (satisfactory to the Depositary) stating whether or not application of such transaction to Holders and Beneficial Owners (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the

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registration requirements of the Securities Act and/or (3) dealing with such other issues  requested by the Depositary; (b) a written opinion of Hong Kong counsel (satisfactory to the Depositary) stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of Hong Kong and (2) all requisite regulatory consents and approvals have been obtained in Hong Kong; and (c) as the Depositary may request, a written Opinion of Counsel in any other jurisdiction in which Holders or Beneficial Owners reside to the effect that making the transaction available to such Holders or Beneficial Owners does not violate the laws or regulations of such jurisdiction.  If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective and that such distribution is in accordance with all applicable laws or regulations.  If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in this Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act.

The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities, unless such transaction and the securities issuable in such transaction are exempt from registration under the Securities Act or have been registered under the Securities Act (and such registration statement has been declared effective).

Notwithstanding anything else contained in this Deposit Agreement, nothing in this Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.

SECTION 5.8  Indemnification.  The Company agrees to indemnify the Depositary, any Custodian and each of their respective directors, officers, employees, agents (including without limitation, the Agents) and Affiliates against, and hold each of them harmless from, any losses, liabilities, taxes, costs, claims, judgments, proceedings, actions, demands and any charges or expenses of any kind whatsoever (including, but not limited to, reasonable fees and expenses of counsel together with, in each case, value added tax and any similar tax charged or otherwise imposed in respect thereof) (collectively referred to as “Losses”) which the Depositary or any agent (including without limitation, the Agents) thereof may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement or that may arise (a) out of or in connection with any offer, issuance, sale, resale, transfer, deposit or withdrawal of Receipts, American Depositary Shares, the Shares, or other Deposited Securities, as the case may be, (b) out of or in connection with any offering documents in respect thereof or (c) out of or in connection with acts performed or omitted, including, but not limited to, any delivery by the Depositary on behalf of the Company of information regarding the Company in connection with this Deposit Agreement, the Receipts, the American Depositary Shares, the Shares, or any Deposited Securities, in any such case (i) by the Depositary, the Custodian or any of their respective directors, officers, employees, agents (including without limitation, the Agents) and Affiliates, except to the extent any such Losses arise out of the gross negligence or wilful misconduct of

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any of them, or (ii) by the Company or any of its directors, officers, employees, agents and Affiliates.

The Depositary agrees to indemnify the Company and hold it harmless from any Losses which may arise out of acts performed or omitted to be performed by the Depositary arising out of its gross negligence or wilful misconduct. Notwithstanding the above, in no event shall the Depositary or any of its directors, officers, employees, agents (including without limitation, the Agents) and/or Affiliates be liable for any special, consequential, indirect or punitive damages to the Company, Holders, Beneficial Owners or any other person.

Any person seeking indemnification hereunder (an “Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement (provided that the failure to make such notification shall not affect such Indemnified Person’s rights to indemnification except to the extent the Indemnifying Person is materially prejudiced by such failure) and shall consult in good faith with the Indemnifying Person as to the conduct of the defense of such action or claim that may give rise to an indemnity hereunder, which defense shall be reasonable under the circumstances. No Indemnified Person shall compromise or settle any action or claim that may give rise to an indemnity hereunder without the consent of the Indemnifying Person, which consent shall not be unreasonably withheld.

The obligations set forth in this Section shall survive the termination of this Deposit Agreement and the succession or substitution of any party hereto.

SECTION 5.9  Fees and Charges of Depositary.  The Company, the Holders, the Beneficial Owners, and persons depositing Shares or surrendering ADSs for cancellation and withdrawal of Deposited Securities shall be required to pay to the Depositary the Depositary’s fees and related charges identified as payable by them respectively as provided for under Article (9) of the Receipt.  All fees and charges so payable may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1 hereof.  The Depositary shall provide, without charge, a copy of its latest fee schedule to anyone upon request.

The Depositary and the Company may reach separate agreement in relation to the payment of any additional remuneration to the Depositary in respect of any exceptional duties which the Depositary finds necessary or desirable and agreed by both parties in the performance of its obligations hereunder and in respect of the actual costs and expenses of the Depositary in respect of any notices required to be given to the Holders in accordance with Article (20) of the Receipt.

In connection with any payment by the Company to the Depositary:

(i)all fees, taxes, duties, charges, costs and expenses which are payable by the Company shall be paid or be procured to be paid by the Company (and any such amounts which are paid by the Depositary shall be reimbursed to the Depositary by the Company upon demand therefor);

(ii)such payment shall be subject to all necessary applicable exchange control and other consents and approvals having been obtained. The Company undertakes to use its

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reasonable endeavours to obtain all necessary approvals that are required to be obtained by it in this connection; and

(iii)the Depositary may request, in its sole but reasonable discretion after reasonable consultation with the Company, an Opinion of Counsel regarding U.S. law, the laws of Hong Kong or of any other relevant jurisdiction, to be furnished at the expense of the Company, if at any time it deems it necessary to seek such an Opinion of Counsel regarding the validity of any action to be taken or instructed to be taken under this Agreement.

The Company agrees to promptly pay to the Depositary such other fees, charges and expenses and to reimburse the Depositary for such out-of-pocket expenses as the Depositary and the Company may agree to in writing from time to time.  Responsibility for payment of such charges may at any time and from time to time be changed by agreement between the Company and the Depositary.

All payments by the Company to the Depositary under this Section 5.9 shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Hong Kong or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto.

The right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of this Deposit Agreement.  As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4 hereof, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal.

SECTION 5.10  Restricted Securities Owners/Ownership Restrictions.  From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder.  Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Articles of Association or applicable Hong Kong law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Hong Kong law, as such restrictions may be in force from time to time.

The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such

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limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Articles of Association.  The Depositary shall have no liability for any actions taken in accordance with such instructions.

ARTICLE VI.

AMENDMENT AND TERMINATION

SECTION 6.1  Amendment/Supplement.  Subject to the terms and conditions of this Section 6.1 and applicable law, the Receipts outstanding at any time, the provisions of this Deposit Agreement and the form of Receipt attached hereto and to be issued under the terms hereof may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable and not materially prejudicial to the Holders without the consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and/or other governmental charges, delivery and other such expenses payable by Holders or Beneficial Owners), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until 30 days after notice of such amendment or supplement shall have been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit Agreement or form of Receipts shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary).  The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the American Depositary Shares to be registered on Form F-6 under the Securities Act or (b) the American Depositary Shares or the Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such American Depositary Share or Shares, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended and supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws, rules or regulations.  Such amendment or supplement to the Deposit Agreement in such circumstances may become

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effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance with such laws, rules or regulations.

SECTION 6.2  Termination.  The Depositary shall, at any time at the written direction of the Company, terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 60 days prior to the date fixed in such notice for such termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 hereof, the Depositary may terminate this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of this Deposit Agreement, each Holder will, upon surrender of such Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Section 2.6 hereof and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in this Deposit Agreement, and shall continue to Deliver Deposited Securities, subject to the conditions and restrictions set forth in Section 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and American Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be

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discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination).

Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

ARTICLE VII.

MISCELLANEOUS

SECTION 7.1  Counterparts.  This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same agreement. Copies of this Deposit Agreement shall be maintained with the Depositary and shall be open to inspection by any Holder during business hours.

SECTION 7.2  No Third-Party Beneficiaries.  This Deposit Agreement is for the exclusive benefit of the parties hereto (and their successors) and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person, except to the extent specifically set forth in this Deposit Agreement.  Nothing in this Deposit Agreement shall be deemed to give rise to a partnership or joint venture among the parties hereto nor establish a fiduciary or similar relationship among the parties.  The parties hereto acknowledge and agree that (i) the Depositary and its Affiliates may at any time have multiple banking relationships with the Company and its Affiliates, (ii) the Depositary and its Affiliates may be engaged at any time in transactions in which parties adverse to the Company or the Holders or Beneficial Owners may have interests and (iii) nothing contained in this Agreement shall (a) preclude the Depositary or any of its Affiliates from engaging in such transactions or establishing or maintaining such relationships, or (b) obligate the Depositary or any of its Affiliates to disclose such transactions or relationships or to account for any profit made or payment received in such transactions or relationships.

SECTION 7.3  Severability.  In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.4  Holders and Beneficial Owners as Parties; Binding Effect.  The Holders and Beneficial Owners from time to time of American Depositary Shares shall be parties to the Deposit Agreement and shall be bound by all of the terms and conditions hereof and of any Receipt by acceptance hereof or any beneficial interest therein.

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SECTION 7.5  Notices.  Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by first-class mail, air courier or facsimile or other means of electronic transmission, confirmed by letter, addressed to Wanda Sports Group Company Limited, Attention: Investor Relations or to any other address which the Company may specify in writing to the Depositary or at which it may be effectively given such notice in accordance with applicable law.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if personally delivered or sent by first-class mail, air courier or facsimile or other means of electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense, unless otherwise agreed in writing between the Company and the Depositary, confirmed by letter, addressed to Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005, USA, Attention: ADR Department, telephone:  +1 212 250- 9100, facsimile:  + 1 212 797 0327 or to any other address which the Depositary may specify in writing to the Company.

Any and all notices to be given to any Holder shall be deemed to have been duly given if personally delivered or sent by first-class mail, facsimile transmission or by other means of electronic transmission (if agreed by the Company and the Depositary), at the Company’s expense, unless otherwise agreed in writing between the Company and the Depositary, addressed to such Holder at the address of such Holder as it appears on the transfer books for Receipts of the Depositary, or, if such Holder shall have filed with the Depositary a written request that notices intended for such Holder be mailed to some other address, at the address specified in such request. Notice to Holders shall be deemed to be notice to Beneficial Owners for all purposes of this Deposit Agreement.

Delivery of a notice sent by mail, air courier or facsimile or other means of electronic transmission shall be deemed to be effective at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of facsimile or other means of electronic transmission) is deposited, postage prepaid, in a post-office letter box or delivered to an air courier service. The Depositary or the Company may, however, act upon any facsimile or other means of electronic transmission received by it from the other or from any Holder, notwithstanding that such facsimile or other means of electronic transmission shall not subsequently be confirmed by letter as aforesaid, as the case may be.

SECTION 7.6  Governing Law and Jurisdiction.  This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York without reference to the principles of choice of law thereof. Subject to the Depositary’s rights under the third paragraph of this Section 7.6, the Company and the Depositary agree that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute between them that may arise out of or in connection with this Deposit Agreement and, for such purposes, each irrevocably submits to the exclusive jurisdiction of such courts. Notwithstanding the above, the parties hereto agree that any judgment and/or order from any such New York court can be enforced in any court having jurisdiction thereof. The Company hereby irrevocably designates, appoints and empowers World Endurance Holdings (the “Process Agent”), now at 3407 W. Dr. Martin Luther King, Jr. Blvd., Suite 100, Tampa Florida 33607, United States, as its authorized agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any federal or state

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court as described in the preceding sentence or in the next paragraph of this Section 7.6. If for any reason the Process Agent shall cease to be available to act as such, the Company agrees to designate a new agent in the City of New York on the terms and for the purposes of this Section 7.6 reasonably satisfactory to the Depositary. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Process Agent (whether or not the appointment of such Process Agent shall for any reason prove to be ineffective or such Process Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided in Section 7.5 hereof. The Company agrees that the failure of the Process Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided in this Section 7.6, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

The Company, the Depositary and by holding an American Depositary Share (or interest therein) Holders and Beneficial Owners each agree that, notwithstanding the foregoing, with regard to any claim or dispute or difference of whatever nature between or involving the parties hereto arising directly or indirectly from the relationship created by this Deposit Agreement, the Depositary, in its sole discretion, shall be entitled to refer such dispute or difference for final settlement by arbitration (“Arbitration”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) then in force.  The Arbitration shall be conducted by three arbitrators, one nominated by the Depositary, one nominated by the Company, and one nominated by the two party-appointed arbitrators within 30 calendar days of the confirmation of the nomination of the second arbitrator.  If any arbitrator has not been nominated within the time limits specified herein and in the Rules, then such arbitrator shall be appointed by the American Arbitration Association in accordance with the Rules.  Judgment upon the award rendered by the arbitrators may be enforced in any court having jurisdiction thereof.  The seat and place of any reference to Arbitration shall be New York City, New York, and the procedural law of such Arbitration shall be New York law.  The language to be used in the Arbitration shall be English. The fees of the arbitrator and other costs incurred by the parties in connection with such Arbitration shall be paid by the party or parties that is (are) unsuccessful in such Arbitration. For the avoidance of doubt this paragraph does not preclude Holders and Beneficial Owners from pursuing claims under the Securities Act or the Exchange Act in federal courts.

Holders and Beneficial Owners understand, and holding an American Depositary Share or an interest therein, such Holders and Beneficial Owners each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon the Deposit Agreement, American Depositary Shares, Receipts or the transactions contemplated hereby or thereby or by virtue of ownership thereof, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Holders and Beneficial

35

Owners agree that the provisions of this paragraph shall survive such Holders’ and Beneficial Owners’ ownership of American Depositary Shares or interests therein.

EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ANY ADRs) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

The provisions of this Section 7.6 shall survive any termination of this Deposit Agreement, in whole or in part.

SECTION 7.7  Assignment.  Subject to the provisions and exceptions set forth in Section 5.4 hereof, this Deposit Agreement may not be assigned by either the Company or the Depositary.

SECTION 7.8  Agents.  The Depositary shall be entitled, in its sole but reasonable discretion, to appoint one or more agents (the “Agents”) of which it shall have control for the purpose, inter alia, of making distributions to the Holders or otherwise carrying out its obligations under this Agreement.

SECTION 7.9  Affiliates etc.  The Depositary reserves the right to utilize and retain a division or Affiliate(s) of the Depositary to direct, manage and/or execute any public and/or private sale of Shares, rights, securities, property or other entitlements hereunder and to engage in the conversion of Foreign Currency hereunder.  It is anticipated that such division and/or Affiliate(s) will charge the Depositary a fee and/or commission in connection with each such transaction, and seek reimbursement of its costs and expenses related thereto.  Such fees/commissions, costs and expenses, shall be deducted from amounts distributed hereunder and shall not be deemed to be fees of the Depositary under Article (9) of the Receipt or otherwise.  Persons are advised that in converting foreign currency into U.S. dollars the Depositary may utilize Deutsche Bank AG or its affiliates (collectively, “DBAG”) to effect such conversion by seeking to enter into a foreign exchange (“FX”) transaction with DBAG.  When converting currency, the Depositary is not acting as a fiduciary for the holders or beneficial owners of depositary receipts or any other person.  Moreover, in executing FX transactions, DBAG will be acting in a principal capacity, and not as agent, fiduciary or broker, and may hold positions for its own account that are the same, similar, different or opposite to the positions of its customers, including the Depositary.  When the Depositary seeks to execute an FX transaction to accomplish such conversion, customers should be aware that DBAG is a global dealer in FX for a full range of FX products and, as a result, the rate obtained in connection with any requested foreign currency conversion may be impacted by DBAG executing FX transactions for its own account or with another customer.  In addition, in order

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to source liquidity for any FX transaction relating to any foreign currency conversion, DBAG may internally share economic terms relating to the relevant FX transaction with persons acting in a sales or trading capacity for DBAG or one of its agents.  DBAG may charge fees and/or commissions to the Depositary or add a mark-up in connection with such conversions, which are reflected in the rate at which the foreign currency will be converted into U.S. dollars. The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs.

SECTION 7.10  Exclusivity.  The Company agrees not to appoint any other depositary for the issuance or administration of depositary receipts evidencing any class of stock of the Company so long as Deutsche Bank Trust Company Americas is acting as Depositary hereunder.

SECTION 7.11  Compliance with U.S. Securities Laws.  Notwithstanding anything in this Deposit Agreement to the contrary, the withdrawal or Delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Instruction I.A.(1) of the General Instructions to Form F-6, as amended from time to time, under the Securities Act.

SECTION 7.12  Titles.  All references in this Deposit Agreement to exhibits, Articles, sections, subsections, and other subdivisions refer to the exhibits, Articles, sections, subsections and other subdivisions of this Deposit Agreement unless expressly provided otherwise.  The words “this Deposit Agreement”, “herein”, “hereof”, “hereby”, “hereunder”, and words of similar import refer to the Deposit Agreement as a whole as in effect between the Company, the Depositary and the Holders and Beneficial Owners of ADSs and not to any particular subdivision unless expressly so limited.  Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires.  Titles to sections of this Deposit Agreement are included for convenience only and shall be disregarded in construing the language contained in this Deposit Agreement.

IN WITNESS WHEREOF, WANDA SPORTS GROUP COMPANY LIMITED and DEUTSCHE BANK TRUST COMPANY AMERICAS have duly executed this Deposit Agreement as of the day and year first above set forth and all Holders and Beneficial Owners shall become parties hereto upon acceptance by them of American Depositary Shares evidenced by Receipts issued in accordance with the terms hereof.

WANDA SPORTS GROUP COMPANY LIMITED
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
	Name:
	Title:

By:
	Name:
	Title:

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EXHIBIT A

CUSIP               

ISIN                

American Depositary Shares (Each

American Depositary Share

representing [·]

Fully Paid Class A Ordinary Shares)

[FORM OF FACE OF RECEIPT]

AMERICAN DEPOSITARY RECEIPT

for

AMERICAN DEPOSITARY SHARES

representing

DEPOSITED CLASS A ORDINARY SHARES

of

WANDA SPORTS GROUP COMPANY LIMITED

(Incorporated under the laws of Hong Kong)

DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary (herein called the “Depositary”), hereby certifies that                        is the owner of                        American Depositary Shares ( “ADS”), representing deposited Class A ordinary shares, no Par Value, including evidence of rights to receive such Class A ordinary shares (the “Shares”) of Wanda Sports Group Company Limited, a company incorporated under the laws of Hong Kong (the “Company”). As of the date of the Deposit Agreement (hereinafter referred to), each ADS represents [·] Shares deposited under the Deposit Agreement with the Custodian which at the date of execution of the Deposit Agreement is Deutsche Bank AG, Hong Kong Branch (the “Custodian”). The ratio of Depositary Shares to shares of stock is subject to subsequent amendment as provided in Article IV of the Deposit Agreement.  The Depositary’s Corporate Trust Office is located at 60 Wall Street, New York, New York 10005, U.S.A.

(1)The Deposit Agreement.  This American Depositary Receipt is one of an issue of American Depositary Receipts ( “Receipts”), all issued or to be issued upon the terms and conditions set forth in the Deposit Agreement, dated as of [·], 2019 (as amended from time to time, the “Deposit Agreement”), by and among the Company, the Depositary, and all Holders and Beneficial Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and becomes bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights and obligations of Holders and Beneficial Owners of Receipts and the rights and duties of the Depositary in respect of the

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Shares deposited thereunder and any and all other securities, property and cash from time to time, received in respect of such Shares and held thereunder (such Shares, other securities, property and cash are herein called “Deposited Securities”).  Copies of the Deposit Agreement are on file at the Corporate Trust Office of the Depositary and the Custodian.Each owner and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of the Deposit Agreement and applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s) (the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof).

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and the Articles of Association (as in effect on the date of the Deposit Agreement) and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. All capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed thereto in the Deposit Agreement. To the extent there is any inconsistency between the terms of this Receipt and the terms of the Deposit Agreement, the terms of the Deposit Agreement shall prevail. Prospective and actual Holders and Beneficial Owners are encouraged to read the terms of the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited Securities.  The Depositary has made arrangements for the acceptance of the American Depositary Shares into DTC.  Each Beneficial Owner of American Depositary Shares held through DTC must rely on the procedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such American Depositary Shares.  The Receipt evidencing the American Depositary Shares held through DTC will be registered in the name of a nominee of DTC.  So long as the American Depositary Shares are held through DTC or unless otherwise required by law, ownership of beneficial interests in the Receipt registered in the name of DTC (or its nominee) will be shown on, and transfers of such ownership will be effected only through, records maintained by (i) DTC (or its nominee), or (ii) DTC Participants (or their nominees).

(2)Surrender of Receipts and Withdrawal of Deposited Securities.  Upon surrender, at the Corporate Trust Office of the Depositary, of ADSs evidenced by this Receipt for the purpose of withdrawal of the Deposited Securities represented thereby, and upon payment of (i) the fees and charges of the Depositary for the making of withdrawals of Deposited Securities and cancellation of Receipts (as set forth in Section 5.9 of the Deposit Agreement and Article (9) hereof) and (ii) all fees, taxes and/or governmental charges payable in connection with such surrender and withdrawal, and, subject to the terms and conditions of the Deposit Agreement, the Articles of Association, Section 7.11 of the Deposit Agreement, Article (22) hereof and the provisions of or governing the Deposited Securities and other applicable laws, the Holder of the American Depositary Shares evidenced hereby is entitled to Delivery, to him or upon his order, of the Deposited Securities represented by the ADS so surrendered.  ADS may be surrendered for the purpose of withdrawing Deposited Securities by Delivery of a Receipt evidencing such ADS (if held in registered form) or by book-entry delivery of such ADS to the Depositary. A Receipt surrendered for such purposes shall, if so required by the Depositary, be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if

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the Depositary so requires, the Holder thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be Delivered to or upon the written order of a person or persons designated in such order. Thereupon, the Depositary shall direct the Custodian to Deliver (without unreasonable delay) at the designated office of the Custodian or through a book-entry delivery of the Shares (in either case subject to the terms and conditions of the Deposit Agreement, to the Articles of Association, and to the provisions of or governing the Deposited Securities and applicable laws, now or hereafter in effect), to or upon the written order of the person or persons designated in the order delivered to the Depositary as provided above, the Deposited Securities represented by such ADSs, together with any certificate or other proper documents of or relating to title for the Deposited Securities or evidence of the electronic transfer thereof (if available) as the case may be to or for the account of such person.  Subject to Article (4) hereof, in the case of surrender of a Receipt evidencing a number of ADSs representing other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) issue and Deliver to the person surrendering such Receipt a new Receipt evidencing American Depositary Shares representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Shares represented by the Receipt so surrendered and remit the proceeds thereof (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the person surrendering the Receipt.  At the request, risk and expense of any Holder so surrendering a Receipt, and for the account of such Holder, the Depositary shall direct the Custodian to forward (to the extent permitted by law) any cash or other property (other than securities) held in respect of, and any certificate or certificates and other proper documents of or relating to title to, the Deposited Securities represented by such Receipt to the Depositary for Delivery at the Corporate Trust Office of the Depositary, and for further Delivery to such Holder.  Such direction shall be given by letter or, at the request, risk and expense of such Holder, by facsimile or other means of electronic transmission. Upon receipt of such direction by the Depositary, the Depositary may make delivery to such person or persons entitled thereto at the Corporate Trust Office of the Depositary of any dividends or cash distributions with respect to the Deposited Securities represented by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

(3)Transfers, Split-Ups and Combinations of Receipts.  Subject to the terms and conditions of the Deposit Agreement, the Registrar shall register transfers of Receipts on its books, upon surrender at the Corporate Trust Office of the Depositary of a Receipt by the Holder thereof in person or by duly authorized attorney, properly endorsed in the case of a certificated Receipt or accompanied by, or in the case of Receipts issued through any book-entry system, including, without limitation, DRS/Profile, receipt by the Depositary of proper instruments of transfer (including signature guarantees in accordance with standard industry practice) and duly stamped as may be required by the laws of the State of New York, of the United States, of Hong Kong and of any other applicable jurisdiction.  Subject to the terms and conditions of the Deposit Agreement, including payment of the applicable fees and expenses incurred by, and charges of, the Depositary, the Depositary shall execute and Deliver a new Receipt(s) (and if necessary, cause the Registrar to countersign such Receipt(s)) and deliver same to or upon the order of the person entitled to such Receipts evidencing the same aggregate number of ADSs as those evidenced by the Receipts surrendered. Upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts upon payment of the applicable fees and charges of the Depositary, and subject to the terms and conditions of the Deposit Agreement, the Depositary shall execute and deliver a new Receipt or Receipts for

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any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as the Receipt or Receipts surrendered.

(4)Pre-Conditions to Registration, Transfer, Etc.  As a condition precedent to the execution and Delivery, registration, registration of transfer, split-up, subdivision, combination or surrender of any Receipt, the delivery of any distribution thereon (whether in cash or shares) or withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in the Deposit Agreement and in this Receipt, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of Receipts and ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations of the Depositary or the Company consistent with the Deposit Agreement and applicable law.

The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the issuance of ADSs against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law, any government or governmental body or commission or any securities exchange upon which the Receipts or Share are listed, or under any provision of the Deposit Agreement or provisions of, or governing, the Deposited Securities or any meeting of shareholders of the Company or for any other reason, subject in all cases to Article (22) hereof.

The Depositary shall not issue ADSs prior to the receipt of Shares or deliver Shares prior to the receipt and cancellation of ADSs.

(5)Compliance With Information Requests.  Notwithstanding any other provision of the Deposit Agreement or this Receipt,  each Holder and Beneficial Owner of the ADSs represented hereby agrees to comply with requests from the Company pursuant to the laws of Hong Kong,  the rules and requirements of the NASDAQ Global Market and any other stock exchange on which the ADSs or Shares (if applicable) are, or will be registered, traded or listed, or the Articles of Association,  to provide information as to the capacity in which such Holder or Beneficial Owner owns ADSs and regarding the identity of any other person interested in such ADSs and the nature of such interest and various other matters, whether or not they are Holders and/or Beneficial Owner at the time of such request. The Depositary agrees to use reasonable efforts to forward any such requests to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

(6)Liability of Holder for Taxes, Duties and Other Charges.  If any tax or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Receipt or any Deposited Securities or ADSs, such tax or other governmental charge shall be payable by the Holders and Beneficial Owners to the Depositary. The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities and may sell for the account of the Holder and/or Beneficial Owner any or all of the Deposited Securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the Holder and the

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Beneficial Owner hereof remaining fully liable for any deficiency.  The Custodian may refuse the deposit of Shares, and the Depositary may refuse to issue ADSs, to deliver Receipts, register the transfer, split-up or combination of ADRs and (subject to Article (22) hereof) the withdrawal of Deposited Securities, until payment in full of such tax, charge, penalty or interest is received.

The liability of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.

Holders understand that in converting Foreign Currency, amounts received on conversion are calculated at a rate which may exceed the number of decimal places used by the Depositary to report distribution rates (which in any case will not be less than two decimal places).  Any excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment.

(7)Representations and Warranties of Depositors.  Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares (and the certificates therefor) are duly authorized, validly issued, fully paid and outstanding, non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares, have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, Restricted Securities, (v) the Shares presented for deposit have not been stripped of any rights or entitlements and (vi) the Shares are not subject to any lock-up agreement with the Company or other party, or the Shares are subject to a lock-up agreement but such lock-up agreement has terminated or the lock-up restrictions imposed thereunder have expired or been validly waived.  Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance, cancellation and transfer of ADSs.  If any such representations or warranties are false in any way, the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof. Each Holder and Beneficial Owner further agrees to indemnify the Depositary, the Company, any Custodian, and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses (as defined in Section 5.8 of the Deposit Agreement) which any of them may incur or which may be made against any of them as a result of or in connection with the foregoing representations and warranties.

(8)Filing Proofs, Certificates and Other Information.  Any person presenting Shares for deposit shall provide, any Holder and any Beneficial Owner may be required to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary such proof of citizenship or residence, taxpayer status, payment of all applicable taxes and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or Delivery or registration of transfer of any Receipt or the distribution or sale of any

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dividend or other distribution of rights or of the proceeds thereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the Delivery of any Deposited Securities until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s and the Company’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company’s sole expense, provide or otherwise make available copies thereof to the Company upon written request therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing.

The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.

(9)Charges of Depositary.  The Depositary reserves the right to charge the following fees for the services performed under the terms of the Deposit Agreement, provided, however, that no fees shall be payable upon distribution of cash dividends so long as the charging of such fee is prohibited by the exchange, if any, upon which the ADSs are listed:

(i)to any person to whom ADSs are issued or to any person to whom a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash), a fee not in excess of U.S. $ 5.00 per 100 ADSs (or fraction thereof) so issued under the terms of the Deposit Agreement to be determined by the Depositary;

(ii)to any person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason including, inter alia, cash distributions made pursuant to a cancellation or withdrawal, a fee not in excess of U.S. $ 5.00 per 100 ADSs reduced, cancelled or surrendered (as the case may be);

(iii)to any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs held for the distribution of cash dividends;

(iv)to any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs held for the distribution of cash entitlements (other than cash dividends) and/or cash proceeds, including proceeds from the sale of rights, securities and other entitlements;

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(v)to any holder of ADSs (including, without limitation, Holders), a fee not in excess of U.S. $ 5.00 per 100 ADSs (or portion thereof) issued upon the exercise of rights; and

(vi)for the operation and maintenance costs in administering the ADSs an annual fee of U.S. $ 5.00 per 100 ADSs, such fee to be assessed against Holders of record as of the date or dates set by the Depositary as it sees fit and collected at the sole discretion of the Depositary by billing such Holders for such fee or by deducting such fee from one or more cash dividends or other cash distributions.

In addition, Holders, Beneficial Owners, any person depositing Shares for deposit and any person surrendering ADSs for cancellation and withdrawal of Deposited Securities will be required to pay the following charges:

(i)taxes (including applicable interest and penalties) and other governmental charges;

(ii)such registration fees as may from time to time be in effect for the registration of Shares or other Deposited Securities with the Foreign Registrar and applicable to transfers of Shares or other Deposited Securities to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

(iii)such facsimile and other electronic transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the depositor depositing or person withdrawing Shares or Holders and Beneficial Owners of ADSs;

(iv)the expenses and charges incurred by the Depositary and/or a division or Affiliate(s) of the Depositary in the conversion of Foreign Currency;

(v)such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, Deposited Securities, ADSs and ADRs;

(vi)the fees and expenses incurred by the Depositary in connection with the delivery of Deposited Securities, including any fees of a central depository for securities in the local market, where applicable; and

(vii)any additional fees, charges, costs or expenses that may be incurred by the Depositary or a division or Affiliate(s) of the Depositary from time to time.

Any other fees and charges of, and expenses incurred by, the Depositary or the Custodian under the Deposit Agreement shall be for the account of the Company unless otherwise agreed in writing between the Company and the Depositary from time to time.  All fees and charges may, at any time and from time to time, be changed by agreement between the Depositary and Company but, in the case of fees and charges payable by Holders or Beneficial Owners, only in the manner contemplated by Article (20) hereof.

The Depositary may make payments to the Company and/or may share revenue with the Company derived from fees collected from Holders and Beneficial Owners, upon such terms and conditions as the Company and the Depositary may agree from time to time.

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(10)Title to Receipts.  It is a condition of this Receipt, and every successive Holder of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt (and to each ADS evidenced hereby) is transferable by delivery of the Receipt, provided it has been properly endorsed or accompanied by proper instruments of transfer, such Receipt being a certificated security under the laws of the State of New York.  Notwithstanding any notice to the contrary, the Depositary may deem and treat the Holder of this Receipt (that is, the person in whose name this Receipt is registered on the books of the Depositary) as the absolute owner hereof for all purposes.  The Depositary shall have no obligation or be subject to any liability under the Deposit Agreement or this Receipt to any holder of this Receipt or any Beneficial Owner unless such holder is the Holder of this Receipt registered on the books of the Depositary or, in the case of a Beneficial Owner, such Beneficial Owner or the Beneficial Owner’s representative is the Holder registered on the books of the Depositary.

(11)Validity of Receipt.  This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose, unless this Receipt has been (i) dated, (ii) signed by the manual or facsimile signature of a duly authorized signatory of the Depositary, (iii) if a Registrar for the Receipts shall have been appointed, countersigned by the manual or facsimile signature of a duly authorized signatory of the Registrar and (iv) registered in the books maintained by the Depositary or the Registrar, as applicable, for the issuance and transfer of Receipts.  Receipts bearing the facsimile signature of a duly-authorized signatory of the Depositary or the Registrar, who at the time of signature was a duly-authorized signatory of the Depositary or the Registrar, as the case may be, shall bind the Depositary, notwithstanding the fact that such signatory has ceased to be so authorized prior to the execution and delivery of such Receipt by the Depositary or did not hold such office on the date of issuance of such Receipts.

(12)Available Information; Reports; Inspection of Transfer Books.  The Company is subject to the periodic reporting requirements of the Exchange Act applicable to foreign private issuers (as defined in Rule 405 of the Securities Act) and accordingly files certain information with the Commission.  These reports and documents can be inspected and copied at the Commission’s website at www.sec.gov or at public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington D.C. 20549, U.S.A. The Depositary shall make available during normal business hours on any Business Day for inspection by Holders at its Corporate Trust Office any reports and communications, including any proxy soliciting materials, received from the Company which are both (a) received by the Depositary, the Custodian, or the nominee of either of them as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company.

The Depositary or the Registrar, as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the Receipts.

The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Article (22) hereof.

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Dated:	DEUTSCHE BANK TRUST
	COMPANY AMERICAS, as Depositary
	By:
	By:

The address of the Corporate Trust Office of the Depositary is 60 Wall Street, New York, New York 10005, U.S.A.

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EXHIBIT B

[FORM OF REVERSE OF RECEIPT]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE DEPOSIT AGREEMENT

(13)Dividends and Distributions in Cash, Shares, etc.  Whenever the Depositary receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Shares, rights securities or other entitlements under the Deposit Agreement, the Depositary will, if at the time of receipt thereof any amounts received in a Foreign Currency can, in the judgment of the Depositary (upon the terms of the Deposit Agreement), be converted on a practicable basis, into Dollars transferable to the United States, promptly convert or cause to be converted such dividend, distribution or proceeds into Dollars and will distribute promptly the amount thus received (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders of record as of the ADS Record Date in proportion to the number of ADSs representing such Deposited Securities held by such Holders respectively as of the ADS Record Date.  The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent.  Any such fractional amounts shall be rounded down to the nearest whole cent and so distributed to Holders entitled thereto.  Holders and Beneficial Owners understand that in converting Foreign Currency, amounts received on conversion are calculated at a rate which exceeds the number of decimal places used by the Depositary to report distribution rates. The excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders of the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority.  Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request. The Depositary shall forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file with governmental agencies such reports as are necessary to obtain benefits under the applicable tax treaties for the Holders and Beneficial Owners of Receipts.

If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or their nominees.  Upon receipt of confirmation of such deposit, the Depositary shall, subject to and in accordance with the Deposit Agreement, establish the ADS Record Date and either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held by such Holders as of the ADS Record Date, additional ADSs, which represent in aggregate the number of Shares received as such dividend, or free distribution, subject to the terms of the Deposit Agreement (including, without limitation, the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permitted by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of the applicable fees

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and charges of, and the expenses incurred by, the Depositary, and taxes and/or governmental charges).  In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms set forth in the Deposit Agreement.

In the event that (x) the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, (y) if the Company, in the fulfillment of its obligations under the Deposit Agreement, has either (a) furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), or (b) fails to timely deliver the documentation contemplated in the Deposit Agreement, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of taxes and/or governmental charges, and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement.

Upon timely receipt of a notice indicating that the Company wishes an elective distribution to be made available to Holders upon the terms described in the Deposit Agreement, the Depositary shall, upon provision of all documentation required under the Deposit Agreement, (including, without limitation, any legal opinions the Depositary may request under the Deposit Agreement) determine whether such distribution is lawful and reasonably practicable.  If so, the Depositary shall, subject to the terms and conditions of the Deposit Agreement, establish an ADS Record Date according to Article (14) hereof and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs.  If a Holder elects to receive the distribution in cash, the dividend shall be distributed as in the case of a distribution in cash.  If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be distributed as in the case of a distribution in Shares upon the terms described in the Deposit Agreement.  If such elective distribution is not lawful or reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in Hong Kong in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in the Deposit Agreement.  Nothing herein shall obligate the Depositary to make available to the Holder hereof a method to receive the elective dividend in Shares (rather than ADSs).  There can be no assurance that the Holder hereof will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 45 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders. Upon timely receipt by the Depositary of a notice indicating that the Company wishes such rights to be made available to Holders, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders.  The Depositary shall

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make such rights available to any Holders only if the Company shall have timely requested that such rights be made available to Holders,  the Depositary shall have received the documentation required by the Deposit Agreement, and the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable.  If such conditions are not satisfied, the Depositary shall sell the rights as described below.  In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of the applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges).  Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).  If (i) the Company does not timely request the Depositary to make the rights available to Holders or if the Company requests that the rights not be made available to Holders, (ii) the Depositary fails to receive the documentation required by the Deposit Agreement or determines it is not lawful or reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, and if it so determines that it is lawful and reasonably practicable, endeavour to sell such rights in a riskless principal capacity or otherwise, at such place and upon such terms (including public and/or private sale) as it may deem proper.  The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) upon the terms hereof and in the Deposit Agreement.  If the Depositary is unable to make any rights available to Holders or to arrange for the sale of the rights upon the terms described above, the Depositary shall allow such rights to lapse.

The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution.

The Company shall not be responsible to Holders or Beneficial Owners for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular or (ii) any foreign exchange exposure or loss incurred in connection with such sale or exercise.

Notwithstanding anything herein to the contrary, if registration (under the Securities Act and/or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act covering such offering is effective or (ii) unless the Company furnishes to the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactorily to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the Securities Act or any other applicable laws.  In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes and/or other governmental charges, the amount distributed to the

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Holders shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes and/or charges.

There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or to exercise such rights.  Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights or otherwise to register or qualify the offer or sale of such rights or securities under the applicable law of any other jurisdiction for any purpose.

Upon receipt of a notice regarding property other than cash, Shares or rights to purchase additional Shares,  to be made to Holders,  the Depositary shall determine, after consultation with the Company, whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received the documentation required by the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.  Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes and/or governmental charges.  The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution.

If the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the proceeds of such sale received by the Depositary (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and (b) taxes and/or governmental charges) to the Holders upon the terms hereof and of the Deposit Agreement.  If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

(14)Fixing of Record Date.  Whenever necessary in connection with any distribution (whether in cash, Shares, rights or other distribution), or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each ADS, or whenever the Depositary shall receive notice of any meeting of or solicitation of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in connection with the giving of any notice, or any other matter, the Depositary shall fix a record date (the “ADS Record Date”), as close as practicable to the record date fixed by the Company with respect to the Shares (if applicable), for the determination of the Holders who shall be entitled to receive such distribution, to give instructions for the exercise of voting rights at any such meeting, or to give or withhold such consent, or to receive such notice or

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solicitation or to otherwise take action, or to exercise the rights of Holders with respect to such changed number of Shares represented by each ADS or for any other reason. Subject to applicable law and the terms and conditions of this Receipt and the Deposit Agreement, only the Holders of record at the close of business in New York on such ADS Record Date shall be entitled to receive such distributions, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.

(15) Voting of Deposited Securities. Subject to the next sentence, as soon as practicable after receipt of notice of any meeting at which the holders of Deposited Securities are entitled to vote, or of solicitation of consents or proxies from holders of Deposited Securities, the Depositary shall fix the ADS Record Date in respect of such meeting or such solicitation of consents or proxies. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least 30 Business Days prior to the date of such vote or meeting) and at the Company’s expense, and provided no U.S. legal prohibitions exist, mail by regular, ordinary mail delivery (or by electronic mail or as otherwise may be agreed between the Company and the Depositary in writing from time to time) or otherwise distribute as soon as practicable after receipt thereof to Holders as of the ADS Record Date: (a) such notice of meeting or solicitation of consent or proxy; (b) a statement that the Holders at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of this Deposit Agreement, the Articles of Association and the provisions of or governing the Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s American Depositary Shares; and (c) a brief statement as to the manner in which such voting instructions may be given to the Depositary, or in which instructions may be deemed to have been given in accordance with this Article (15), including an express indication that instructions may be given (or be deemed to have been given in accordance with the immediately following paragraph of this section if no instruction is received) to the Depositary to give a discretionary proxy to a person or persons designated by the Company. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Deposited Securities.  Upon the timely receipt of voting instructions of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of this Deposit Agreement, the Articles of Association and the provisions of or governing the Deposited Securities, to vote or cause the Custodian to vote the Deposited Securities (in person or by proxy) represented by American Depositary Shares evidenced by such Receipt in accordance with such voting instructions.

In the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs held by such Holder on the ADS Record Date, the Depositary shall (unless otherwise specified in the notice distributed to Holders) deem such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the

51

Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Deposited Securities, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification.

In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Articles of Association, the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders (or deemed received, as set out above) shall lapse.  The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis.

Neither the Depositary nor the Custodian shall, under any circumstances exercise any discretion as to voting, and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise,  Deposited Securities represented by ADSs except pursuant to and in accordance with such written instructions from Holders, including the deemed instruction to the Depositary to give a discretionary proxy to a person designated by the Company in the circumstances described above. Notwithstanding anything else contained herein, and subject to applicable law, regulation and the Articles of Association, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the purpose of establishing quorum at a meeting of shareholders.

There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.

Notwithstanding the above, save for applicable provisions of the law of Hong Kong, and in accordance with the terms of Section 5.3 of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities or the manner in which such vote is cast or the effect of such vote.

(16)Changes Affecting Deposited Securities.  Upon any modification to add a par value (or subsequent change in such par value), split-up, subdivision,  cancellation,  consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger, amalgamation or consolidation or sale of assets affecting the Company or to which it otherwise is a party, any securities which shall be received by the Depositary or a Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under the Deposit Agreement, and the Receipts shall, subject to the provisions of the Deposit Agreement and applicable law, evidence ADSs representing the right to receive such additional securities. Alternatively, the Depositary may, with the Company’s approval, and shall, if the Company shall so requests, subject to the terms of the Deposit Agreement and receipt of satisfactory documentation contemplated by the Deposit Agreement, execute and deliver additional Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary modifications to this form of Receipt specifically describing such new Deposited Securities and/or corporate change. Notwithstanding the

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foregoing, in the event that any security so received may not be lawfully distributed to some or all Holders, the Depositary may, with the Company’s approval, and shall if the Company requests, subject to receipt of satisfactory legal documentation contemplated in the Deposit Agreement, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) for the account of the Holders otherwise entitled to such securities and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to the Deposit Agreement. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Holders in general or any Holder in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities.

(17)Exoneration.  None of the Depositary, the Custodian or the Company shall be obligated to do or perform any act which is inconsistent with the provisions of the Deposit Agreement or shall incur any liability to Holders, Beneficial Owners or any third parties (i) if the Depositary, the Custodian or the Company or their respective controlling persons or agents shall be prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement and this Receipt, by reason of any provision of any present or future law or regulation of the United States, Hong Kong or any other country, or of any other governmental authority or regulatory authority or stock exchange, or by reason of any provision, present or future of the Articles of Association or any provision of or governing any Deposited Securities, or by reason of any act of God, war, act of terrorism or other circumstances beyond its control, (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in the Articles of Association or provisions of or governing Deposited Securities, (iii) for any action or inaction of the Depositary, the Custodian or the Company or their respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, any Beneficial Owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice or information, (iv) for any inability by a Holder or Beneficial Owner to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Holders or (v) for any special, consequential, indirect or punitive damages for any breach of the terms of the Deposit Agreement or otherwise.  The Depositary, its controlling persons, its agents (including without limitation, the Agents), any Custodian and the Company, its controlling persons and its agents may rely and shall be protected in acting upon any written notice, request, opinion or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.  No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of the Deposit Agreement.

(18)Standard of Care.  The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without limitation, the Agents) assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, except in accordance with Section 5.8 of the Deposit Agreement, provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including without limitation, the Agents)

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agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or wilful misconduct. The Depositary and its directors, officers, Affiliates, employees and agents (including without limitation, the Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote.  The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents (including without limitation, the Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary.

(19)Resignation and Removal of the Depositary; Appointment of Successor Depositary.  The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take the actions contemplated in the Deposit Agreement), or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in the Deposit Agreement.  The Depositary may at any time be removed by the Company by written notice of such removal which notice shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in the Deposit Agreement if a successor depositary has not been appointed), or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York and if it shall have not appointed a successor depositary the provisions referred to in Article (21) hereof and correspondingly in the Deposit Agreement shall apply. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any

54

further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor.  The predecessor depositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding Receipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to such Holders.  Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act and, notwithstanding anything to the contrary in the Deposit Agreement, the Depositary may assign or otherwise transfer all or any of its rights and benefits under the Deposit Agreement (including any cause of action arising in connection with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of Deutsche Bank AG.

(20)Amendment/Supplement.  Subject to the terms and conditions of this Article (20), and applicable law, this Receipt and any provisions of the Deposit Agreement may at any time and from time to time be amended or supplemented by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable without the consent of the Holders or Beneficial Owners. Any amendment or supplement which shall impose or increase any fees or charges (other than the charges of the Depositary in connection with foreign exchange control regulations, and taxes and/or other governmental charges, delivery and other such expenses), or which shall otherwise materially prejudice any substantial existing right of Holders or Beneficial Owners, shall not, however, become effective as to outstanding Receipts until 30 days after notice of such amendment or supplement shall have been given to the Holders of outstanding Receipts. Notice of any amendment to the Deposit Agreement or form of Receipts shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders and Beneficial Owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the Commission’s, the Depositary’s or the Company’s website or upon request from the Depositary). The parties hereto agree that any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs or Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to materially prejudice any substantial rights of Holders or Beneficial Owners. Every Holder and Beneficial Owner at the time any amendment or supplement so becomes effective shall be deemed, by continuing to hold such ADS, to consent and agree to such amendment or supplement and to be bound by the Deposit Agreement as amended or supplemented thereby. In no event shall any amendment or supplement impair the right of the Holder to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law. Notwithstanding the foregoing, if any governmental body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or

55

within any other period of time as required for compliance with such laws, or rules or regulations.

(21)Termination.  The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 60 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall

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survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination).

Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

(22)Compliance with U.S. Securities Laws; Regulatory Compliance.  Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or Delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General Instructions to Form F-6 as amended from time to time, under the Securities Act.

(23)Certain Rights of the Depositary.  The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

(24)Ownership Restrictions.  Owners and Beneficial Owners shall comply with any limitations on ownership of Shares under the Articles of Association or applicable Hong Kong laws as if they held the number of Shares their American Depositary Shares represent.  The Company shall inform the Owners, Beneficial Owners and the Depositary of any such ownership restrictions in place from time to time.

(25)Waiver.  EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN ANY ADRs) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

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(ASSIGNMENT AND TRANSFER SIGNATURE LINES)

FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises.

Dated:		Name:
	By:
	Title:
		NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.
		If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt.
SIGNATURE GUARANTEED

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ARTICLE I.	DEFINITIONS		1
	SECTION 1.1	“Affiliate”	1
	SECTION 1.1	“Agent”	2
	SECTION 1.3	“American Depositary Share(s)” and “ADS(s)”	2
	SECTION 1.4	“Article”	2
	SECTION 1.5	“Articles of Association”	2
	SECTION 1.6	“ADS Record Date”	2
	SECTION 1.7	“Beneficial Owner”	2
	SECTION 1.8	“Business Day”	2
	SECTION 1.9	“Commission”	2
	SECTION 1.10	“Company”	2
	SECTION 1.11	“Corporate Trust Office”	2
	SECTION 1.12	“Custodian”	2
	SECTION 1.13	“Deliver”, “Deliverable” and “Delivery”	3
	SECTION 1.14	“Deposit Agreement”	3
	SECTION 1.15	“Depositary”	3
	SECTION 1.16	“Deposited Securities”	3
	SECTION 1.17	“Dollars” and “$”	3
	SECTION 1.18	“DRS/Profile”	3
	SECTION 1.19	“DTC”	3
	SECTION 1.20	“DTC Participants”	3
	SECTION 1.21	“Exchange Act”	3
	SECTION 1.22	“Foreign Currency”	3
	SECTION 1.23	“Foreign Registrar”	3
	SECTION 1.24	“Holder”	3
	SECTION 1.25	“Indemnified Person” and “Indemnifying Person”	4
	SECTION 1.26	“Losses”	4
	SECTION 1.27	“Opinion of Counsel”	4
	SECTION 1.28	“Receipt(s); “American Depositary Receipt(s)”; and “ADR(s)”	4
	SECTION 1.29	“Registrar”	4
	SECTION 1.30	“Restricted Securities”	4
	SECTION 1.31	“Securities Act”	4
	SECTION 1.32	“Shares”	4
	SECTION 1.33	“United States” or “U.S.”	5
ARTICLE II.	APPOINTMENT OF DEPOSITARY; FORM OF RECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS		5
	SECTION 2.1	Appointment of Depositary	5
	SECTION 2.2	Form and Transferability of Receipts	5
	SECTION 2.3	Deposits	6
	SECTION 2.4	Execution and Delivery of Receipts	8
	SECTION 2.5	Transfer of Receipts; Combination and Split-up of Receipts	8
	SECTION 2.6	Surrender of Receipts and Withdrawal of Deposited Securities	9
	SECTION 2.7	Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, etc.	10
	SECTION 2.8	Lost Receipts, etc.	11

	SECTION 2.9	Cancellation and Destruction of Surrendered Receipts; Maintenance of Records	11
	SECTION 2.10	Maintenance of Records	11
ARTICLE III.	CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF RECEIPTS		11
	SECTION 3.1	Proofs, Certificates and Other Information	11
	SECTION 3.2	Liability for Taxes and Other Charges	12
	SECTION 3.3	Representations and Warranties on Deposit of Shares	12
	SECTION 3.4	Compliance with Information Requests	13
ARTICLE IV	THE DEPOSITED SECURITIES		13
	SECTION 4.1	Cash Distributions	13
	SECTION 4.2	Distribution in Shares	14
	SECTION 4.3	Elective Distributions in Cash or Shares	14
	SECTION 4.4	Distribution of Rights to Purchase Shares	15
	SECTION 4.5	Distributions Other Than Cash, Shares or Rights to Purchase Shares	17
	SECTION 4.6	Conversion of Foreign Currency	17
	SECTION 4.7	Fixing of Record Date	18
	SECTION 4.8	Voting of Deposited Securities	19
	SECTION 4.9	Changes Affecting Deposited Securities	20
	SECTION 4.10	Available Information	21
	SECTION 4.11	Reports	21
	SECTION 4.12	List of Holders	21
	SECTION 4.13	Taxation; Withholding	21
ARTICLE V.	THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY		23
	SECTION 5.1	Maintenance of Office and Transfer Books by the Registrar	23
	SECTION 5.2	Exoneration	23
	SECTION 5.3	Standard of Care	24
	SECTION 5.4	Resignation and Removal of the Depositary; Appointment of Successor Depositary	25
	SECTION 5.5	The Custodian	26
	SECTION 5.6	Notices and Reports	26
	SECTION 5.7	Issuance of Additional Shares, ADSs etc.	27
	SECTION 5.8	Indemnification	28
	SECTION 5.9	Fees and Charges of Depositary	29
	SECTION 5.10	Restricted Securities Owners/Ownership Restrictions	30
ARTICLE VI.	AMENDMENT AND TERMINATION		31
	SECTION 6.1	Amendment/Supplement	31
	SECTION 6.2	Termination	32
ARTICLE VII.	MISCELLANEOUS		33
	SECTION 7.1	Counterparts	33
	SECTION 7.2	No Third-Party Beneficiaries	33
	SECTION 7.3	Severability	33
	SECTION 7.4	Holders and Beneficial Owners as Parties; Binding Effect	33
	SECTION 7.5	Notices	34
	SECTION 7.6	Governing Law and Jurisdiction	34

	SECTION 7.7	Assignment	36
	SECTION 7.8	Agents	36
	SECTION 7.9	Affiliates etc.	36
	SECTION 7.10	Exclusivity	37
	SECTION 7.11	Compliance with U.S. Securities Laws	37
	SECTION 7.12	Titles	37
EXHIBIT A			38
EXHIBIT B			47

EX-8.1

Exhibit 8.1

	歐華律師事務所 香港中環皇后大道中十五號 置地廣場公爵大廈十七樓	DLA Piper Hong Kong 17th Floor, Edinburgh Tower The Landmark 15 Queen’s Road Central Hong Kong DX 009157 Central 1 T +85221030751 F +852 2810 1345 W www.dlapiper.com
Strictly Private & Confidential Attn: Mr. Greg Liu, Xiaoyu Wanda Sports Group Company Limited c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP Beijing Representative Office Unit 5201, Fortune Financial Center, 5 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, China	Your reference Our reference AL/LIIP/410560/2 ASIAM/24730587.1 June 7, 2019
By Post and by Email Dear Sirs WANDA SPORTS GROUP COMPANY LIMITED (“COMPANY”) We have acted as the special Hong Kong tax counsel to the Company with respect to Hong Kong taxation matters in connection with the initial public offering of certain American Depository Shares in the Company as described in the prospectus (“Prospectus”) contained in the Company’s registration statement on Form F-1 (including all amendments and supplements thereto) filed with the United States Securities and Exchange Commission (“Registration Statement” which term does not include any exhibits thereto). For the purposes of giving this opinion, we have examined and relied upon copies of the Registration Statement and Prospectus confidentially submitted, and subsequently filed, to date by the Company under the United States Securities Act of 1933 with the United States Securities and Exchange Commission (“Commission”). This opinion is given based on the information currently available to us and the representations made to us by you.  We expressly reserve our right to amend this opinion as and when further information is made available to us and further representations are made by you. We have assumed (without making any independent investigation) that (i) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement and we have not investigated and made no comments with regard to any warranties, facts, opinions or representations in the Prospectus and Registration Statement or on their accuracy or adequacy; (ii) that there is no provision of the law of any jurisdiction, other than Hong Kong, which would have any implication in relation to the opinions expressed herein; (iii) the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and (iv) that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.		本所受香港律師會監管 合夥人 陳立峰陳向榮陳雁陳承元鄭銘浚 鄭定麟何俊華張慶隆方伯仁方智毅 高洛克何慧珊林顯裕林俊傑李國寶 劉果萊劉巍盧慧霞吳敏華馬能治 楊大明 顧問律師 林智德高肇邦戴敏燕 黃詠琪沈怡亭丘巧欣 DLA Piper Hong Kong 是一家律師事務所， 是由單獨的不同法律實體所組成的全球性律師事務所DLA Piper的成員之一 辦事處名單及監管資訊詳見 www.dlapiper.com 香港辦事處電話 +852 2103 0808 Regulated by the Law Society of Hong Kong Partners: Carolyn S. Bigg, Daniel L.F. Chan, Heung Wing Chan, Kevin N. Chan, Roy S.Y. Chan, Edward Chatterton, Henry M.C. Cheng, Ting Lun Cheng, Helen E. Colquhoun, Junhua He, Heng Loong Cheong, Mark G. Fairbairn, Sammy Z.Y. Fang, Luke J. Gannon, Satpal S. Gobindpuri, Doris W. S. Ho, Anderson H.Y. Lam, Chun-Kit Lam, Paul Lee, Jonathan E. M. Leitch, Guolai Liu, Wei Liu, Christina H. S. Loh, May Ng, Nicholas H. Mallard, Susheela N. Rivers, Matthias B.O. Schemuth, Scott J. Thiel, Tai Ming Yang Foreign Legal Consultants: Tieying Dong (PRC), Peng Tao (New York, USA), Of Counsel: Adrian Paul Elms, Rodney Shiu Pong Ko, Chen Liu (Texas), Janny Man Yin Tai, Tom Van Hoof (New York), Wing Kei Wong, Yiting Shen, Janice Hau-yen Yau DLA Piper Hong Kong is a law firm and part of DLA Piper, a global law firm, operating through various separate and distinct legal entities. A list of offices and regulatory information can be found at www.dlapiper.com Hong Kong switchboard +852 2103 0808

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Hong Kong and none is to be implied. This opinion is to be governed by and construed in accordance with the laws of Hong Kong and is limited to and is given on the basis of the current law and practice in the Hong Kong in respect of taxation matters interpreted at the date of this opinion.  The courts of Hong Kong shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any dispute arising out of or in connection with it.

We express no opinion as to the financial and accounting matters contemplated by the Prospectus and Registration Statement.  On the basis of and subject to the foregoing, we are of the opinion that the statements relating to certain Hong Kong tax matters set forth under the caption “Taxation— Hong Kong Taxation” in the Prospectus is an accurate summary of the material Hong Kong tax consequences of the acquisition, ownership and disposition of the ADSs under currently applicable law. We adopt such discussion as our opinion. We have not been asked and have not advised the Company on its tax position under Hong Kong law.

Our opinion is based on current Hong Kong tax law and administrative practice interpreted at the date of this opinion. We do not undertake to advise the Company as to any future changes in Hong Kong tax law or administrative practice that may affect our opinion unless we are specifically retained to do so.  For the avoidance of doubt, unless otherwise provided, we assume no obligation to update or supplement our opinions to reflect any fact or circumstance that may hereafter come to our attention or any change in law that may hereafter occur or become effective.  Further, legal opinions are not binding upon the Inland Revenue Department and we cannot give any assurance that contrary positions may not be asserted by the Inland Revenue Department.

This opinion is given for the sole benefit of the recipient to whom it is addressed based on the circumstances and facts which are relevant to the recipient.  We hereby consent to the filing with the Securities and Exchange Commission of this letter as an exhibit to the Registration Statement of which the Prospectus is a part, and the reference to us under the captions “Taxation” in the Prospectus contained in the Registration Statement. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under section 7 of the United States Securities Act of 1933.  Save as specified above, this legal opinion may not be relied on by or distributed or delivered or disclosed to any other person, nor may it be relied on in any other context or for any other purpose, nor is it to be quoted or made public in any way without our prior written consent.

Yours faithfully

DLA PIPER HONG KONG

EX-10.2

Exhibit 10.2

独家购买权协议

EXCLUSIVE CALL OPTION CONTRACT

among

Beijing Wanda Culture Group Co., Ltd.

(北京万达文化产业集团有限公司)

Dalian Wanda Group Co., Ltd.

(大连万达集团股份有限公司)

Mr.Wang Jianlin

(王健林先生)

and

Wanda Sports Co. Ltd.

(万达体育有限公司)

and

Infront Sports Media (China) Co., Ltd

（盈方体育传媒（中国）有限公司）

Dated 14th March, 2019

日期:2019年3月14日

目录

TABLE OF CONTENTS

第1条 释义	5
SECTION 1. INTERPRETATION	5
第2条 股权购买权，股权买价和转让被购买股权	8
SECTION 2. PURCHASE OPTION, PURCHASE PRICE AND TRANSFER OF OPTION INTERESTS	8
第3条 承诺	11
SECTION 3. COVENANTS	11
第4条 陈述及保证	14
SECTION 4. REPRESENTATIONS AND WARRANTIES	14
第5条 违约及救济	15
SECTION 5. DEFAULT AND REMEDIES	15
第6条 保密责任	16
SECTION 6. CONFIDENTIALITY	16
第7条 生效日及期限	18
SECTION 7. EFFECTIVE DATE AND TERM	18
第8条 管辖法律及争议解决	18
SECTION 8. GOVERNING LAW AND DISPUTE RESOLUTION	18
第9条 其他	19
SECTION 9. MISCELLANEOUS	19

本独家购买权协议（本“协议”） 由下列各方于2019年3月14日签署。

THIS EXCLUSIVE CALL OPTION CONTRACT (this “Contract”) is made on14th March, 2019

AMONG:

(1)北京万达文化产业集团有限公司, 一家依据中国（定义见第1.1条）法律设立和存续的有限责任公司，注册地址为中国北京市通州区新华北街75号2001室（“万达文化”）;

Beijing Wanda Culture Group Co., Ltd. (北京万达文化产业集团有限公司), a limited liability company organized and existing under the laws of the PRC (as defined in Section 1.1), with its legal address at #2001, No.75 Xinhua North Street, Tongzhou District, Beijing, PRC (“Wanda Culture”);

(2)大连万达集团股份有限公司，一家依据中国（定义见第1.1条）法律设立和存续的股份有限公司，注册地址为中国辽宁省大连市西岗区长江路539号（“万达集团”）；

Dalian Wanda Group Co., Ltd. (大连万达集团股份有限公司),  a limited liability company organized and existing under the laws of the PRC (as defined in Section 1.1), with its legal address at No. 539 Changjiang Road, Xigang District, Dalian, PRC (“Wanda Group”);

(3)王健林先生，一位中国公民，其身份证号码为210202195410244995（“王先生”、万达文化和万达集团合称为“股东”）；

Mr. Wang Jianlin (王健林先生), a PRC citizen with PRC ID Card number 210202195410244995 (“Mr. Wang”, and together with Wanda Culture and Wanda Group, the “Shareholders”);

(3)万达体育有限公司，一家依据中国法律设立和存续的有限责任公司，注册地址为广州市花都区天贵路67号办公楼1层101（“公司”）；以及

Wanda Sports Co. Ltd. (万达体育有限公司), a limited liability company organized and existing under the laws of the PRC, with its legal address at Rm101,1/F, 67 Tiangui Road, Xinhua Street, Huadu District, Guangzhou (the “Company”); and

(4)盈方体育传媒（中国）有限公司，一家依据中国法律设立和存续的外商独资企业，注册地址为北京市朝阳区东三环北路霞光里18号佳程广场A座11层B60（“股权购买权人”）。

Infront Sports Media (China) Co., Ltd（盈方体育传媒（中国）有限公司）, a wholly foreign-owned company organized and existing under the laws of the PRC, with its legal address at B60, 11/F, Tower A, Gateway Plaza, No. 18 Xiaguangli, North Road East Third Ring, Chaoyang District, Beijing (the “Optionee”).

3

在本协议中，股东、公司和股权购买权人各称“一方”，合称“各方”。

The Shareholders, the Company and the Optionee are herein referred to individually as a “Party” and collectively as the “Parties.”

鉴于：

RECITALS:

(A)股东分别持有公司85%、10%和5%的股权。

The Shareholders own 85%, 10% and 5%, respectively, of the equity interests in the Company.

(B)公司与股权购买权人于本协议签署之日签订了独家服务协议（“独家服务协议”）。

The Company and the Optionee entered into an exclusive services agreement on the date hereof (the “Exclusive Services Agreement”).

(C)股东、公司与股权购买权人于本协议签署之日签署了质押协议（“质押协议”）。

The Shareholders, the Company and the Optionee entered into a pledge contract on the date hereof (the “Pledge Contract”).

(D)股东于本协议签署之日签署了授权股权购买权人的不可撤销的授权委托书（“授权委托书”；授权委托书、质押协议和独家服务协议合称“交易文件”）。

The Shareholders entered into an irrevocable power of attorney on the date hereof in favor of the Optionee (the “Power of Attorney”; together with this Contract, the Pledge Contract and the Exclusive Services Agreement, collectively, the “Transaction Documents”).

(E)各股东均愿意授予股权购买权人直接或间接购买全部或部分其股权（定义见第1.1条）的一项不可撤销的专有权。

Each of the Shareholders is willing to grant to the Optionee an irrevocable and exclusive right to, directly or indirectly, purchase all or part of its Equity Interests (as defined in Section 1.1).

4

同意：

AGREEMENT:

第1条 释义

SECTION 1.
INTERPRETATION

1.1在本协议中，除上下文另有要求：

In this Contract, unless the context requires otherwise:

“资产”指公司的所有资产，包括固定资产、现金资产、知识产权、持有的中国境内外任何人的股权以及公司签订的所有协议的收益（受限于负担）以及其他有形和无形资产。

“Assets” means all the assets of the Company, including fixed assets, current assets, intellectual property rights, ownership of equity interests in any Person within or outside the PRC and the benefit (subject to the burden) of all contracts entered into by the Company and other tangible and intangible assets.

“工作日”指除周六、周日和中国的商业银行按中国法律要求或授权关闭的日子之外的任何日子。

“Business Day” means any day other than a Saturday or a Sunday or any day on which commercial banks in the PRC are required or authorized by PRC Laws to close.

“公司章程”指公司的章程及其不时的修订。

“Company Articles” means the articles of association of the Company as amended from time to time.

“股权”指任一股东所持有的注册资本的股东权益。

“Equity Interests” means the equity interests that a Shareholder holds in the Registered Capital.

“权利负担”指（i）任何抵押、押记（无论是固定的或浮动的）、质押、留置、押汇、转让、信托契约、所有权保留、担保权益或就任何人的任何义务保证或者赋予优先支付权的任何其他类型的权利负担，包括交易授予的任何在法律未表述为授予担保但与在适用法律下的授予担保具有经济或财务上的相似效果的权利，（ii）任何租赁、转租、占用协议、地役权或授予任何人使用权或占用权的契约，(iii) 任何代理、授权委托、投票信托协议、权益、期权、优先购买权、任何人享有的谈判、拒绝或转让限制，以及（iv）对所有权、占有或使用的任何不利主张。

“Encumbrance” means (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority

5

of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (iv) any adverse claim as to title, possession or use.

“许可”指公司经营所需的所有中国政府机构的许可、批准、豁免、同意、放弃、权利、命令。

“Permits” means required licenses, permits, exemptions, consents, waivers, rights, orders or approvals of, and required registrations with, all PRC governmental bodies that are required for the operation of the Company’s business.

“人士”指个人、公司、合资公司、企业、合伙、信托、非法人团体、有限责任公司、政府或其任何部门或机构，或任何其他实体，不论是否具有独立法人资格。

“Person” means an individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, government or any department or agency thereof, or any other entity, whether or not having separate legal personality.

“中国”指中华人民共和国，就本协议而言，不包括香港特别行政区、澳门特别行政区和台湾。

“PRC” means the People’s Republic of China, for the purposes of this Contract, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan.

“中国法律”指在中国国家和地方正式颁布且可供公开查阅的法律、法规、规章和政策。

“PRC Laws” means laws, regulations, rules and policies published and publicly available at the national and local level in the PRC.

“注册资本”指公司（不时变动）的注册资本。

“Registered Capital” means the registered capital of the Company from time to time.

“登记机关”指颁发公司营业执照的国家工商行政管理总局的相关分支机构。

“Registration Authority” means the relevant branch of the State Administration of Industry and Commerce that has issued the business license of the Company.

6

“人民币”指中国的法定货币人民币元。

“RMB” means Renminbi Yuan, the lawful currency of the PRC.

1.2相关条款或安排中的定义的术语如下：

“经批准的受让人”	2.1条
“CIETAC”	8.2条
“公司”	序言
“保密信息”	6.1(a)条
“合同”	序言
“独家服务协议”	鉴于
“被购买股权”	2.3条
“股权购买权人”	序言
“一方” 或”各方”	序言
“质押合同”	鉴于
“授权委托书”	鉴于
“股权购买权”	2.1条
“股权购买通知”	2.3条
“股权买价”	2.2条
“接收方”	6.2条
“股东”	序言
“条款”	7.1条
“交易文件”	鉴于

The following terms are defined in the indicated Section or Schedule:

“Approved Transferee”	Section 2.1
“CIETAC”	Section 8.2
“Company”	Preamble
“Confidential Information”	Section 6.1(a)
“Contract”	Preamble
“Exclusive Services Agreement”	Recitals
“Option Interests”	Section 2.3
“Optionee”	Preamble
“Party” or “Parties”	Preamble
“Pledge Contract”	Recitals
“Power of Attorney”	Recitals
“Purchase Option”	Section 2.1
“Purchase Option Notice”	Section 2.3
“Purchase Price”	Section 2.2
“Recipients”	Section 6.2
“Shareholder”	Preamble
“Term”	Section 7.1
“Transaction Documents”	Recitals

1.3解释。在本协议中，除上下文另有要求：

7

Interpretation. In this Contract, unless the context otherwise requires:

(a)直接或间接。“直接或间接”一语指直接或间接通过一个或多个中间人或通过协议或其他法律安排。“直接的或间接的”具有相应的意思。

Directly or Indirectly.  The phrase “directly or indirectly” means directly or indirectly through one or more intermediate Persons or through contractual or other legal arrangements, and “direct or indirect” has the correlative meaning.

(b)标题。标题只是为了方便起见，不影响本协议的任何条款的构建。

Headings.  Headings are included for convenience only and shall not affect the construction of any provision of this Contract.

(c)本协议中、本协议下等术语。“本协议中”、“本协议下”、“本协议项下”和以及具有类似含义的术语，是指整个协议，而不是指本协议任何特定的章节。

Hereof, Hereunder etc.  The words “hereof,” “hereunder” and “hereto,” and words of like import, refer to this Contract as a whole and not to any particular Section hereof.

(d)包括但不限于。“包括”、“包含”以及类似的表达不是限制性的表达，应当理解为后面跟随“但不限于”一词。

Include not Limiting.  “Include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation.”

(e)性别和数量。除非上下文另有要求，否则所有单词(不论是性别特定的还是性别中性的)应被视为包括每个男性、女性和中性性别，表示为单数的单词包括复数，反之亦然。

Gender and Number.  Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

第2条 股权购买权，股权买价和转让被购买股权

SECTION 2.
PURCHASE OPTION, PURCHASE PRICE AND
TRANSFER OF OPTION INTERESTS

2.1授予权利。根据本协议的条款并受限于本协议的条件，每个股东在此授予股权购买权人在中国法律允许的前提下，根据第2.2条并按照第2.2条所述的价格，按照股权购买权人自行决定，一次或多次从股东购买或指

8

定一人或多人（与股权购买权人合称“经批准的受让人”）从股东购买其所持有的全部或部分股权的一项不可撤销的、专有的选择权（“股权购买权”）。除经批准的受让人外，任何第三人均不得享有股权购买权或其他与股东的股权有关的权利。公司特此同意各股东向股权购买权人授予股权购买权。

Grant of Right.  Upon the terms and subject to the conditions set forth herein, each Shareholder hereby grants to the Optionee an irrevocable and exclusive right (the “Purchase Option”) to purchase, or to designate one or more Persons (together with the Optionee, a “Approved Transferee”) to purchase in accordance with Section 2.2, from the Shareholder all or part of the Equity Interests held by the Shareholder, in one or more installments as determined by the Optionee in its sole discretion to the extent permitted by PRC Laws at the price set forth in Section2.2.  Except for the Approved Transferee, no other Person shall be entitled to the Purchase Option or other rights with respect to the Equity Interests of the Shareholder.  The Company hereby agrees to the grant by each Shareholder of the Purchase Option to the Optionee.

2.2股权买价。股权购买价格（“股权买价”）应为以下较低者：（a）有关股东就其股权所缴付的实际出资额，及（b）中国法律所允许的最低价格。

Purchase Price.  The purchase price of the Option Interests (the “Purchase Price”) shall be the lower of (a) the actual capital contributions paid in the portion of the Registered Capital by the relevant Shareholder for the Option Interests and (b) the lowest price permitted under PRC Laws.

2.3行权步骤。股权购买权人行使股权购买权以符合中国法律的要求和限制为前提。股权购买权人可在期限内随时以向有关股东发送通知（“股权购买通知”）的方式行使股权购买权，股权购买通知应载明以下事项：（i）股权购买权人关于行使股权购买权的决定；（ii）股权购买权人拟从股东购买的股权份额（“被购买的股权”）；（iii）被购买股权受让人的身份；及（iv）股东应完成被购买的股权转让给该等受让人的日期。

Procedure for Exercise.  Subject to any requirements or restrictions under PRC Laws, the Optionee may exercise the Purchase Option at any time during the Term by giving a notice to the relevant Shareholder (the “Purchase Option Notice”) specifying (i) the decision of the Optionee to exercise the Purchase Option; (ii) the portion of the Equity Interests to be purchased from the Shareholder (the “Option Interests”); (iii) the identity of the transferee(s) of the Option Interest and (iv) the date on which the Shareholder shall complete the transfer of the Option Interests to such transferee(s).

2.4转让被购买股权。股权购买权人每次行使股权购买权时:

Transfer of Option Interests.  Upon each exercise of the Purchase Option:

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(a)股东应促使公司及时召开股东会会议，在该会议上，应通过批准有关股东向经批准的受让人转让被购买股权的决议；

the Shareholders shall cause the Company to promptly convene a shareholders’ meeting, at which resolution shall be adopted approving the relevant Shareholder’s transfer of the Option Interests to the Approved Transferee(s);

(b)有关股东应按照本协议以及股权购买通知的规定，就向经批准的受让人转让股权签订股权转让合同；

the relevant Shareholder shall execute an equity transfer contract in respect of its transfer of the Option Interests to the Approved Transferee(s) in accordance with the provisions under this Contract and the Purchase Option Notice;

(c)股东应签署所有文件并采取所有必要或可取的行动修改公司章程，以反映被购买股权转让至经批准的受让人；

the Shareholders shall execute all documents and do all acts necessary or advisable to amend the Company Articles so as to reflect the transfer of the Option Interests to the Approved Transferee(s);

(d)公司及股东应：（i）签署所有文件，取得所有许可，并采取所有必要的或可取的行动将被购买股权的所有权无任何权利负担（除根据交易协议设定的任何权利负担）地转让给经批准的受让人，并确保各经批准的受让人成为被购买股权的登记在册所有人；（ii）签署所有文件，采取所有必要或可取的行动将该等股权转让向登记机构进行登记；（iii）保持、修改或延期与被购买股权转让有关的可能需要的所有许可；以及

the Company and the Shareholders shall: (i) execute all documents, obtain all Permits and take all actions necessary or advisable to transfer the ownership of the Option Interests to the Approved Transferee(s), free of any Encumbrance (except for any Encumbrance created under the Transaction Documents), and ensure that each Approved Transferee shall become the registered owner of the Option Interests; (ii) execute all documents and take all actions necessary or advisable to register the transfer of the Option Interests to the Approved Transferee(s) with the Registration Authority, and (iii) maintain, amend or renew all Permits as may be required in connection with the transfer of the Option Interests; and

(e)股东应签署并应促使公司签署所有其他文件，应采取并应促使公司采取股权购买权人可能不时需要的所有其他行动， 以使经批准的受让人成为被购买股权的法定及实益所有人。

the Shareholders shall, and shall cause the Company to, execute all such further documents and take all such further actions as the

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Optionee may require from time to time to constitute the Approved Transferee(s) as the legal and beneficial owner of the Option Interests.

经股权购买权人不时要求，股东应交付第2.4条下的适当签署但未注明日期的所有文件的原件，该等文件的形式和内容应满足股权购买权人的要求。

At the Optionee’s request from time to time, the Shareholders shall deliver duly executed undated originals of all documents referred to in this Section 2.4, such documents to be in such form and substance satisfactory to the Optionee.

第3条 承诺

SECTION 3.
COVENANTS

3.1每一股东承诺。每一股东承诺，其将：

Covenants of Each Shareholder.  Each Shareholder covenants that it will:

(a)遵守其作为签约方的全部交易文件，不采取或忽略采取任何可能影响任何交易文件有效性及可执行性的行动；

comply with all the Transaction Documents to which it is a party and not take any action or omit to take any action that may affect the effectiveness and enforceability of any Transaction Document;

(b)未经股权购买权人事先书面同意，不在本协议签署之日起的任何时间出售、转让、处置与股权相关任何合法权益及利益，或在其上创设权利负担，但根据交易文件在该股权上创设权利负担除外；

not sell, assign, transfer, dispose of, or create any Encumbrance over, the legal or beneficial interest in any Equity Interest without the prior written consent of the Optionee at any time from the date hereof, except for any Encumbrance created pursuant to the Transaction Documents;

(c)未经股权购买权人事先书面同意，不以任何形式增加或减少注册资本，或以其他方式改变其注册资本结构；

not increase or decrease the Registered Capital, or otherwise change the structure of the Registered Capital without the prior written consent of the Optionee at any time from the date hereof;

(d)除根据本协议第2.4（c）款对公司章程进行修订外，未经股权购买权人事先书面同意，不以任何方式修订公司章程；

not amend the Company Articles in any manner without the Optionee’s prior written consent, except as provided in Section 2.4(c);

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(e)为保持对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的申诉或对所有索偿进行必要和适当的抗辩；

execute all documents, take all actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims as may be necessary or advisable to maintain its ownership of any Equity Interest;

(f)确保公司董事或其他高级管理人员由股权购买权人指定，包括按照中国法律及相关政府部门要求，促使由公司股东指定的董事或高级管理人员辞职并委派股权购买权人指定的人士作为公司董事或高级管理人员以替代离职董事或高级管理人员；

procure that the directors and supervisors of the Company shall at all times be Persons designated by the Optionee, including by causing any director or supervisor of the Company appointed by the Shareholder to resign from his office and appointing any Person designated by the Optionee as a director or supervisor of the Company in replacement of the resigning director or supervisor in accordance with the requirements of PRC Laws and relevant PRC government authorities;

(g)同意其他股东根据本协议或质押协议约定，向经批准的受让人转让股权，且不得将其持有的股权向经批准的受让人之外的任何人士转让；

consent to the transfer of any Equity Interest by the other Shareholders to the Approved Transferee(s) pursuant to this Contract or the Pledge Contract and not transfer any Equity Interest held by it to any Person other than the Approved Transferee(s)；

(h)根据第2.1条规定授予股权购买权人对于股东不时获得的额外股权的优先购买权，且知悉并同意该等额外股权应视为已根据质押协议向股权购买权人质押；以及

grant a Purchase Option to the Optionee as provided in Section 2.1 for any additional Equity Interest acquired by the Shareholder from time to time, and acknowledge and agree that all such additional Equity Interests shall be deemed to have been pledged to the Optionee as provided in the Pledge Contract; and

(i)经股权购买权人要求，由股权购买权人指定的人士担任公司清算委员会成员。

if requested by the Optionee, appoint Person(s) designated by the Optionee to the liquidation committee of the Company.

3.2公司承诺。公司及每一股东共同承诺：

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Covenants with respect to the Company.  The Company covenants that it will, and each Shareholder covenants to procure the Company to:

(a)遵守其作为签约方的全部交易文件，不采取或忽略采取任何可能影响任何交易文件有效性及可执行性的行动；

comply with all the Transaction Documents to which it is a party and not take any action or omit to take any action that may affect the effectiveness and enforceability of any Transaction Document;

(b)确保公司利润仅根据股权购买权人的决定进行分配；

procure that profits of the Company be distributed only as directed by the Optionee;

(c)为保持公司对其资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的申诉或对所有索偿进行必要和适当的抗辩；

execute all documents, perform all acts and prosecute or defend all claims as may be necessary or advisable to maintain the Company’s title to the Assets and to give effect to this Contract and the transactions contemplated herein;

(d)为向经批准的受让人转让被购买的股权，签署所有必要或适当的文件，采取所有必要或适当的行动；

execute all necessary or appropriate documents and take all necessary or appropriate actions by the Company in respect of the transfer of any Option Interests to the Approved Transferee(s);

(e)按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营公司业务和处理其事务，未经股权购买权人事先书面同意，不采纳或变更其任何商业计划或预算；

maintain its corporate existence and operate its business and affairs with diligence and efficiency and in accordance with sound financial and commercial standards and practices and not adopt or amend any of its business plans or budgets without the prior written consent of the Optionee;

(f)不得招致、承担、批准或担保任何债务，除非（i）该等债务系日常经营过程中非因借贷方式产生的债务；和（ii）已向股权购买权人披露且经股权购买权人书面同意的债务；

not incur, assume, guarantee or permit to exist any indebtedness except (i) indebtedness arising in its ordinary course of business and not by way of borrowing; and (ii) indebtedness which has been disclosed to and agreed by the Optionee in writing;

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(g)未经股权购买权人事先书面同意，不得向任何人士发放任何贷款或给予任何信贷；

not extend any loan or grant any credit to any Person without the Optionee’s prior written consent;

(h)经股权购买权人不时请求，向股权购买权人提供关于公司经营及财务状况相关的所有信息；

furnish to the Optionee all information pertaining to the operation and financial conditions of the Company as the Optionee may request from time to time;

(i)未经股权购买权人事先书面同意，不与任何人士合并或联合，或向转让或以其他方式处置除日常业务范围内的其他资产，或对任何人士进行投资或收购；

not merge or consolidate with any Person, transfer or otherwise dispose any Asset other than in its ordinary course of business and not acquire or invest in any Person, in each case, without the Optionee’s prior written consent;

(j)未经股权购买权人事先书面同意，不得通过、采纳或促使通过或采纳关于公司清盘、清算或解散的决议；以及

not pass, adopt or procure the passing or adoption of any resolution for the winding-up, liquidation or dissolution of the Company, in each case, without the Optionee’s prior written consent; and

(k)应将发生的或可能发生的与公司股权或业务有关的任何诉讼、仲裁或行政程序立刻通知股权购买权人。

promptly notify the Optionee of the occurrence or potential occurrence of any litigation, arbitration, administrative proceedings or governmental enquiry or action that is or is likely to affect the ownership of the Equity Interests or the business of the Company.

第4条 陈述及保证

SECTION 4.
REPRESENTATIONS AND WARRANTIES

每一方均单独向其他方陈述：

Each Party represents, severally and not jointly, to the other Parties that:

(a)该方拥有订立、签署并履行本协议及其作为签约方订立的他交易文件及其项下所述交易的全部公司权力和授权 并且，就每一实体而言，其均为依据中国法律设立并存续的公司；

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such Party has the full power and authority to enter into, execute and deliver this Contract with the other Transaction Documents to which it is a party and to perform the transactions contemplated hereby and thereby and, with respect to each entity, is duly incorporated or organized and existing under the PRC Laws;

(b)就每一实体而言，该方履行本协议及其作为签约方订立的其他交易文件及项下所述交易均获得全部必要公司授权或该方其他授权；以及

with respect to each entity, the execution and delivery by such Party of this Contract with the other Transaction Documents to which it is a party and the performance by such Party of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action of such Party; and

(c)假定经其他各方适当授权并履行，本协议及其作为签约方订立的其他交易文件对该方均构成合法、有效且有拘束力的义务，可根据该等协议的条款被强制执行，除非适用的破产、清算、重组、延期履行或其他类影响债权人权利的法律限制该可强制执行性。

assuming the due authorization, execution and delivery hereof by the other Parties, this Contract with the other Transaction Documents to which it is a party constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.

第5条 违约及救济

SECTION 5.
DEFAULT AND REMEDIES

5.1违约。若任何一方违反本协议，该方应就该等违约承担违约责任，并补偿其他方由此遭受的任何损失，包括诉讼费用及律师费。

Default.  If any Party breaches this Contract, such Party shall be liable for such breach and shall compensate the other Party(ies) for any damages resulting therefrom, including litigation costs and attorney fees.

5.2特定履行。各方于此知悉若公司或任何股东做出虚假陈述或违反本协议任何约定，股权购买权人除有权根据法律规定或根据其他补偿措施被救济外，还有权通过促使有管辖权的法院或仲裁庭强制执行违约条款而获得救济。公司及股东知悉并同意对本协议的任何违反将对股权购买权人造成不可用金钱弥补的损失。

Specific Performance.  Each Party hereby acknowledges that if the Company or any Shareholder misrepresents or breaches any provision of this Contract, the Optionee shall have the right and remedy to, in addition to and not in lieu

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of any other right or remedy available to the Optionee under law, have such breach specifically enforced by any court or arbitration tribunal having jurisdiction.  The Company and the Shareholders acknowledge and agree that any breach of this Contract will cause irreparable injury to the Optionee and that money damages will not provide an adequate remedy to the Optionee.

5.3对公司无追索权。若某一股东违反本协议，且该等违约致使股权购买权人因向股东追偿而行使权利或实施救济而进行任何作为或不作为，对股权购买权人行使该等权利或实施救济而产生的任何损失，股东无权向公司寻求任何赔偿或要求分摊损失。

No Recourse against Company.  If a Shareholder breaches this Contract, and such breach results in any act or omission on the part of the Company in relation to which the Optionee exercises any rights or remedies against the Shareholder hereunder, the Shareholder shall not be entitled to seek any indemnification or contributory damages from the Company for any losses suffered by them (or any of them) arising from the Optionee exercising such rights or remedies.

第6条 保密责任

SECTION 6.
CONFIDENTIALITY

6.1一般义务。在本协议有效期及之后的任何时间，公司及股东应：

General Obligation.  During the term of this Contract and at any time thereafter, each of the Company and the Shareholders shall:

(a)对股权购买权人披露的与任何交易文件及其存在和条款内容（”保密信息”）相关的任何口头或书面信息保密；

keep any oral or written information disclosed by the Optionee to it in connection with any Transaction Document and the existence and the terms thereof (the “Confidential Information”) confidential;

(b)除经股权购买权人事先书面同意或依据第6.2条及6.3条所作出的披露外，不得向任何其他第三方披露保密信息；以及

not disclose the Confidential Information to any third party other than with the prior written consent of the Optionee or in accordance with Sections 6.2 and 6.3; and

(c)不得将保密信息用于除履行交易文件项下义务外的其他目的。

not use the Confidential Information for any purpose other than the performance of its obligations under the Transaction Documents.

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6.2向接收方披露。在按需知密的基础上且在为履行本协议的必要程度内，公司及股东可向其关联方及关联方各自董事、高级职员、经理、员工、法律顾问、财务顾问或专业顾问（统称”接收方”）披露保密信息。

Disclosure to Recipients.  Each of the Company and the Shareholders may disclose the Confidential Information to its directors, officers, managers, employees, legal, financial and professional advisors, and any of the foregoing persons of its affiliates (collectively, the “Recipients”), on a need to know basis, to the extent necessary for the implementation of this Contract.

6.3接收方责任。公司及股东应尽最大努力确保每一接收方均知悉并遵守公司及股东在本协议项下的保密义务，如同接收方是本协议缔约方一样。

Recipient’s Obligations.  Each of the Company and the Shareholders shall use its best efforts to ensure that each Recipient is made aware of, and complies with the obligation of confidentiality of the Company and the Shareholders in respect of the Confidential Information under this Contract as if the Recipient were a party to this Contract.

6.4例外。本协议第6.1款不适用于下列情形：

Exceptions.  The provisions of Section 6.1 shall not apply to:

(a)非因公司、某一股东或任何接收方违反本协议而进行的披露或指示，已为公众可普遍获得的保密信息；

Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of the Company, a Shareholder or any of the Recipients in violation of this Contract;

(b)公司或某一股东在任何适用的法律、法规或管理当局或交易所规则的要求下在所要求的范围内进行的披露；但此种披露应仅限于适用的法律或法规所要求的范围，且在可行的情况下，在作出披露之前应给予股权购买权人对披露内容进行审查和评论的机会；及

disclosure by the Company or a Shareholder to the extent required under any applicable laws, regulations, requirements of any regulatory authority or any applicable rules of any stock exchange; provided that such disclosure shall be limited merely to the extent required by applicable laws or regulations and, to the extent practicable, the Optionee shall be given an opportunity to review and comment on the contents of the disclosure before it is made; and

(c)公司或某一股东在适用的法律或政府规章或司法、监管程序所要求的范围内作出的披露或所作出的与任何由本协议引起的或与本协议有关的任何法律诉讼、起诉或程序有关的司法、监管或仲裁程序有关的披露；但此类披露应仅限于适用的法律或法规所要求

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的范围，且在可行的情况下，在作出披露之前应给予股权购买权人对披露内容进行审查和评论的机会。

disclosure by the Company or a Shareholder to the extent required by applicable laws or governmental regulations or judicial or regulatory process or in connection with any judicial, regulatory or arbitration process regarding any legal action, suit or proceeding arising out of or relating to this Contract; provided that such disclosure shall be limited merely to the extent required by applicable laws or regulations and, to the extent practicable, the Optionee shall be given an opportunity to review and comment on the contents of the disclosure before it is made.

第7条 生效日及期限

SECTION 7.
EFFECTIVE DATE AND TERM

7.1期限。本协议自签署之日起生效（“生效日”）。如在本协议有效期内，任何一方的营业期限届满，则该方应及时续展其营业期限，以使本协议得以继续有效和执行。如一方续展经营期限之申请未获得任何主管部门批准或同意，则本协议于该方经营期限届满之时终止。为避免疑义，各方同意，服务提供方有权决定公司续展营业期限。

Term.  This Contract shall become effective on the date hereof (the “Effective Date”). During the term of this Agreement, if the term of operation of a Party expired, such Party shall apply to extend the term of operation promptly to execute and implemented this Agreement. If such Party’s application has not been approved or authorized by the competent authority, this Agreement shall be terminated upon the expiration of the term of operation of such Party. For the avoidance of doubt, the Parties hereby agree the Service Provider shall have the right to determine the extension of the term of operation of the Company.

7.2终止。本协议在股权购买权人完全行使其权利认购全部股权时自动终止。

Termination.  This Contract shall terminate automatically upon the exercise in full by the Optionee of its right to purchase all of the Equity Interests.

7.3继续有效。本协议终止或届满后，第6条、第8条及第9.1条继续有效。

Survival.  Section 6, Section 8 and Section 9.1 shall survive the termination or expiration of this Contract.

第8条 管辖法律及争议解决

SECTION 8.
GOVERNING LAW AND DISPUTE RESOLUTION

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8.1管辖法律。本协议的签署、生效、解释、履行和本协议项下的争议解决均受中国法律管辖。若中国正式颁布并可公开查阅的法律未涵盖特定事项，则适用国际法原则及政策。

Governing Law.  The execution, validity, interpretation and performance of and resolution of disputes under this Contract shall be governed by the laws of the PRC.  When the officially published and publicly available laws of the PRC do not cover a certain matter, international legal principles and policies shall apply.

8.2争议解决。由本协议引起的或与本协议履行、解释、违约、终止或效力相关的任何争议、冲突或索赔，应首先通过友好协商解决。于一方向其他方发出一份载明争议、冲突或索赔种类的详细通知后，各方应立即开始协商。若争议未能在上述通知发出后30日内解决，任何一方有权将该等争议递交至中国国际经济贸易仲裁委员会（“CIETAC”）按其届时有效的仲裁规则进行仲裁。各方应共同指定一名仲裁员，各方可不在仲裁员名单中选择该仲裁员。若在任何一方发出仲裁通知之日起二十（20）日内，各方无法就指定一名同意参加仲裁的仲裁员达成一致，应由CIETAC指定仲裁员。仲裁程序应以中文进行，仲裁地点应在北京。仲裁裁决是终局的，对各方具有约束力。

Dispute Resolution.  Any dispute, controversy or claim arising out of or in connection with this Contract, or the implementation, interpretation, breach, termination or validity hereof shall be first resolved through friendly consultation.  Such consultation shall commence immediately after a Party delivers to the other Parties a written notice detailing the nature of the dispute, controversy or claim.  If the dispute cannot be resolved within 30 days following the delivery date of the above notice, any Party may submit such dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”)for arbitration in accordance with the rules of CIETAC in effect at the time of the arbitration unless otherwise agreed hereunder.  There shall be a single arbitrator jointly appointed by the Parties.  Such arbitrator shall be freely selected and the Parties shall not be limited in their selection to any prescribed list.  If the Parties do not agree to appoint an arbitrator who has consented to participate within twenty (20) days after the issuance of a notice of arbitration by any Party, CIETAC shall appoint an arbitrator.  Arbitration proceedings shall be in Chinese and shall take place in Beijing, China.  The arbitration decision shall be final and binding upon the Parties.

第9条 其他

SECTION 9.
MISCELLANEOUS

9.1通知。根据本协议所要求发出的所有通知和其他通信应以中文书写，并专人递送，由国际公认的快递服务或传真发至另一方的如下地址或另一方不时通过通知指定的其他地址。该等通知视为有效送达的日期应按如下方式确定：

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Notices.  Notices or other communications required to be given by any Party pursuant to this Contract shall be written in Chinese and delivered in person or sent by an internationally recognized courier service or by facsimile to the address of the other Parties set forth below or to such other address as may from time to time be designated by the other Parties through notification to such Party.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

(a)专人递送的通知以专人递送的日期为有效送达日期；

notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

(b)以国际公认的快递服务发出的通知在交付该快递服务处置后的第3个营业日视为有效送达；及

notices sent by an internationally recognized courier service shall be deemed effectively given on the third (3rd) Business Day after the date deposited with such courier service; and

(c)以传真方式发出的通知，传送（应以生成的相应传送确认信息为证）后的第一个营业日视为有效送达日期；

notices given by facsimile shall be deemed effectively given on the first (1st) Business Day following the date of transmission, as indicated on the transmission confirmation slip of the document in question;

(i)	向股东发出通知，地址：北京市朝阳区建国路93号万达广
	场B座9层
	联系人:  苏力
	办公电话:	+86 10 85853608
	if to any Shareholder, to:
	9/F, Tower B, Wanda Plaza, No.93 Jianguo Road, Chaoyang District, Beijing.
	Attention:	Sally Su
	Direct Line:	+86 10 85853608
(ii)	向公司发出通知，地址：北京市朝阳区建国路93号万达广
	场B座9层
	联系人:  钱坤
	办公电话:	+86 10 85587855

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	if to the Company, to:
	9/F, Tower B, Wanda Plaza, No.93 Jianguo Road, Chaoyang District, Beijing.
	Attention:	Kun Qian
	Direct Line:	+86 10 85587855
(iii)	向股权购买权人发出通知，地址：北京市东城区法华寺街
	91号德必国际文化创意中心H栋
	联系人:  赵峰
	办公电话:	+86 10 88890899
	if to the Optionee, to:
	Tower H, WE International Hub @ Temple of Heaven, No.91 Fahuasi Street Dongcheng District, Beijing.
	Attention:	Anne Zhao
	Direct Line:	+86 10 88890899

9.2可分割性。若本协议任一或多条规定根据法律或公共政策被裁定为无效、不合法或不可强制执行，但凡交易的经济实质或法律实质未对任何一方造成实质不利影响，则本协议其余规定应继续保持有效。一旦任一或多条规定被认定无效、不合法或不可强制执行，各方应通过诚意磋商，对本协议进行修订以便尽可能地促使各方原本意图有效，并以双方可接受的方式在最大程度上完善交易。

Severability.  If any term or other provision of this Contract is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Contract shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Contract so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

9.3费用。除本协议另有约定外，各方应自行支付与本协议费用和附带支出，但若一方蓄意违反本协议，则违约方应向守约方赔偿与本协议相关的费用及支出。各方还应支付并承担本协议项下预期交易相关的对该方征收的任何税费。

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Expenses.  Subject to any other provision to the contrary in this Contract, each Party shall pay its own costs and disbursements of and incidental to this Contract provided that if any Party intentionally and willfully breaches this Contract, the non-breaching Parties shall be indemnified by the breaching Party for all costs and disbursements related to this Contract.  Each Party shall also pay and shall bear any tax liability imposed on such Party which arises out of or in connection with the transactions contemplated under this Contract.

9.4弃权。除一方签署书面文件放弃本协议任何条款，对本协议任何条款的的放弃均无效。一方怠于行使、未能行使任何权利、权力或救济不得视为对该等权力、权利或救济的放弃，任何单一或部分行使权力、权利或救济亦不得阻碍其进一步行使该等权力、权利或救济。不影响前述条款的情形下，对任意一方任一违约行为放弃行使权力均不应被视为是对其后发生的所有违约行为均放弃追究。

Waiver.  No waiver of any provision of this Contract shall be effective unless set forth in a written instrument signed by the Party waiving such provision.  No failure or delay by any Party in exercising any right, power or remedy under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.  Without limiting the foregoing, no waiver by any Party of any breach by the other Parties of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

9.5完整协议。本协议及各方于本协议签署日签署的其他协议构成各方就本事项达成的完整且唯一的协议，并取代在先的与本协议主旨有关的全部口头沟通、书面协议、合同、备忘录和通信。

Entire Agreement.  This Contract and the other agreements of the Parties referred to herein constitute the complete and only agreement between the Parties on the subject matter hereof, and replace all previous oral or written agreements, contracts, understandings and communications of the Parties in respect of the subject matter hereof.

9.6进一步保证。各缔约方同意为履行本协议条款及本协议之目的，迅速签署类似文件并采取可能需要的进一步行动。无论何时，或经股权购买权人合理请求，为完善及保护股权购买权，或为股权购买权人行使其有关股权购买的权利和救济，股东和公司应立即履行或交付所有其他契据和文件，并采取其他可能必要的或可取的行动，在不限制前述原则的情形下，若为必要或可取的，或经股权购买权人合理请求，创设、完善或保全股权购买权并使本协议规定的其他权利生效，股东和公司应签署并向股权购买权人提交和/或交付可被股权购买权人认可的契据、通知、转让确认、转让证书、转让背书、授权委托书、证明、报告和其他与股权购买相关的转让证书，并采取其他须进一步采取的行动。

Further Assurances.  Each of the Parties agrees to expeditiously execute such documents and perform such further acts as may be required or desirable to

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carry out or to perform the provisions and purposes of this Contract.  At any time and from time to time, the Shareholders and the Company shall promptly execute and deliver all further instruments and documents, and take all further actions that may be necessary or desirable, or that the Optionee may reasonably request, to perfect and protect the Purchase Option, or to enable the Optionee to exercise and enforce its rights and remedies with respect to the Purchase Option.  Without limiting the generality of the foregoing, the Shareholders and the Company shall execute and file and/or deliver to the Optionee, in form and substance acceptable to the Optionee, such instruments, notices, confirmatory assignments, conveyances, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps relating to the Purchase Option, as may be necessary or desirable or that the Optionee may request, to establish, protect and preserve the Purchase Option and to generally give effect to the other rights contemplated by this Contract.

9.7          转让。未经股权购买人事先书面同意，公司和任何股东不得转让其在本协议项下的任何权利和义务。无需任何方同意，股权购买人有权转让其在本协议项下的任何权利和义务。

Assignment.  Neither the Company nor any Shareholder may assign any rights or transfer any obligations under this Contract without the prior written consent of the Optionee.  The Optionee may assign any rights or transfer any obligations under this Contract without the consent of any other Party.

9.8修订。除双方签署书面文件，本协议不得被修订、修改或补充。

Amendment.  This Contract may not be amended, modified or supplemented except by a written instrument executed by each of the Parties.

9.9语言。本协议以中文和英文书就。两种语言具有同等法律效力。

Language.  This Contract is executed in Chinese and English.  The two language texts shall have equal validity and legal effect.

9.10        副本。本协议可签署一份或多份副本，任意副本均应视为同一协议并于缔约各方中的一方签署并向其他方交付时生效，各方理解无需签署同一副本。

Counterparts.  This Contract may be executed in one or more counterparts, all of which shall be considered one and the same contract and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that the Parties need not sign the same counterpart.

[以下无正文]

[The remainder of this page is intentionally left blank]

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有鉴于此，各方已于本协议文首所述日期签署了本协议。

IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed as of the date first above written.

Beijing Wanda Culture Group Co., Ltd. (北京万达文化产业集团有限公司)
(Company Chop)

/s/ Seal

Dalian Wanda Group Co., Ltd. (大连万达集团股份有限公司)

(Company Chop)

/s/Seal

Mr. Wang Jianlin (王健林先生)

/s/ Mr. Wang Jianlin

[独家购买权协议签字页]

[Signature Page to Exclusive Call Option Agreement]

Wanda Sports Co., Ltd. (万达体育有限公司)

(Company Chop)

/s/ Seal

Infront Sports Media (China) Co., Ltd（盈方体育传媒（中国）有限公司

(Company Chop)

/s/ Seal

[独家购买权协议签字页]

[Signature Page to Exclusive Call Option Agreement]

EX-10.3

Exhibit 10.3

独家服务协议

EXCLUSIVE SERVICES AGREEMENT

between

WANDA SPORTS CO. LTD.

(万达体育有限公司)

and

INFRONT SPORTS MEDIA (CHINA) CO., LTD.

（盈方体育传媒（中国）有限公司）

Dated 14th March,2019

日期 ：2019年3月14日

目录

TABLE OF CONTENTS

第一条 释义	4
SECTION 1 INTERPRETATION	4
第二条  委任服务提供方、服务提供方式、人员借调和资产使用权	8
SECTION 2 APPOINTMENT OF SERVICE PROVIDER, PROVISION OF SERVICES, SECONDMENT OF PERSONNEL AND RIGHT TO USE ASSETS	8
第三条  费用支付和开销报销	10
SECTION 3 PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES	10
第四条  双方责任	11
SECTION 4 RESPONSIBILITIES OF THE PARTIES	11
第五条 陈述与保证	13
SECTION 5 REPRESENTATIONS AND WARRANTIES	13
第六条 期限及终止	15
SECTION 6 TERM AND TERMINATION	15
第七条 知识产权	17
SECTION 7 INTELLECTUAL PROPERTY RIGHTS	17
第8条 保密	17
SECTION 8 CONFIDENTIALITY	17
第9条 遵守法律及中国法律变更	19
SECTION 9 COMPLIANCE WITH LAW AND CHANGE IN PRC LAW	19
第10条 管辖法律及争议解决	19
SECTION 10 GOVERNING LAW AND DISPUTE RESOLUTION	19
第11条 不可抗力、关系、责任和赔偿	20
SECTION 11 FORCE MAJEURE, RELATIONSHIP, LIABILITY AND INDEMNITY	20
第12条 其他	22
SECTION 12 MISCELLANEOUS	22

2

本独家业务服务协议（下称“本协议”）由以下双方于2019年3月14日签署：

THIS EXCLUSIVE SERVICES AGREEMENT (this “Agreement”) is made on 14th  March,2019

BETWEEN:

(1)万达体育有限公司，一家依照中国（定义见第1.1节）法律设立和存续的有限责任公司，注册地址为广州市花都区新华街天贵路67号办公楼1层101（“公司”）；

Wanda Sports Co. Ltd. (万达体育有限公司), a limited liability company organized and existing under the laws of the PRC (as defined in Section 1.1), with its legal address at Rm101,1/F, 67 Tiangui Road, Xinhua Street, Huadu District, Guangzhou (the “Company”); and

(2)盈方体育传媒（中国）有限公司，一家依照中国法律设立和存续的外商独资企业，注册地址为北京市朝阳区东三环北路霞光里18号佳程广场A座11层B60（“服务提供方”）。

Infront Sports Media (China) Co., Ltd.（盈方体育传媒（中国）有限公司）, a wholly foreign-owned company organized and existing under the laws of the PRC, with its legal address at B60, 11/F, Tower A, Gateway Plaza, No. 18 Xiaguangli, North Road East Third Ring, Chaoyang District, Beijing (the “Service Provider”).

公司和服务提供方在本协议中各称为“一方”，合称为“双方”。

The Company and the Service Provider are herein referred to individually as a “Party” and collectively as the “Parties.”

鉴于：

RECITALS:

(A)公司在中国境内从事公司业务（定义见下文）。

The Company engages in the Company Business (as hereinafter defined) in the PRC.

(B)受限于本协议的条款和条件，服务提供方同意（i）授予公司非独家使用服务提供方特定资产（定义见下文）的权利以便于公司业务的运营，及（ii）向公司提供与运营公司业务相关的服务（定义见下文）。

Subject to the terms and conditions of this Agreement, the Service Provider agrees to (i) grant to the Company the non-exclusive right to use certain Assets (as hereinafter defined) of the Service Provider for the Company’s operation of the Company Business and (ii) to provide the Services (as hereinafter defined) to the Company in connection with the Company’s operation of the Company Business.

3

同意：

AGREEMENT:

第一条 释义

SECTION 1
INTERPRETATION

1.1在本协议中，除另有约定：

In this Agreement, unless the content otherwise requires:

“关联方”就某一人士而言，指直接或间接控制该人士、受控于该人士、与该人士共同受控于某一人士的其他人士。”控制”指直接或间接拥有指导该人士的管理或政策的权力，无论是通过拥有有投票权的证券、合同还是通过其他方式，包括（x）拥有在该人士的股东大会上的投票权的比例超过50%；（y）拥有主导超过50%的此等投票权的行使的权利；或者（z）拥有直接或间接指定该人士的董事会或相似机关多数席位的权力。“被控制”具有与上述内容相应的含义。

“Affiliate” of a Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and includes (x) ownership directly or indirectly of more than 50% of the shares in issue or other equity interests of such Person, (y) possession directly or indirectly of more than 50% of the voting power of such Person or (z) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such Person, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“资产”指设备、软件和硬件、建筑物、厂房、设施、备用配件及其他服务提供方为公司运营公司业务而开发、取得或以其他方式获取的物品。

“Assets” means the equipment, software and hardware, buildings, plant, facilities, spare parts and other items developed, procured or otherwise acquired by the Service Provider in connection with the Company’s operation of the Company Business.

“工作日”指在中国不是周六、周日或其他公共假期的任何日子。

“Business Day” means any day other than a Saturday or Sunday or public holiday in the PRC.

“商业计划”指年度商业计划和预算，包括财务预算、资本投入及支出和借贷计划，以及与运营公司业务相关的费用和支出的预测。

“Business Plan” means the annual business plan and budget, including a financial budget, a plan for capital investments and dispositions and borrowings, and forecasts of expenses and earnings in connection with the operation of the Company Business.

4

“公司业务”指广播电视节目制作、赛事转播服务、游泳馆、体育项目投资与管理、体育赛事运营、体育营销策划服务、体育运动咨询服务、体育经纪人、运动场馆服务、体育培训、体育组织、竞技体育科技服务、服装批发与零售、体育用品及器材批发与零售、体育器材装备安装服务及其他中国境内相关业务。

“Company Business” means the business of radio and television programme production, sports broadcasting services, natatorium, sports events investment and management, organizing and marketing sports events, sports marketing services, sports consulting services, sport agent, sports venue services (except the natatorium), sports training, competitive sports technology services, garment wholesale and retail business, sporting goods and equipment wholesale and retail business, sports equipment rental business, sports equipment facilities installation business and related activities in China and associated business.

“保密信息”指服务提供方根据本协议条款向公司披露的所有工艺、专有技术、技巧、软件、专有数据库、商业秘密、贸易惯例、方法、说明、设计和其他专有信息，以及本协议条款和其他机密的业务和技术信息。

“Confidential Information” means all technology, know-how, techniques, software, proprietary databases, trade secrets, trade practices, methods, specifications, designs and other proprietary information disclosed by the Service Provider to the Company under the terms of this Agreement or otherwise, as well as the terms of this Agreement and other confidential business and technical information.

“知识产权”指所有现在和将来的知识产权，包括专利、商标、服务标识及相关商誉、注册外观设计、外观设计专利、保密信息、域名、实用新型、版权、发明、品牌名称和商业名称及其他位于任何国家的任何类似权利及自前述任何一项所获之利益，在任何情况下，无论该等权利已注册或未注册，包括申请授予上述权利及在世界任何地区申请上述权利。

“Intellectual Property Rights” means all present and future intellectual property rights including all present and future: patent, trademarks, service marks and all goodwill associated therewith, registered designs, design patents, Confidential Information, domain names, utility models, copyrights, inventions, brand names and business names and any similar rights situate in any country and the benefit of any of the foregoing, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and the right to apply for any of the foregoing in any part of the world.

“人士”指个人、公司、合资公司、企业、合伙、信托、非法人团体、有限责任公司、政府或其任何部门或机构，或任何其他实体，不论是否具有独立法人资格。

“Person” means an individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, government or any department or agency thereof, or any other entity, whether or not having separate legal personality.

5

“中国”指中华人民共和国，就本协议而言，不包括香港特别行政区、澳门特别行政区和台湾。

“PRC” means the People’s Republic of China, for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan.

“服务”指在本协议有效期内，服务提供方向公司提供的全面业务支持、技术服务和咨询服务，包括所有在公司业务范围内由服务提供方不时决定的全部或部分服务，包括但不限于以下内容：管理服务、人力资源服务、行政服务、技术服务、网络支持、业务咨询、设备或租赁、市场咨询、产品研发和系统维护，及双方不时同意的其他服务。

“Services” means complete business support and technical and consulting services provided by the Service Provider to the Company during the term of this Agreement, which may include all or part of the services within the scope of the Company Business as may be determined from time to time by the Service Provider, including, but not limited to management services, human resources services, administrative services, technical services, network support, business consultations, equipment or leasing, marketing consultancy, product research and development, system integration, and other services agreed between the Parties from time to time.

“分包商”指服务提供方为执行本协议及其附件所列服务雇佣的任何人士、公司、企业、独立承包商或供应商。

“Subcontractor” means any Person, corporation, enterprise, independent contractor or vendor contracted by the Service Provider to carry out any of the Services specified in this Agreement and its Schedules.

“交易文件”指于本协议签署日由一方或多方签署的本协议、独家购买权协议、质押协议和授权委托书的合称。

“Transaction Documents” means collectively, this Agreement and the Exclusive Call Option Contract, the Pledge Contract and the Power of Attorney, in each case, dated hereof and entered into by one or more of the Parties.

1.2本协议其他条款定义的术语

本协议定义的以下术语如下所示：

“协议”	序言
“变更”	9.2条
“CIETAC”	10.2条
“公司”	序言
“生效日 “	6.1条
“不可抗力时间”	11.1(a)条
“受影响方”	11.1(a)条

6

“新规”	9.2条
“一方” 或 “双方”	序言
“接收方”	8.2条
“服务费”	3.1条
“服务提供方”	序言

Terms Defined Elsewhere in this Agreement.  The following terms are defined in this Agreement as follows:

“Agreement”	Preamble
“Change”	Section 9.2
“CIETAC”	Section 10.2
“Company”	Preamble
“Effective Date”	Section 6.1
“Event of Force Majeure”	Section 11.1(a)
“Hindered Party”	Section 11.1(a)
“New Provision”	Section 9.2
“Party” or “Parties”	Preamble
“Recipients”	Section 8.2
“Service Fees”	Section 3.1
“Service Provider”	Preamble

1.3解释

在本协议中，除非上下文另有约定：

Interpretation. In this Agreement, unless the context otherwise requires:

(a)直接或间接。“直接或间接” 一语指直接或间接通过一个或多个中间人或通过合同或其他法律安排。“直接的或间接的”具有相应的意思。

Directly or Indirectly.  The phrase “directly or indirectly” means directly or indirectly through one or more intermediate persons or through contractual or other legal arrangements, and “direct or indirect” has the correlative meaning.

(b)标题。标题只是为了方便起见，不影响本协议的任何条款的构建。

Headings.  Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.

(c)本协议中、本协议下等术语。“本协议中”、“本协议下”、“本协议项下”和以及具有类似含义的术语，是指整个协议，而不是指本协议任何特定的章节。

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Hereof, Hereunder, etc.  The words “hereof,” “hereunder” and “hereto,” and words of like import, refer to this Agreement as a whole and not to any particular Section hereof.

(d)包括但不限于。“包括”、“包含”以及类似的表达不是限制性的表达，应当理解为后面跟随 “但不限于”一词。

Include not Limiting.  “Include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”.

(e)性别和数量。除非上下文另有要求，否则所有单词(不论是性别特定的还是性别中性的)应被视为包括每个男性、女性和中性性别，表示为单数的单词包括复数，反之亦然。

Gender and Number.  Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

第二条  委任服务提供方、服务提供方式、人员借调和资产使用权

SECTION 2
APPOINTMENT OF SERVICE PROVIDER, PROVISION OF SERVICES, SECONDMENT OF PERSONNEL AND RIGHT TO USE ASSETS

2.1委任服务提供方。公司委任服务提供方作为独家服务提供商为公司提供服务。公司不得委任除服务提供方外的任何人士向公司提供与服务相同或类似的服务。

Appointment of Service Provider.  The Company engages the Service Provider as the exclusive provider of the Services to the Company.  The Company shall not engage any Person other than the Service Provider to provide services that are the same as, or similar to, the Services.

2.2服务提供方式。服务提供方应向公司提供服务，以促进公司运营公司业务。双方同意必要时公司应与服务提供方或服务提供方指定的其他方进一步签订技术服务协议、管理咨询服务协议或其他商业服务协议，以便进一步明确具体明确服务提供方向公司提供的服务的类别、范围及期限。

Provision of Services.  The Service Provider shall provide the Services to the Company for the purpose of facilitating the Company’s operation of the Company Business. The Parties agree that during the term of this Agreement, where necessary, the Company shall enter into further technical service agreements, management consulting service or other commercial services agreements with the Service Provider in order to further describe the full range, scope and duration of the Services to be provided to the Company.

2.3人员借调。服务提供方可以根据本协议约定的条款和条件或由双方书面同意的其他方式，向公司借调人员。

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Secondment of Personnel.  The Service Provider may second personnel for full-time employment by the Company on the terms and conditions specified herein or as otherwise agreed to by the Parties in writing.

2.4关联方或分包商提供服务。虽然服务提供方同意主要负责提供服务，同时服务提供方应被允许聘请服务提供方的任何关联方或分包商履行本协议约定的任何服务。由前述关联方或分包商承担或提供的任何服务应被视为由服务提供方依据本协议约定而提供的服务。

Use of Affiliates or Subcontractors.  While the Service Provider agrees to be primarily responsible for the provision of the Services, the Service Provider shall be permitted to engage and pay any Affiliate or Subcontractor of the Service Provider to perform any of the Services contemplated in this Agreement.  Any Services assumed or provided by such Affiliates or Subcontractors engaged by the Service Provider shall be treated as the Services provided by the Service Provider pursuant to this Agreement.

2.5资产取得。若公司运营公司业务所必要且经服务提供方同意，服务提供方应购买、取得、开发和获取特定资产供公司使用。公司于此被授予非独家使用服务提供方该等资产的权利，但公司应遵守本协议的条款和条件以及服务提供方不时确定的其他条款和条件。

Procurement of Assets.  If necessary for the Company to operate the Company Business and agreed by the Service Provider, the Service Provider shall purchase, acquire, develop and procure certain Assets for use by the Company.  The Company is hereby granted the non-exclusive right to use such Assets of the Service Provider, subject to the terms and conditions of this Agreement and to such further terms and conditions as may be determined from time to time by the Service Provider.

2.6公司融资需求。若公司为其运营公司业务需要融资，所需融资金额及融资方式应经服务提供方书面同意。在适当情形下，若法律允许，服务提供方可以（但无义务）按双方确定的条件向公司提供或安排部分或全部融资金额（如服务提供方可确定该等金额）。

Financial Requirement of the Company.  If the Company need necessary financing for it to operate the Company Business, the amount of financing required and the method of providing such financing shall be agreed by the Service Provider in writing.  Where appropriate and if permitted by law, the Service Provider may (but shall not be obliged to) provide or arrange to be provided some or all of such financing (as the Service Provider may determine) to the Company on such terms as shall be determined by the Parties.

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第三条  费用支付和开销报销

SECTION 3PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES

3.1服务费。考虑到服务提供方提供的服务及同意公司使用资产的许可，公司应向服务提供方支付的服务费（“服务费”）为公司净利润的 100%（经服务提供方同意可调整）。

Service Fee.  In consideration of the provision of the Services by the Service Provider and the permission to allow the Company to use the Assets, the Company shall pay to the Service Provider service fees (the “Service Fees”), the amount of which shall be equal to 100% of the net profit of the Company (the amount can be adjusted by consent of the Service Provider).

3.2支付日。双方同意，公司每年应按双方协商确定的日期向服务提供方支付服务费。公司应向服务提供方提供一份与该年度相关的服务费报表。受限于第3.3条之约定，服务提供方应根据公司报表开具服务费发票。

Payment Date.  The Parties agree that the Company shall pay the Service Fees to the Service Provider each calendar year on the date agreed upon by the Parties. The Company shall provide a statement of the Service Fees incurred with respect to such calendar year to the Service Provider.  Subject to Section 3.3, the Service Provider shall issue an invoice for the Service Fees in accordance with the Company’s statement.

3.3付款。公司应在收到服务提供方根据第3.2条开具的发票后十（10）日内通过银行转账方式向服务提供方账户划入立即可用资金。服务提供方应将其银行账户详情及任何变更信息告知公司。双方同意服务提供方可不时通过书面通知公司的方式变更其上述银行账户信息。

Payment.  The Company shall pay the Service Fees to the Service Provider through bank transfers of immediately available funds to Service Provider’s account within ten (10) days after receipt of the Service Provider’s invoice pursuant to Section 3.2.  The Service Provider shall notify the Company as to the particulars of its bank account and any change to the particulars of its bank account.  The Parties agree that the Service Provider may amend the foregoing bank account information by written notice to the Company from time to time.

3.4财务报表和审计。公司应维持会计制度，按照健全的商业惯例建立及管理，按国际公认会计准则编制财务报表，服务提供方应协助公司维护该等制度并协助编制该等报表。公司将于每个日期季度结束后三十（30）日内向服务提供方送交公司财务报表及其他报告，以便服务提供方核实公司为运营公司业务应付的款项及服务费金额。在合理通知公司且在正常办公时段的某一合理时间，公司应允许服务提供方和/或其指定的一位或多位代理人审计公司相关账簿和记录，以核实服务费金额。服务提供商核查或审计的每一时期的服务费均应根据本第3.4条约定的核实结果进行调整。

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Financial Statements and Audit.  The Company shall maintain a system of accounting, established and administered in accordance with sound business practices, to permit preparation of financial statements in conformity with international generally accepted accounting principles, and the Service Provider shall assist the Company in maintaining such systems and preparing such statements.  The Company will deliver to the Service Provider the financial statements and other reports of the Company within thirty (30) days after the end of each calendar quarter in order for the Service Provider to verify the amounts payable by the Company for the operation of the Company Business and the amounts of the Service Fees.  The Company shall permit the Service Provider and/or its designated agent or agents, upon reasonable notice and at reasonable times during regular business hours, to audit the Company’s relevant books and records for the purpose of verifying the amount of the Service Fees.  The Service Fees for each period for which the Service Provider has conducted such review or audit shall be adjusted in accordance with the result of the verifications referred to in this Section 3.4.

3.5记录。服务提供方应保存并维持准确账簿及记录，包括服务提供方因提供服务及资产而发生的全部费用的发票。

Records.  The Service Provider shall keep and maintain accurate records, including all invoices for all expenses incurred by the Service Provider in or with respect to the performance or provision of the Services and the provision of the Assets.

3.6货币。所有需支付的款项均应以人民币支付。

Currency.  All payments required to be made hereunder shall be made in Renminbi.

第四条  双方责任

SECTION 4
RESPONSIBILITIES OF THE PARTIES

4.1公司责任。除本协议其他条款约定的公司责任外，公司还应承担如下责任：

Responsibilities of the Company.  In addition to its responsibilities set forth elsewhere in this Agreement, the Company shall have the following responsibilities:

(a)在服务提供方的协助下，准备商业计划；

with the assistance of the Service Provider, to prepare the Business Plan;

(b)在服务提供方的协助下，拓展公司业务；

with the assistance of the Service Provider, to develop the Company Business;

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(c)向服务提供方提供其认定的为提供本协议项下的服务所必须的或有助益的任何内容、技术或其他信息以及对相关设施的访问权；

to provide to the Service Provider any content, technical or other information and access to relevant facilities that the Service Provider believes to be necessary or useful in the provision of the Services under this Agreement;

(d)根据商业计划和服务提供方的建议及指引运营公司业务；

to operate the Company Business in accordance with the Business Plan and the recommendations and guidelines of the Service Provider;

(e)以有效、审慎及合法方式运营公司业务；

to manage the Company Business in an efficient, prudent and lawful manner;

(f)协助服务提供方，在服务提供方为有效履行本协议义务和责任所必须的事项上给予全面配合；

to assist the Service Provider and render to the Service Provider its full cooperation in all matters necessary for the Service Provider to carry out its duties and obligations under this Agreement effectively;

(g)协助服务提供方与中国省级或地方政府部门、机构或其他实体建立并维系关系，以便服务提供方提供服务及取得全部所需许可、牌照、同意及授权；

to assist the Service Provider in commencing, establishing and maintaining relationships with departments, agencies and other entities of the PRC government and provincial and local governments for the provision of the Services and obtaining all permits, licenses, consents and authorizations required therefor;

(h)在本协议期限内确保公司根据本协议第5条做出的陈述及保证的准确性及有效性；

to maintain the accuracy and effectiveness of each of the representations and warranties made by the Company under Section 5 hereof during the term of this Agreement;

(i)维持运营公司业务所需的全部权利、牌照、授权的有效性和完整效力；及

to maintain the validity and full force and effect of all rights, licenses and authorizations required for it to operate the Company Business; and

(j)履行本协议项下的义务及其他公司作为合同一方缔结的合同。

to perform its obligations under this Agreement and any other relevant contract to which it is a party.

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4.2服务提供方责任。除本协议其他条款约定的服务提供方责任外，服务提供方还应承担如下责任：

Responsibilities of the Service Provider.  In addition to its responsibilities set forth elsewhere in this Agreement, the Service Provider shall have the following responsibilities:

(a)以有效方式向公司提供服务，收到公司请求后迅速勤勉地向公司提供建议或帮助；

to provide the Services to the Company in an efficient manner and to respond promptly and diligently to requests from the Company for advice or assistance;

(b)负责准备与公司业务相关的商业计划；

to prepare the Business Plan in connection with the Company Business;

(c)负责拓展公司业务；及

to develop the Company Business; and

(d)履行本协议项下的义务及其他服务提供方作为合同一方缔结的合同。

to perform its obligations under this Agreement and any other relevant contract to which it is a party.

第五条 陈述与保证

SECTION 5
REPRESENTATIONS AND WARRANTIES

5.1公司陈述与保证。公司向服务提供方陈述、保证如下：

Representations and Warranties of the Company.  The Company represents and warrants to the Service Provider as follows:

(a)公司是按照中国法律合法成立并有效存续的有限责任公司；

it is a limited liability company duly organized and validly existing under the laws of the PRC;

(b)公司拥有签署并履行本协议义务的全部公司权力。本协议一经签署，即构成公司的合法、有效和有约束力的义务，依本协议之条款可强制执行；

it has full corporate power to execute and deliver this Agreement and to perform fully its obligations hereunder.  Once executed, this Agreement shall constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms;

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(c)公司已获得在本协议期限内运营公司业务所需的全部许可、牌照、授权和批准，并确保该等许可、牌照、授权和批准在本协议期限内持续有效且具备法律效力，在本协议期限内无需其他许可、牌照、授权或批准以运营公司业务；

it possesses each and all of the permits, licenses, authorizations and approvals necessary for it to operate the Company Business for the term of this Agreement, will ensure that all such permits, licenses, authorizations and approvals will remain valid and legally effective throughout the term of this Agreement, and it requires no other license, permit, authorization or approval in order to operate the Company Business during the term of this Agreement;

(d)公司已经并将持续遵守所有适用中国法律法规，公司并不知悉任何违反中国法律法规或禁止公司履行本协议义务的情形；

it is, has been and will be in compliance with all applicable PRC laws and regulations and does not know of any circumstances which would be a breach of PRC laws or regulations or which would prohibit the Company from performing its obligations under this Agreement;

(e)履行本协议及其项下义务均不会造成对下述事项的违反或冲突：（i）任何营业执照或公司章程；（ii）适用于公司的任何政府机构或实体颁布的法律、法规、规章、授权或批准；或（iii）公司或其任何关联方作为缔约方或受约束的合同或协议；以及

neither the execution of this Agreement, nor the performance of the Company’s obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, (i) any provision of the business license or the articles of association of the Company, (ii) any law, rule, regulation, authorization or approval of any government agency or body applicable to the Company or (iii) any contract or agreement to which the Company or any of its Affiliates is a party or is subject; and

(f)不存在影响公司履行本协议项下义务或运营公司业务能力，或影响公司及其任何关联方已获得的牌照及许可的，已经发生且尚未了结的诉讼、仲裁或其他司法或行政程序，而且据公司所知无人威胁将采取上述行动。

there is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best knowledge of the Company, threatened against it or any of its Affiliates with respect to the licenses and permits granted to the Company or the subject matter of this Agreement or that would affect in any way the Company’s ability to enter into or perform this Agreement or the Company’s ability to operate the Company Business for the term of this Agreement.

5.2服务提供方陈述与保证。服务提供方向公司陈述、保证如下：

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Representations and Warranties of the Service Provider.  The Service Provider represents and warrants to the Company as follows:

(a)服务提供方是按照中国法律合法成立并有效存续的有限责任公司；

it is a limited liability company duly organized and validly existing under the laws of the PRC;

(b)服务提供方拥有签署并履行本协议义务的全部公司权力和授权。本协议一经签署，即构成服务提供方的合法、有效和有约束力的义务，依本协议之条款可强制执行；

it has full corporate power to execute and deliver this Agreement and to perform its obligations hereunder.  Once executed, this Agreement shall constitute valid, legal and binding obligation of the Service Provider, enforceable against the Service Provider in accordance with its terms;

(c)服务提供方履行本协议及其项下义务均不会造成对下述事项的违反或冲突：（i）任何营业执照或服务提供方章程；（ii）适用于服务提供方的任何政府机构或实体颁布的法律、法规、规章、授权或批准；或（iii）服务提供方作为缔约方或受约束的合同或协议；以及

neither the execution of this Agreement nor the performance of the Service Provider’s obligations hereunder will conflict with, or result in a breach of, or constitute a default under, (i) any provision of any business license or articles of association of the Service Provider, (ii) any law, rule, regulation, authorization or approval of any government agency or body applicable to the Service Provider or (iii) any contract or agreement to which it is a party or is subject; and

(d)不存在影响服务提供方履行本协议项下义务的能力的、已经发生且尚未了结的诉讼、仲裁或其他司法或行政程序，而且据其所知无人威胁将采取上述行动。

there is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best knowledge of the Service Provider, threatened against it with respect to the subject matter of this Agreement or that would affect in any way the Service Provider’s ability to enter into or perform this Agreement.

第六条 期限及终止

SECTION 6
TERM AND TERMINATION

6.1期限。本协议自签署日起生效（”生效日”），除本协议明确约定或服务提供方书面决定终止本协议，本协议永久有效。

Term.  This Agreement shall become effective on the date hereof (the “Effective Date”) ，Except as otherwise provided herein or the Service Provider to terminate

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by given written notice to the Company, this Agreement shall remain effective for perpetual.

6.2如在本协议有效期内，任何一方的营业期限届满，则该方应及时续展其营业期限，以使本协议得以继续有效和执行。如一方续展经营期限之申请未获得任何主管部门批准或同意，则本协议于该方经营期限届满之时终止。为避免疑义，各方同意，服务提供方有权决定公司续展营业期限。

During the term of this Agreement, if the term of operation of a Party expired, such Party shall apply to extend the term of operation promptly to execute and implemented this Agreement. If such Party’s application has not been approved or authorized by the competent authority, this Agreement shall be terminated upon the expiration of the term of operation of such Party. For the avoidance of doubt, the Parties hereby agree the Service Provider shall have the right to determine the extension of the term of operation of the Company.

6.3终止。经事先一（1）个月书面通知公司，服务提供方可自行终止本协议。发生下述任一事项，服务提供方可在发送书面通知后立即终止本协议：

Termination.  The Service Provider may in its sole discretion terminate this Agreement upon giving one (1) month’s prior written notice to the Company.  Upon the occurrence of any of the following events, the Service Provider may terminate this Agreement immediately upon the Service Provider’s sending of a written notice to such effect:

(a)公司未能遵守本协议的义务、条款及条件，且未在收到服务提供方发出的书面通知后三十（30）个日历天内更正；或者

the Company fails to comply with any of the obligations, provisions and conditions hereof, and it fails to correct any default within thirty (30) calendar days after the Service Provider has given the Company a written notice thereof; or

(b)公司不再运营公司业务，资不抵债或破产、是解散或清算程序的对象，或无法清偿到期债务或依据法律程序被注销。

the Company ceases to operate the Company Business, becomes insolvent or bankrupt, is the subject of proceedings for liquidation or dissolution, or becomes unable to pay its debts as they become due or is dissolved in accordance with law.

6.4终止的效力。本协议由于任何原因提前终止或期满并不免除任何一方在本协议终止或期满前到期的本协议项下所有的付款义务（包括但不限于服务费），也不免除本协议终止前发生的任何违约责任。

Effect of Termination.  The early termination or expiration of this Agreement for whatever reason shall not relieve either Party of its obligation to pay all amounts that become due under this Agreement prior to such termination or expiration (including any Service Fees and reimbursable expenses provided herein), of its indemnification

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or warranty obligations hereunder or of liability for any breach of this Agreement prior to such termination or expiration.

6.5继续有效。本协议终止后，第7.2条、第8条、第9.1条、第10条、第12.1条及本第6条继续有效。

Survival.  The provisions of Section 7.2, Section 8, Section 9.1, Section 10, Section 12.1 and this Section 6 shall survive the termination of this Agreement.

第七条 知识产权

SECTION 7
INTELLECTUAL PROPERTY RIGHTS

7.1创设权利。除双方另有约定外，服务提供方应拥有公司在运营公司业务时新设或获取的知识产权。公司应签署所有文件并采取一切必要行动确保服务提供方作为该等知识产权的权利人。公司不得对服务提供方持有该等知识产权提出异议，亦不得申请注册，或试图以其他方式获取该等知识产权。

Rights Created.  Except as otherwise agreed to by the Parties, the Service Provider shall own all Intellectual Property Rights created or acquired by the Company in the operation of the Company Business.  The Company shall sign all documents and take all actions necessary for the Service Provider to become the owner of such Intellectual Property Rights.  The Company shall not contest the Service Provider’s ownership of all such Intellectual Property Rights, and will not apply to register, or attempt to acquire or otherwise obtain any such Intellectual Property Rights.

7.2名称、商标和标识。未经服务提供方事先书面批准，公司不得使用服务提供方的名称、商标、标识、域名或其任何变体，或在任何广告、宣传材料、新闻稿或其他任何宣传事项中暗示任何与上述名称相关的词语。

Names, Trademarks and Logos.  The Company shall not use the Service Provider’s name, trademark, logo, domain name or any variations thereof, or language from which any connection of said names may be implied in any advertising, sales promotion materials, press releases or any other publicity matters without the Service Provider’s prior written approval.

第8条 保密责任

SECTION 8
CONFIDENTIALITY

8.1一般义务。在本协议有效期及之后的任何时间，公司应：

General Obligation.  During the term of this Agreement and at any time thereafter, the Company shall:

(a)对保密信息予以保密；

keep the Confidential Information confidential;

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(b)除事先获得服务提供方书面同意或根据本协议第8.2条及8.3条进行披露外，不得向任何第三方披露保密信息；以及

not disclose the Confidential Information to any third party other than with the prior written consent of the Service Provider or in accordance with Sections 8.2 and 8.3; and

(c)不得将保密信息用于除履行交易文件项下义务外的其他目的。

not use the Confidential Information for any purpose other than the performance of its obligations under the Transaction Documents.

8.2向接收方披露。在按需知密的基础上且在为履行本协议的必要程度内，公司可向其关联方及关联方各自董事、高级职员、经理、员工、法律顾问、财务顾问或专业顾问（统称“接收方”）披露保密信息。

Disclosure to Recipients.  The Company may disclose the Confidential Information to its Affiliates and its and its Affiliates’ respective directors, officers, managers, employees, legal, financial and professional advisors (collectively, the “Recipients”), on a need to know basis, to the extent necessary for the implementation of this Agreement.

8.3接收方责任。公司及股东应尽最大努力确保每一接收方均知悉并遵守公司及股东在本协议项下的保密义务，如同接收方是本协议缔约方一样。

Recipient’s Obligations.  The Company shall use its best efforts to ensure that each Recipient is made aware of, and complies with the obligation of confidentiality of the Company in respect of the Confidential Information under this Agreement as if the Recipient were a party to this Agreement.

8.4例外。本协议第8.1款不适用于下列情形：

Exceptions.  The provisions of Section 8.1 shall not apply to:

(a)非因公司或任何接收方违反本协议而进行的披露或指示，已为公众可普遍获得的保密信息；

Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of the Company or any of the Recipients in violation of this Agreement;

(b)公司在任何适用的法律、法规或管理当局或交易所规则的要求下在所要求的范围内进行的披露；但此种披露应仅限于适用的法律或法规所要求的范围，且在可行的情况下，在作出披露之前应给予服务提供方对披露内容进行审查和评论的机会；及

disclosure by the Company to the extent required under any applicable laws, regulations, requirements of any regulatory authority or any applicable rules of any stock exchange; provided that such disclosure shall be limited merely to the extent required by applicable laws or regulations and, to the extent

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practicable, the Service Provider shall be given an opportunity to review and comment on the contents of the disclosure before it is made; and

(c)公司在适用的法律或政府规章或司法、监管程序所要求的范围内作出的披露或所作出的与任何由本协议引起的或与本协议有关的任何法律诉讼、起诉或程序有关的司法、监管或仲裁程序有关的披露；但此类披露应仅限于适用的法律或法规所要求的范围，且在可行的情况下，在作出披露之前应给予服务提供方对披露内容进行审查和评论的机会。

disclosure by the Company to the extent required by applicable laws or governmental regulations or judicial or regulatory process or in connection with any judicial, regulatory or arbitration process regarding any legal action, suit or proceeding arising out of or relating to this Agreement; provided that such disclosure shall be limited merely to the extent required by applicable laws or regulations and, to the extent practicable, the Service Provider shall be given an opportunity to review and comment on the contents of the disclosure before it is made.

第9条 遵守法律及中国法律变更

SECTION 9COMPLIANCE WITH LAW AND CHANGE IN PRC LAW

9.1遵守法律及法规。双方应遵守并确保其运营完全符合中国所有正式颁布并可公开查阅的国家级、省级及地方法律法规。

Compliance with Laws and Regulations.  The Parties shall comply with, and shall ensure that their operations are in full compliance with, all officially published and publicly available state, provincial, and local laws and regulations of the PRC.

第10条 管辖法律及争议解决

SECTION 10GOVERNING LAW AND DISPUTE RESOLUTION

10.1管辖法律。本协议的签署、生效、解释、履行和本协议项下的争议解决均受中国法律管辖。若中国正式颁布并可公开查阅的法律未涵盖特定事项，则适用国际法原则及政策。

Governing Law.  The execution, validity, interpretation and performance of and resolution of disputes under this Agreement shall be governed by the laws of the PRC.  When the officially published and publicly available laws of the PRC do not cover a certain matter, international legal principles and policies shall apply.

10.2争议解决。由本协议引起的或与本协议履行、解释、违约、终止或效力相关的任何争议、冲突或索赔，应首先通过友好协商解决。于一方向其他方发出一份载明争议、冲突或索赔种类的详细通知后，双方应立即开始协商。除双方另有约定外，若争议未能在上述书面通知发出后30日内解决，任何一方有权将争议递交至中国国际经济贸易仲裁委员会（ “CIETAC”）按其届时有效

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的仲裁规则进行仲裁。双方应共同指定一名仲裁员，各方可不在仲裁员名单中选择该仲裁员。若在任何一方发出仲裁通知之日起二十（20）日内，双方无法就指定一名同意参加仲裁的仲裁员达成一致，应由CIETAC指定仲裁员。仲裁程序应以中文进行，仲裁地点应在北京。仲裁裁决是终局的，对双方具有约束力。

Dispute Resolution.  Any dispute, controversy or claim arising out of or in connection with this Agreement, or the implementation, interpretation, breach, termination or validity hereof shall be first resolved through friendly consultation.  Such consultation shall commence immediately after a Party delivers to the other Party a written notice detailing the nature of the dispute, controversy or claim.  If the dispute cannot be resolved within 30 days following the delivery date of the above notice, either Party may submit such dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with the rules of CIETAC in effect at the time of the arbitration unless otherwise agreed hereunder.  There shall be a single arbitrator jointly appointed by the Parties.  Such arbitrator shall be freely selected and the Parties shall not be limited in their selection to any prescribed list.  If the Parties do not agree to appoint an arbitrator who has consented to participate within twenty (20) days after the issuance of a notice of arbitration by either Party, CIETAC shall appoint an arbitrator.  Arbitration proceedings shall be in Chinese and shall take place in Beijing, China.  The arbitration decision shall be final and binding upon the Parties.

第11条 不可抗力、关系、责任和赔偿

SECTION 11FORCE MAJEURE, RELATIONSHIP, LIABILITY AND INDEMNITY

11.1不可抗力。

Force Majeure.

(a)不可抗力事件。若由于地震、台风、洪水、火灾、流行病、战争、暴乱及其他类似军事行动、内乱和罢工、怠工、禁运、征用、禁令或政府的其他限制类行为，或其他任何无法预见且受影响方无法防止亦无法避免的不可抗力事件（“不可抗力事件”），而致使本协议任何一方不能履行或不能完全履行本协议项下义务（“受影响方”），则在满足下述条件的情形下，上述受不可抗力影响的一方不承担违约责任：

Event of Force Majeure.  A Party who cannot perform its obligations under this Agreement (the “Hindered Party”) in full or in part as a direct result of an event that is unforeseeable and of which the occurrence and consequences cannot be prevented or avoided, such as earthquakes, typhoons, floods, fires and other natural disasters, wars, insurrections and similar military actions, civil unrest and strikes, slowdowns, embargoes, expropriation, injunctions or other restraints and actions of government, or any other causes preventing such performance (an “Event of Force Majeure”), shall not be deemed to be in breach of this Agreement if all of the following conditions are met:

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(i)不可抗力事件是中断、阻碍或延迟受影响方履行本协议项下义务的直接原因；

the Event of Force Majeure was the direct cause of the stoppage, impediment or delay encountered by the Hindered Party in performing its obligations under this Agreement;

(ii)受影响方已尽最大努力履行本协议约定的义务并减少因不可抗力事件造成的另一方损失；以及

the Hindered Party used its best efforts to perform its obligations under this Agreement and to reduce the losses to the other Party arising from the Event of Force Majeure; and

(iii)不可抗力事件发生时，受影响方立即通知另一方，并在不可抗力事件发生后十五（15）天内向另一方发出书面通知， 载明不可抗力事件详情，解释其此种不能履行、部分不能履行或需要迟延履行的原因。

at the time of the occurrence of the Event of Force Majeure, the Hindered Party immediately informed the other Party, providing written information on such event within fifteen (15) days of its occurrence, including a statement of the reasons for the delay in implementing or partially implementing this Agreement.

(b)若发生不可抗力事件，双方应根据此类事件的影响，以及受影响方是否应部分或全部解除其在本协议项下的义务，决定是否修订本协议。

If an Event of Force Majeure shall occur, the Parties shall decide whether this Agreement should be amended in light of the impact of such event upon the implementation hereof, and whether the Hindered Party should be partially or fully released from its obligations hereunder.

11.2独立缔约方关系。双方知悉服务提供方是独立当事人。除本协议另有约定，未经一方事先书面同意，任何一方无权力或权利对另一方信用进行约束、抵押或质押。一方应就其未遵守本条约定致使另一方遭受的任何损失、损害、责任、索赔、要求或处罚进行赔偿。

Independent Contractor Relationship.  The Parties acknowledge that the Service Provider is an independent contractor of the Company.  Except as otherwise provided herein, neither Party has the power or the right to bind, commit or pledge the credit of the other Party without the prior written consent of the other Party.  Each Party shall indemnify the other for any loss, damage, liability, claim, demand or penalty that may be sustained by the other Party by reason of such Party’s failure to comply with this provision.

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11.3责任和赔偿。

Liability and Indemnity.

(a)双方知悉并同意服务提供方不就服务或任何资产适用性向公司作出保证。服务提供方明确否认可能适用于服务或资产的所有保证。

The Parties acknowledge and agree that the Service Provider makes no warranty to the Company with respect to the Services or the fitness of any Assets.  The Service Provider expressly disclaims all warranties that may apply to the provision of the Services or the Assets.

(b)公司同意赔偿服务提供方因下述情形所承受、招致或宣称的任何和全部责任、义务、损失、损害、处罚、裁决、诉讼、支出、开销和赔偿：（i）公司于第5.1条作出的陈述与保证不准确或是虚假的或（ii）违反本协议项下的任何契约、保证或协议。

The Company agrees to indemnify the Service Provider for any and all liabilities, obligations, losses, damages, penalties, judgments, suits, costs, expenses and disbursements that may be imposed upon, incurred by or asserted against, the Service Provider, arising from or related to, (i) any inaccuracy or misstatement contained in the representations and warranties made by the Company under Section 5.1 above or (ii) any breach of any covenant, undertaking or agreement under this Agreement.

(c)在不违背第11.3（a）款和11.3（b）款的情形下，各方因其在本协议项下的疏忽或不作为行为所导致的另一方的任何损失、支出、索赔、伤害、责任或开销应限于实际发生的直接损害或损失，不应包括利润损失或间接损失。

Without prejudice to Sections 11.3(a) and 11.3(b) hereof, each Party’s liability to the other for any loss, cost, claim, injury, liability or expense relating to or arising out of any negligent act or omission in its performance of obligations arising out of this Agreement shall be limited to the amount of direct damages or losses actually incurred, which shall not include loss of profits or indirect or consequential loss.

第12条 其他

SECTION 12
MISCELLANEOUS

12.1通知。根据本协议所要求发出的所有通知和其他通信应以中文书写，并专人递送，由国际公认的快递服务或传真发至另一方的如下地址或另一方不时通过通知指定的其他地址。该等通知视为有效送达的日期应按如下方式确定：

Notice.  Notices or other communications required to be given by either Party pursuant to this Agreement shall be written in Chinese and delivered in person or sent by an internationally recognized courier service or by facsimile to the address of the other Party set forth below or to such other address as may from time to time

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be designated by the other Party through notification to such Party.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

(a)专人递送的通知以专人递送的日期为有效送达日期；

notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

(b)以国际公认的快递服务发出的通知在交付该快递服务处置后的第3个营业日视为有效送达；及

notices sent by an internationally recognized courier service shall be deemed effectively given on the third day after the date deposited with such courier service; and

(c)以传真方式发出的通知，传送（应以生成的相应传送确认信息为证）后的第一个营业日视为有效送达日期；

notices given by facsimile shall be deemed effectively given on the first day on which banks are generally open for business in the PRC following the date of transmission as indicated on the transmission confirmation slip of the document in question.

(i)向公司发出通知，地址：北京市朝阳区建国路93号万达广场B座9层

联系人：钱坤

办公电话：+86 10 85587855

If to the Company:

9/F, Tower B, Wanda Plaza, No.93 Jianguo Road, Chaoyang District, Beijing.

Attention:      Kun Qian
Direct Line: +86  10 85587855

(ii)向服务提供方发出通知，地址：北京市东城区法华寺街91号德必国际文化创意中心H栋

联系人：赵峰

办公电话：+86 10 88890899

If to the Service Provider:

Tower H, WE International Hub @ Temple of Heaven, No.91 Fahuasi Street Dongcheng District, Beijing.

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Attention:      Anne Zhao
Direct Line: +86 10 88890899

12.2可分割性。若本协议任一或多条规定根据法律或公共政策被裁定为无效、不合法或不可强制执行，但凡交易的经济实质或法律实质未对任何一方造成实质不利影响，则本协议其余规定应继续保持有效。一旦任一或多条规定被认定无效、不合法或不可强制执行，各方应通过诚意磋商，对本协议进行修订以便尽可能地促使各方原本意图有效，并以双方可接受的方式在最大程度上完善交易。

Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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 in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

12.3费用。除本协议另有约定，各方应自行支付本协议费用和附带支出，但若一方蓄意违反本协议，则违约方应向守约方赔偿与本协议相关的费用及支出。各方还应支付并承担本协议项下预期交易相关的对该方征收的任何税费。

Expenses.  Subject to any other provision to the contrary in this Agreement, each Party shall pay its own costs and disbursements of and incidental to this Agreement provided that if either Party intentionally and willfully breaches this Agreement, the non-breaching Party shall be indemnified by the breaching Party for all costs and disbursements related to this Agreement.  Each Party shall also pay and shall bear any tax liability imposed on such Party which arises out of or in connection with the transactions contemplated under this Agreement.

12.4弃权。除一方签署书面文件放弃本协议任何条款，对本协议任何条款的放弃均无效。一方怠于行使、未能行使任何权利、权力或救济不得视为对该等权力、权利或救济的放弃，任何单一或部分行使权力、权利或救济亦不得阻碍其进一步行使该等权力、权利或救济。不影响前述条款的情形下，对任意一方任一违约行为放弃行使权力均不应被视为是对其后发生的所有违约行为均放弃追究。

Waiver.  No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision.  No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.  Without limiting the foregoing, no waiver by either Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

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12.5完整协议。本协议及公司、服务提供方和/或公司股东于本协议签署的其他文件，构成双方就本事项达成的完整且唯一的协议，并取代在先的与本协议主旨有关的全部口头沟通、书面协议、合同、备忘录和通信。

Entire Agreement.  This Agreement, together with the other documents entered into by the Company, the Service Provider and/or the shareholders of the Company as of the date hereof, constitutes the complete and only agreement between the Parties on the subject matter hereof and replaces all previous oral or written agreements, contracts, understandings and communications of the Parties in respect of the subject matter of this Agreement.

12.6进一步保证。各缔约方同意为履行本协议条款及本协议之目的，迅速签署类似文件并采取可能需要的进一步行动。

Further Assurances.  Each Party agrees to expeditiously execute such documents and perform such further acts as may be required or desirable to carry out or to perform the provisions and purposes of this Agreement.

12.7转让。未经服务提供方事先书面同意，公司不得转让其在本协议项下的任何权利和义务。无需任何方同意，服务提供方有权转让其在本协议项下的任何权利和义务。

Assignment.  The Company may not assign any rights or transfer any obligations under this Agreement without the prior written consent of the Service Provider.  The Service Provider may assign any rights or transfer any obligations under this Agreement without the consent of any other Party.

12.8修订。除双方签署书面文件，本协议不得被修订、修改或补充。

Amendment.  This Agreement may not be amended, modified or supplemented except by a written instrument executed by the Parties.

12.9语言。本协议以中文和英文书就。两种语言具有同等法律效力。

Language.  This Agreement is executed in Chinese and English.  The two language texts shall have equal validity and legal effect.

12.10副本。本协议可签署一份或多份副本，任意副本均应视为同一协议并于缔约各方中的一方签署并向其他方交付时生效，各方理解无需签署同一副本。

Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same contract and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart.

[以下无正文]

[The remainder of this page is intentionally left blank]

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有鉴于此，双方已于本协议文首所述日期签署了本协议。

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

万达体育有限公司

Wanda Sports Co. Ltd.

(Company Chop)

/s/ Seal

盈方体育传媒（中国）有限公司

Infront Sports Media (China) Co., Ltd

(Company Chop)

/s/ Seal

[独家服务协议签字页]

[Signature Page to Exclusive Service Agreement]

EX-10.4

Exhibit 10.4

质押协议

PLEDGE CONTRACT

by

Beijing Wanda Culture Group Co., Ltd.

(北京万达文化产业集团有限公司)

Dalian Wanda Group Co., Ltd.

(大连万达集团股份有限公司)

and

Mr. Wang Jianlin

(王健林先生)

in favor of

Infront Sports Media (China) Co., Ltd

（盈方体育传媒（中国）有限公司）

Dated 14th March,2019

日期 ：2019年3月14日

TABLE OF CONTENTS

目录

第1条 释义	5
SECTION 1 INTERPRETATION	5
第2条 担保权益	7
SECTION 2 SECURITY INTERESTS	7
第3条 出质人承诺	9
SECTION 3 UNDERTAKINGS BY THE PLEDGOR	9
第4条 质押股份的处置	10
SECTION 4 DISPOSAL OF PLEDGED SECURITIES	10
第5条 终止	12
SECTION 5 TERMINATION	12
第6条 保密	13
SECTION 6 CONFIDENTIALITY	13
第7条 违约责任及救济	15
SECTION 7 DEFAULT AND REMEDIES	15
第8条 其他	15
SECTION 8 MISCELLANEOUS	15

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本质押协议（本”协议”）由下列各方于2019年3月14日签订:

THIS PLEDGE CONTRACT (this “Contract”) is made on 14th March, 2019：

AMONG:

(1)北京万达文化产业集团有限公司, 一家依据中国（定义见第1.1条）法律设立和存续的有限责任公司，注册地址为中国北京市通州区新华北街75号2001室（”万达文化”）

Beijing Wanda Culture Group Co., Ltd. (北京万达文化产业集团有限公司), a limited liability company organized and existing under the laws of the PRC (as defined in Section 1.1), with its legal address at #2001, No.75 Xinhua North Street, Tongzhou District, Beijing, PRC ( “Wanda Culture”)；

(2)大连万达集团股份有限公司，一家依据中国（定义见第1.1条）法律设立和存续的股份有限公司，注册地址为中国辽宁省大连市西岗区长江路539号（”万达集团”）;

Dalian Wanda Group Co., Ltd. (大连万达集团股份有限公司), a limited liability company organized and existing under the laws of the PRC (as defined in Section 1.1), with its legal address at [No. 539 Changjiang Road, Xigang District, Dalian, PRC] (“Wanda Group”);

(3)王健林先生，一位中国公民，其身份证号码为210202195410244995（”王先生”、万达文化和万达集团合称为”出质人”）；

Mr. Wang Jianlin (王健林先生), a PRC citizen with PRC ID Card number 210202195410244995  (the “Mr. Wang”, together with Wanda Culture and Wanda Group, the “Pledgors”); and

(4)盈方体育传媒（中国）有限公司，一家依据中国法律设立和存续的外商独资企业，注册地址为北京市朝阳区东三环北路霞光里18号佳程广场A座11层B60 (“质权人”）；以及

Infront Sports Media (China) Co., Ltd, a wholly foreign-owned company organized and existing under the laws of the PRC, with its legal address at B60, 11th Floor, Block A, Jiacheng Plaza, No. 18 Xiaguangli, East 3rd Ring North Road, Chaoyang District, Beijing (the “Pledgee”); and

(5)万达体育有限公司，一家依照中国法律设立和存续的有限责任公司，注册地址为广州市花都区新华街天贵路67号办公楼1层101（”公司”）。

Wanda Sports Co. Ltd. (万达体育有限公司), a limited liability company organized and existing under the laws of the PRC (as defined in Section 1.1), with its legal address at Rm101,1/F, 67 Tiangui Road, Xinhua Street, Huadu District, Guangzhou (the “Company”).

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在本协议中，公司、出质人和质权人各称”一方”，合称”双方”。

The Company, the Pledgors and the Pledgee are herein referred to individually as a “Party” and collectively as the “Parties”.

鉴于：

RECITALS:

(A)出质人分别持有公司85%、10%和5%的股权。

The Pledgors own 85%, 10% and 5%, respectively, of the equity interests in Company.

(B)出质人、质权人与公司于本协议签署日签订了独家购买权协议（”独家购买权协议”）。

The Pledgors, the Pledgee and the Company entered into an Exclusive Call Option Contract on the date hereof (the “Exclusive Call Option Contract”).

(C)公司与质权人于本协议签署日签订了独家服务协议（”独家服务协议”）。

The Company and the Pledgee entered an exclusive services agreement on the date hereof (the “Exclusive Services Agreement”).

(D)每个出质人均于本协议签署日签署了授权质权人的不可撤销的授权委托书（合称”授权委托书”，授权委托书与本协议、独家购买权协议和独家服务协议合称”交易文件”，单称”一份交易文件”）

Each of the Pledgors entered into an irrevocable power of attorney on the date hereof in favor of the Pledgee (collectively, the “Powers of Attorney”, together with this Contract, the Exclusive Call Option Contract and the Exclusive Services Agreement, the “Transaction Documents”, and each a “Transaction Document”).

(E)为了保证担保义务（定义如下）的履行，每个出质人同意，根据本协议规定的条款和条件，以质押股份（定义如下）上出质人的全部权利、所有权和股息（无论出质人现在所有的或之后取得的）授予一项担保权益和留置权。

In order to secure the performance of the Secured Obligations (as defined below), each Pledgor agrees to grant a security interest in and a lien over all of the Pledgor’s right, title and interest in and to the Pledged Securities (as defined below), whether now owned or hereafter acquired by the Pledgor, upon the terms and subject to the conditions of this Contract.

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同意：

AGREEMENT:

第1条 释义

SECTION 1
INTERPRETATION

1.1定义。本协议中未定义的所有大写词语具有独家购买权协议中相应词语的含义。在本协议中，除上下文另有要求，下列词语具有如下含义：

Definitions.  All capitalized terms not defined in this Contract have the meanings ascribed to them in the Exclusive Call Option Contract.  In this Contract, unless the context requires otherwise, the following terms shall have the following meanings:

“资产”指公司的所有资产，包括固定资产、现金资产、知识产权、持有的中国境内外任何人的股权以及公司签订的所有协议的收益（受限负担）以及其他有形和无形资产。

“Assets” means all the assets of the Company, including fixed assets, current assets, intellectual property rights, ownership of equity interests in any Person within or outside the PRC and the benefit (subject to the burden) of all contracts entered into by the Company and other tangible and intangible assets.

“权利负担”指（i）任何抵押、押记（无论是固定的或浮动的）、质押、留置、押汇、转让、信托契约、所有权保留、担保权益或就任何人的任何义务保证或者赋予优先支付权的任何其他类型的权利负担，包括交易授予的任何在法律未表述为授予担保但与在适用法律下的授予担保具有经济或财务上的相似效果的权利，（ii）任何租赁、转租、占用协议、地役权或授予任何人使用权或占用权的契约，(iii) 任何代理、授权委托、投票信托协议、权益、期权、优先购买权、任何人享有的谈判、拒绝或转让限制，以及（iv）对所有权、占有或使用的任何不利主张。

“Encumbrance” means(i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable law, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (iv) any adverse claim as to title, possession or use.

“人士”指个人、公司、合资企业、企业、合伙、信托、非法人团体、有限责任公司、政府或其任何部门或机构，或任何其他实体，无论是否具有独立法人资格。

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“Person” means an individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association, limited liability company, government or any department or agency thereof, or any other entity, whether or not having separate legal personality.

“质押股份”指出质人持有的以及出质人之后不时取得的表现为公司注册资本一定百分比的公司权益。

“Pledged Securities” means the interests in the Company held by a Pledgor, being a percentage of the registered capital of the Company, and hereafter acquired by the Pledgor in the Company from time to time.

“中国”指中华人民共和国，就本协议而言，不包括香港特别行政区、澳门特别行政区和台湾。

“PRC” means the People’s Republic of China, for the purposes of this Contract, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan.

“登记机关”指颁发公司营业执照的国家工商行政管理总局的相关分支机构。

“Registration Authority” means the relevant branch of the State Administration of Industry and Commerce that has issued the business license of the Company.

“担保义务”指出质人和公司在交易文件下的义务（包括按交易文件规定支付服务费以及履行交易文件项下的其他义务）。

“Secured Obligations” means the obligations of the Pledgors and the Company under the Transaction Documents（including to pay the Service Fees according to the Transaction Documents and to fulfill other obligations under the Transaction Documents）.

1.2解释。在本协议中，除上下文另有要求：

Interpretation.  In this Contract, unless the context otherwise requires:

(a)直接或间接。”直接或间接”一语指直接或间接通过一个或多个中间人或通过协议或其他法律安排。”直接的或间接的”具有相应的意思。

Directly or Indirectly.  The phrase “directly or indirectly” means directly or indirectly through one or more intermediate Persons or through contractual or other legal arrangements, and “direct or indirect” has the correlative meaning.

(b)标题。标题只是为了方便起见，不影响本协议的任何条款的构建。

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Headings.  Headings are included for convenience only and shall not affect the construction of any provision of this Contract.

(c)本协议中、本协议下等术语。”本协议中”、”本协议下”、”本协议项下”和以及具有类似含义的术语，是指整个协议，而不是指本协议任何特定的章节。

Hereof, Hereunder, etc.  The words “hereof”, “hereunder” and “hereto” and words of like import, refer to this Contract as a whole and not to any particular Section hereof.

(d)包括但不限于。”包括”、”包含”以及类似的表达不是限制性的表达，应当理解为后面跟着”但不限于”一词。

Include not Limiting.  “Include”, “including”, “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”.

(e)性别和数量。除非上下文另有要求，否则所有单词(不论是性别特定的还是性别中性的)应被视为包括每个男性、女性和中性性别，表示为单数的单词包括复数，反之亦然。

Gender and Number.  Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

第2条 担保权益

SECTION 2
SECURITY INTERESTS

2.1授予担保权益。为保证担保义务的迅速和充分履行，每个出质人特此向质权人授予无任何其他权利负担的拥有第一优先权的质押股份连续担保权益，自本协议签署之日起生效。

Grant of Security Interests.  As collateral security for the prompt and full performance of the Secured Obligations, and with effect from the date hereof, each Pledgor hereby grants to the Pledgee a continuing security interest of first priority in the Pledged Securities free of any other Encumbrance.

2.2登记。各出质人应当并应保证公司应当，在公司股东名册上记录本协议项下的担保权益的授予，并在质权人的请求下，将修改后的股东名册副本向登记机关登记，登记费用由质权人承担。

Registration.  Each Pledgor shall, and shall procure that the Company shall, record the grant of the security interest under this Contract in the share register of the Company and, if requested by the Pledgee, register a copy of the revised share register with the Registration Authority at the Pledgee’s costs.

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2.3指定为代理人。每个出质人在此无保留的不可撤销的指定质权人作为出质人的真实合法代理人，拥有完全替代权，以出质人的名义或其他方式：（a）执行和实施出质人在本协议下应当实施但未能实施的所有保证、行为、事情，或以其他方式实现本协议的目的和意图，（b）为了维持、保持或保护本协议设定的担保或者质权人根据本协议享有的任何权利、救济、权力或特权，采取质权人或其指定的任何人或代理人，在其全权决定下，合理确定为必要的或可取的任何及所有行为，以及（c）一般情况下，以出质人的名义行使根据本协议所享有的或本协议所赋予或保留给质权人的全部或任何权力、授权及酌情决定权，并且（在不损害任何前述的一般情况的情形下）执行、交付或以其他质权人认为行使该等权力、授权、或酌情决定权合适的方式完善任何契约、保证、协议、文件或行为。每个出质人在此同意追认并确 质权人或任何其指定的人或其代理人为实施根据本第2.3条授予质权人的代理权应做的或打算做的所有合法行为，该等授权，为安全起见，是不可撤销的。

Appointment as Attorney.  Each Pledgor hereby absolutely and irrevocably appoints the Pledgee as the Pledgor’s true and lawful agent and attorney-in-fact, with full power of substitution, in the name of the Pledgor or otherwise: (a) to execute and do all such assurances, acts and things which the Pledgor is required to do but has failed to do under this Contract or otherwise to effect the purposes and intent of this Contract, (b) to take any and all such actions as the Pledgee or any of its nominees or attorneys may, in its or their sole and absolute discretion, reasonably determine as necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Contract or any of the rights, remedies, powers or privileges of the Pledgee under this Contract, and (c) generally, in the name of the Pledgor, to exercise all or any of the powers, authorities and discretion conferred on or reserved to the Pledgee by or pursuant to this Contract, and (without prejudice to the generality of any of the foregoing) to execute and deliver or otherwise perfect any deed, assurance, agreement, instrument or act as the Pledgee may deem proper in or for the purpose of exercising any of such powers, authorities or discretion.  Each Pledgor hereby agrees to ratify and confirm all lawful acts the Pledgee or any of the Pledgee’s nominees or attorneys shall do or purport to do in the exercise of the power of attorney granted to the Pledgee pursuant to this Section 2.3, which power of attorney, being given for security, is irrevocable.

2.4违约前的权利。在第4.1条所指的任何事件发生之前，出质人无权行使质押股份上的表决权和分红权。一旦发生第4.1条所指的任何事件，出质人也不应享有任何表决权(除非在实施第4.2条规定的质押股份处置所需的范围内)或分红权。

Rights prior to Default.  Prior to the occurrence of any of the events referred to in Section 4.1, the Pledgors shall not have the right to exercise the voting rights and rights to dividend distribution attaching to the Pledged Securities. Upon the occurrence of any of the events referred to in Section 4.1, the Pledgor shall also not have any voting rights (except to the extent required to implement the disposal of the Pledged Securities under Section 4.2) or rights to dividend distribution.

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第3条 出质人承诺

SECTION 3
UNDERTAKINGS BY THE PLEDGOR

3.1有关质押股份的行为。每个出质人应将与质押股份有关的任何诉讼、起诉、索赔或法律、行政或仲裁程序或政府查询、行动或调查通知质权人。

Actions Regarding the Pledged Securities.  Each Pledgor shall inform the Pledgee of any actions, suits, claims or legal, administrative or arbitral proceedings or governmental enquiries, actions or investigations in relation to the Pledged Securities or the Assets.

3.2进一步保证。无论何时，经当质权人合理要求，每个出质人应迅速签署所有可能必要的或可取的其他文书，迅速落实其他可能必要的或可取的事宜，以便进一步和更充分地将本协议授予的或拟授予的全部权利、利益、权力、福利、特权和优惠授予质权人。在不影响前句通用性的前提下，如果质权人行使其在独家购买权协议下的权利，公司成为中国法律下的外商投资企业，则每个出质人应履行，并应促使公司履行外商投资企业股权质押的规定所要求的批准、备案（适用的范围内）和登记本协议所设质押的一切必要程序。

Further Assurance.  Whenever reasonably requested by the Pledgee, each Pledgor shall promptly execute all such other instruments, and promptly do all such other things, as may be necessary or advisable in order to further and more fully vest in the Pledgee all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred by this Contract.  Without prejudice to the generality of the preceding sentence, if, pursuant to the exercise by the Pledgee of its rights under the Exclusive Call Option Contract, the Company becomes a foreign invested enterprise under PRC law, each Pledgor shall, and shall procure that the Company will, carry out all necessary procedures for the approval, filing (to the extent applicable) and registration of the pledge created hereunder in accordance with the regulations governing pledges of equity interests in foreign invested enterprises.

3.3进一步承诺。每个出质人在此向质权人承诺，在本协议存续期间，出质人：

Further Undertaking.  Each Pledgor hereby undertakes to the Pledgee, that during the term of this Contract, the Pledgor shall:

(a)未经质权人事先书面同意，除为履行独家购买权协议之目的，不得转让质押股份，不得在质押股份上设定或允许存在可能影响质权人权益的任何权利负担；

not transfer the Pledged Securities, place or permit the existence of any Encumbrance that may affect the Pledgee’s rights and interests in the Pledged Securities, without the prior written consent of the Pledgee, except for the purposes of the performance of the Exclusive Call Option Contract;

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(b)遵守所有适用于权利质押的法律法规和政府命令；

comply with the provisions of all laws and regulations and governmental orders applicable to the pledge of rights;

(c)在收到有关主管政府机关就质押股份发出的任何通知、指令或者建议时，于5日内书面通知质权人上述通知、指令或建议的合理细节，并按质权人的合理要求就上述通知、指令或建议作出应对；

within 5 days of receipt of any notice, order or recommendation issued by competent governmental authorities regarding the Pledged Securities, notify the Pledgee in writing with reasonable detail about such notice, order or recommendation, and to act in accordance with the Pledgee’s reasonable instructions to respond to such notice, order or recommendation;

(d)将所收到的任何可能对质权人对质押股份的权利或出质人在本协议下的任何义务产生影响的事件或通知迅速通知质权人；以及

promptly notify the Pledgee of any event or notice received by the Pledgor that may have an impact on the Pledgee’s rights to the Pledged Securities or any other obligations of the Pledgor under this Contract; and

(e)如果出质人获得公司的任何额外股权，应确保该额外股权根据第2条规定向质权人出质，且应被视为质押股份的一部分。

if the Pledgor acquires any additional equity interest of the Company, ensure that such additional equity interest shall be pledged to the Pledgee in accordance with Section 2, and such additional equity interest shall be deemed to be part of the Pledged Securities.

第4条 质押股份的处置

SECTION 4
DISPOSAL OF PLEDGED SECURITIES

4.1处分事由。下述任一事件发生时，质权人有权根据第4.2条规定处置其质押股份：

Causes for Disposal.  Upon the occurrence of any of the following events, the Pledgee is entitled to exercise its right to the Pledged Securities pursuant to Section 4.2:

(a)违反担保义务；

A breach of the Secured Obligations has occurred;

(b)公司停止经营或解散，被责令停止经营或解散，或者破产；

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The Company ceases its operation or is dissolved or is ordered to cease its operation or to be dissolved or goes into bankruptcy;

(c)出质人和/或公司涉及任何争议、诉讼、仲裁、行政程序或任何其他法律程序或政府询问、行动或调查，被质权人合理地认为对（i）该出质人履行其作为当事方的任何交易文件下的义务的能力，或(ii)公司履行其作为当事方的任何交易文件下的义务的能力有重大不利影响的；以及

A Pledgor and/or the Company is involved in any dispute, litigation, arbitration, administrative proceedings or any other legal proceedings or governmental enquiries, actions or investigations which are reasonably considered by the Pledgee to have a material adverse effect on (i) the Pledgor’s ability to perform its obligations under any Transaction Document to which such Pledgor is a party, or (ii) the Company’s ability to perform its obligations under any Transaction Document to which such Pledgor is a party; and

(d)有关法律法规所允许的行使本协议所设定质押股份的其他任何情况。

Any other circumstance under which enforcement of the Pledged Securities created under this Contract is permitted in accordance with applicable laws and regulations.

4.2处置方式。当第4.1条规定的一项或多项事件发生时，在遵守相关法律法规的前提下，质权人有权以下述一种或多种方式处置质押股份，质权人因处置质押股份而收到的全部款项，在清偿被担保义务后若有剩余，质权人应当将余款交还出质人或根据有关法律、法规向出质人所在地公证机关提存，由此产生的任何费用全部由出质人承担；在中国法律允许的情况下，出质人必须将上述款项无条件地赠与质权人：

Manner of Disposal.  Upon the occurrence of any one or more of the circumstances referred to in Section 4.1, the Pledgee, subject to compliance with applicable laws and regulations, shall have the right to dispose of the Pledged Securities in any one or more of the manners below, if, after satisfying all secured obligations, there is any balance in the monies collected by the Pledgee by disposal of the Pledged Securities, such balance shall be paid to the Pledgor or placed in notarial escrow, any expenses incurred thereby shall be borne by the Pledgor.  To the extent permitted by PRC laws, the Pledgor must grant such balance to the Pledgee without consideration:

(a)以质权人和出质人同意的价格购买质押股份；

to purchase the Pledged Securities at a price agreed between the Pledgor and the Pledgee;

(b)拍卖、变卖质押股份；或

to sell the Pledged Securities through an auction or a private sale; or

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(c)有关法律法规所允许的其他任何方式。

in any other manner permitted by applicable laws and regulations.

为免疑义，各方同意，质押股份不论因何种原因被处置，在中国法律所允许的范围内，所得收益应全部归属于质权人所有。

To avoid any doubt, the Parties agree that if Pledged Securities are disposed for whatever reasons, all the gains received therefrom shall be attributed to the Pledgee, to the extent permitted by PRC laws.

4.3文件。质权人处置质押股份后，各出质人应当，并应当保证公司将迅速签署所有可能必要的或可取的文件并落实所有可能的或必要的事宜，以便按照本第4条的规定处置质押股份。在不限制上述一般性的前提下，每一出质人应努力协助质权人办理与任何政府机关(包括登记机关)就处分质押股份有关的一切批准、备案和登记手续(在适用的范围内)。

Documents.  Upon the disposal of the Pledged Securities by the Pledgee, each Pledgor shall, and shall procure that the Company will, promptly execute all instruments and do all things as may be necessary or advisable to dispose of the Pledged Securities in accordance with this Section 4.  Without limiting the generality of the foregoing, each Pledgor shall diligently attend to and assist the Pledgee in attending to all approval, filing and registration procedures (to the extent applicable) with any government authority (including the Registration Authority) in respect of the disposal of the Pledged Securities.

第5条 终止

SECTION 5
TERMINATION

5.1期限。本协议自独家购买权协议生效之日起生效，有效期至以下较早者：（i）担保义务完全解除，或（ii）根据第4条规定完成对质押股份的处分。

Term.  This Contract shall become effective on the date on which the Exclusive Call Option Contract becomes effective and remain effective until the earlier of: (i) the discharge in full of the Secured Obligations, or (ii) the completion of the disposal of the Pledged Securities in accordance with Section 4.

5.2解除。在担保义务完全解除后，本协议项下设定的权利负担将终止，出质人应相应地修改公司的股东名册，并（如适用）向登记机关提交此修改的股东名册，并履行所有其他手续，解除质押股权上的担保权益。

Release.  Upon the discharge in full of the Secured Obligations, the Encumbrance created hereunder shall be terminated and the Pledgors shall revise the share register of the Company accordingly and (if applicable) file such revised register with the Registration Authority and carry out all other procedures for the release of the security interest over the Pledged Securities.

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第6条 保密

SECTION 6
CONFIDENTIALITY

6.1一般义务。在本协议存续期间及本协议终止后的任何时间，公司及出质人应当：

General Obligation. During the term of this Contract and at any time thereafter, each of the Company and the Pledgors shall:

(a)对质权人向其披露的与任何交易文件(包括其存在及其条款)(“保密信息”)有关的任何口头或书面信息保密；

keep any oral or written information disclosed by the Pledgee to it in connection with any Transaction Document (including the existence and the terms thereof) (“Confidential Information”) confidential;

(b)除非事先获得质权人的书面同意或按照第6.2条和6.3条的规定，不得向任何第三方披露保密信息; 及

not disclose the Confidential Information to any third party other than with the prior written consent of the Pledgee or in accordance with Sections 6.2 and 6.3; and

(c)不得将保密信息用于履行本协议义务之外的任何其他目的。

not use the Confidential Information for any purpose other than the performance of its obligations under this Contract.

6.2向接收方披露。公司及各出质人可在”按需知密”的基础上，在履行本协议所需的范围内向其董事，高级职员，经理，员工，法律、财务和专业顾问，以及其关联公司的任何上述人员（统称”接收方”）披露保密信息。

Disclosure to Recipients.  Each of the Company and the Pledgor may disclose the Confidential Information to its directors, officers, managers, employees, legal, financial and professional advisors, and any of the foregoing persons of its affiliates (collectively, the “Recipients”), on a need to know basis, to the extent necessary for the implementation of this Contract.

6.3接收方的义务。公司和各出质人应尽最大努力确保每个接收方知悉并遵守公司和出质人在本协议下对保密信息的保密义务，就好像接收方是本协议的一方。

Recipient’s Obligations.  Each of the Company and the Pledgors shall use its best efforts to ensure that each Recipient is made aware of, and complies with the obligation of confidentiality of the Company and the Pledgors in respect of the Confidential Information under this Contract as if the Recipient were a party to this Contract.

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6.4例外。第6.1条的规定不适用于：

Exceptions.  The provisions of Section 6.1 shall not apply to:

(a)非因公司、出质人或任何接收方违反本协议而进行的披露或指示，已为公众可普遍获得的保密信息；

Confidential Information that is or becomes generally available to the public other than as a result of disclosure by or at the direction of the Company, a Pledgor or any of the Recipients in violation of this Contract;

(b)公司或出质人在任何适用的法律、法规或管理当局的要求下在所要求的范围内进行的披露；但此种披露应仅限于适用的法律或法规所要求的范围，且在可行的情况下，在作出披露之前应给质权人对披露内容进行审查和评论的机会；及

disclosure by the Company or a Pledgor to the extent required under any applicable laws, regulations or requirements of any regulatory authority; provided that such disclosure shall be limited merely to the extent required by applicable laws or regulations and, to the extent practicable, the Pledgee shall be given an opportunity to review and comment on the contents of the disclosure before it is made; and

(c)公司或出质人在适用的法律或政府规章或司法、监管程序所要求的范围内作出的披露或所作出的与任何由本协议引起的或与本协议有关的任何法律诉讼、起诉或程序有关的司法、监管或仲裁程序有关的披露；但此类披露应仅限于适用的法律或法规所要求的范围，且在可行的情况下，在作出披露之前应给质权人对披露内容进行审查和评论的机会。

disclosure by the Company or a Pledgor to the extent required by applicable laws or governmental regulations or judicial or regulatory process or in connection with any judicial, regulatory or arbitration process regarding any legal action, suit or proceeding arising out of or relating to this Contract; provided that such disclosure shall be limited merely to the extent required by applicable laws or regulations and, to the extent practicable, the Pledgee shall be given an opportunity to review and comment on the contents of the disclosure before it is made.

6.5存续。本第6条在本协议终止或到期后仍然存续。

Survival. This Section 6 shall survive the termination or expiration of this Contract.

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第7条 违约责任及救济

SECTION 7
DEFAULT AND REMEDIES

7.1违约。若出质人实质性违反本协议项下的任何一项约定，质权人有权终止本协议和/或要求出质人给予损害赔偿；本第7条不应妨碍质权人在本协议项下的任何其他权利；

Default. If Pledgor materially violates any of the sections under this Contract, the Pledgee shall have the right to terminate this Contract and/or to request for indemnification paid by the Pledgor; this Section 7 shall not prejudice any other rights of the Pledgee under this Contract;

7.2除非中国法律另有规定，出质人在任何情况均无任何权利终止本协议。

Unless otherwise provided by PRC laws, the Pledgor has no right to terminate this Contract.

第8条 其他

SECTION 8
MISCELLANEOUS

8.1通知。任何一方根据本协议要求所发的通知或其他通信，应以英文书写，并专人递送，或由国际公认的快递服务或通过传真发至另一方的如下地址或另一方不时通过通知指定的其他地址。该等通知视为有效送达的日期按如下方式确定：

Notices. Notices or other communications required to be given by any Party pursuant to this Contract shall be written in English and delivered in person or sent by an internationally recognized courier service or by facsimile to the address of the other Party set forth below or to such other address as may from time to time be designated by the other Party through notification to such Party.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

(a)专人递送的通知以专人递送日期为有效送达日期；

notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

(b)以国际公认的快递服务发出的通知在交付该快递服务处置后的第3个营业日视为有效送达；及

notices sent by an internationally recognized courier service shall be deemed effectively given on the third (3rd) Business Day after the date deposited with such courier service; and

15

(c)以传真方式发出的通知，传送（应以生成的相应传送确认信息为证）后的第一个营业日视为有效送达日期；

notices given by facsimile shall be deemed effectively given on the first (1st) Business Day following the date of transmission, as indicated on the transmission confirmation slip of the document in question;

(i)向出质人发送通知，地址：北京市朝阳区建国路93号万达广场B座9层

联系人：苏力

办公电话：+86 10 85853608

if to the Pledgor, to:

Address:

9/F, Tower B, Wanda Plaza, No.93 Jianguo Road, Chaoyang District, Beijing.

Attention: Sally Su
Direct Line: +86 10 85853608

(ii)如向质权人发送通知，地址：北京市东城区法华寺街91号德必国际文化创意中心H栋

联系人：赵峰

办公电话：+86 10 88890899

if to the Pledgee, to:

Address:

Tower H, WE International Hub @ Temple of Heaven, No.91 Fahuasi Street Dongcheng District, Beijing.

Attention: Anne Zhao

Direct Line: +86 10 88890899

8.2转让。未经质权人事先书面同意，出质人不得转让本协议项下的任何权利或义务。 质权人可通过向出质人发出通知，将其在本协议下的权利和义务转让给任何人。

Assignment. The Pledgors may not assign any of its rights or obligations hereunder without the prior written consent of the Pledgee.  The Pledgee may assign its rights and obligations hereunder to any Person by giving notice thereof to the Pledgors.

16

8.3其他。独家购买权协议的第8.1、8.2条及9.2到9.10条通过引用纳入本协议，并比照适用于本协议。

Miscellaneous. The provisions of sections 8.1, 8.2, 9.2 through 9.10 of the Exclusive Call Option Contract are hereby incorporated by reference into this Contract and shall apply mutatis mutandis to this Contract.

[以下无正文]

[The remainder of this page is intentionally left blank]

17

有鉴于此，公司、出质人和质权人已于本协议上述第一页载明的日期正式签署本协议。

IN WITNESS WHEREOF, the Company, the Pledgors and the Pledgee have caused this Contract to be duly executed as of the date first above written.

Beijing Wanda Culture Group Co., Ltd. (北京万达文化产业集团有限公司) (Company Chop)

/s/ Seal

Dalian Wanda Group Co., Ltd. (大连万达集团股份有限公司)
(Company Chop)

/s/ Seal

Mr. Wang Jianlin (王健林先生)

/s/ Mr. Wang Jianlin

Infront Sports Media (China) Co., Ltd盈方体育传媒（中国）有限公司(Company Chop)

/s/ Seal

[质押协议签字页]

[Signature Page to Pledge Contract]

Wanda Sports Co. Ltd. (万达体育有限公司)
(Company Chop)

/s/ Seal

[质押协议签字页]

[Signature Page to Pledge Contract]

EX-10.5

Exhibit 10.5

Power of Attorney

授权委托书

14th March, 2019

2019年3月14日

The undersigned, Beijing Wanda Culture Group Co., Ltd. (北京万达文化产业集团有限公司) (the “Shareholder”) which is the registered shareholder of 85% equity interests (the “Shareholding”) in Wanda Sports Co. Ltd. (万达体育有限公司) (the “Company”), hereby irrevocably authorizes Infront Sports Media (China) Co., Ltd. (“WFOE”) to exercise the following rights and powers relating to the Shareholding during the term of this Power of Attorney:

签字人，北京万达文化产业集团有限公司（”股东”，股东持有万达体育有限公司（”公司”）85% 的股权（”股权”）），特此不可撤销地授权盈方体育传媒（中国）有限公司 (“WFOE”) 在本授权委托书的有效期内就股权行使如下权利和权力：

WFOE is hereby authorized to act on behalf of the Shareholder as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation to: (1) attend shareholders’ meetings of the Company; (2) exercise all the shareholder’s rights and shareholder’s voting rights the Shareholder is entitled to under the laws of the People’s Republic of China and the articles of association of the Company, including but not limited to the sale, transfer, pledge or disposition of the Shareholding in part or in whole; and (3) designate and appoint, on behalf of the Shareholder, the legal representative, the chairman, the director(s), the supervisor(s), the general manager and other senior management members of the Company.

授权WFOE作为股东排他的代理人就有关股权的全部事宜代表股东行使包括但不限于如下的权利：（1）参加公司的股东会；（2）行使按照中华人民共和国法律和公司章程规定的股东所享有的全部股权和股东表决权，包括但不限于出售、转让、质押或处置股权的全部或任何一部分；以及（3）代表股东指定或任命公司的法定代表人、董事长、董事、监事、总经理以及其他高级管理人员。

Without limiting the generality of the rights and powers granted to WFOE hereunder, WFOE shall have the power and authority hereunder to, on behalf of the shareholder, execute an equity interest transfer contract stipulated in the Exclusive Call Option Contract dated 1st January, 2019 among the Company, WFOE and the Shareholder (as amended, supplemented and assigned, the “Exclusive Call Option Contract”), and effect the terms of the Exclusive Call Option Contract and the Pledge Contract dated 1st January, 2019 between WFOE and the Shareholder.

在不限制WFOE根据本授权委托书所享有的权利和权力的一般性的前提下，WFOE有权代表股东签署公司、WFOE与股东2019年1月1日签署的独家购买权协议（包括其修订、补充或转让协议，合称”独家购买权协议”）中约定的股权转让协议，并履行WFOE与股东于2019年1月1日签署的独家购买权协议和质押协议中的条款。

All the actions conducted by WFOE in connection with the Shareholding shall be deemed as the actions of the Shareholder, and all the documents executed by WFOE in connection with the Shareholding shall be deemed to be executed by the

Shareholder. The Shareholder hereby acknowledges and ratifies those actions conducted and/or documents executed by WFOE.

WFOE就股东股权的一切行为均视为股东的行为，签署的一切文件均视为股东签署，股东特此予以承认和追认。

WFOE is entitled to re-authorize or assign its rights and powers granted hereunder to any other person or entity at its own discretion and without giving prior notice to, or obtaining the consent from, the Shareholder.

WFOE有权转委托，可就本授权委托书授予的权利和权力再行委托其他人或单位而不必事先通知股东或得股东的同意。

This Power of Attorney shall be irrevocable and continuously valid from the date of execution hereof through the period during which the Shareholder remains a shareholder of the Company.

在股东为公司股东期间，本授权委托书不可撤销且持有有效，自授权委托书签署之日起算。

During the term hereof, the Shareholder hereby waives all the rights associated with the Shareholding, and acknowledges and confirms that such rights have been authorized to WFOE through this Power of Attorney and shall not be exercised by the Shareholder.

本授权委托书期间，股东特此放弃与股权有关的所有权利，并声明和确认该等权利已通过本授权委托书授予WFOE，股东不再行使该等权利。

This Power of Attorney is executed in Chinese and English.  The two language texts shall have equal validity and legal effect.

本授权委托书以中文和英文书就，中英文版本具有同等法律效力。

[Signature Page Follows/以下为签字页]

Beijing Wanda Culture Group Co., Ltd.

(北京万达文化产业集团有限公司)

(Company Chop)

/s/ Seal

授权委托书签署页

Signature Page to Power of Attorney

Power of Attorney

授权委托书

14th March, 2019

2019年3月14日

The undersigned, Wang Jianlin(王健林) (the “Shareholder”) which is the registered shareholder of 5% equity interests (the “Shareholding”) in Wanda Sports Co. Ltd. (万达体育有限公司) (the “Company”), hereby irrevocably authorizes Infront Sports Media (China) Co., Ltd. (“WFOE”) to exercise the following rights and powers relating to the Shareholding during the term of this Power of Attorney:

本人，王健林（”股东”,股东持有万达体育有限公司（”公司”）5% 的股权（”股权”）），特此不可撤销地授权盈方体育传媒（中国）有限公司 (“WFOE”) 在本授权委托书的有效期内就股权行使如下权利和权力：

WFOE is hereby authorized to act on behalf of the Shareholder as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation to: (1) attend shareholders’ meetings of the Company; (2) exercise all the shareholder’s rights and shareholder’s voting rights the Shareholder is entitled to under the laws of the People’s Republic of China and the articles of association of the Company, including but not limited to the sale, transfer, pledge or disposition of the Shareholding in part or in whole; and (3) designate and appoint, on behalf of the Shareholder, the legal representative, the chairman, the director(s), the supervisor(s), the general manager and other senior management members of the Company.

授权WFOE作为股东排他的代理人就有关股权的全部事宜代表股东行使包括但不限于如下的权利：（1）参加公司的股东会；（2）行使按照中华人民共和国法律和公司章程规定的股东所享有的全部股权和股东表决权，包括但不限于出售、转让、质押或处置股权的全部或任何一部分；以及（3）代表股东指定或任命公司的法定代表人、董事长、董事、监事、总经理以及其他高级管理人员。

Without limiting the generality of the rights and powers granted to WFOE hereunder, WFOE shall have the power and authority hereunder to, on behalf of the shareholder, execute an equity interest transfer contract stipulated in the Exclusive Call Option Contract dated 1st January, 2019 among the Company, WFOE and the Shareholder (as amended, supplemented and assigned, the “Exclusive Call Option Contract”), and effect the terms of the Exclusive Call Option Contract and the Pledge Contract dated 1st January, 2019 between WFOE and the Shareholder.

在不限制WFOE根据本授权委托书所享有的权利和权力的一般性的前提下，WFOE有权代表股东签署公司、WFOE与股东2019年1月1日签署的独家购买权协议（包括其修订、补充或转让协议，合称”独家购买权协议”）中约定的股权转让协议，并履行WFOE与股东于2019年1月1日签署的独家购买权协议和质押协议中的条款。

All the actions conducted by WFOE in connection with the Shareholding shall be deemed as the actions of the Shareholder, and all the documents executed by WFOE in connection with the Shareholding shall be deemed to be executed by the Shareholder.  The Shareholder hereby acknowledges and ratifies those actions conducted and/or documents executed by WFOE.

WFOE就股东股权的一切行为均视为股东的行为，签署的一切文件均视为股东签署，股东特此予以承认和追认。

WFOE is entitled to re-authorize or assign its rights and powers granted hereunder to any other person or entity at its own discretion and without giving prior notice to, or obtaining the consent from, the Shareholder.

WFOE有权转委托，可就本授权委托书授予的权利和权力再行委托其他人或单位而不必事先通知股东或得股东的同意。

This Power of Attorney shall be irrevocable and continuously valid from the date of execution hereof through the period during which the Shareholder remains a shareholder of the Company.

在股东为公司股东期间，本授权委托书不可撤销且持有有效，自授权委托书签署之日起算。

During the term hereof, the Shareholder hereby waives all the rights associated with the Shareholding, and acknowledges and confirms that such rights have been authorized to WFOE through this Power of Attorney and shall not be exercised by the Shareholder.

本授权委托书期间，股东特此放弃与股权有关的所有权利，并声明和确认该等权利已通过本授权委托书授予WFOE，股东不再行使该等权利。

This Power of Attorney is executed in Chinese and English.  The two language texts shall have equal validity and legal effect.

本授权委托书以中文和英文书就，中英文版本具有同等法律效力。

[Signature Page Follows/以下为签字页]

Wang Jianlin

/s/ Wang Jianlin

授权委托书签署页

Signature Page to Power of Attorney

Power of Attorney

授权委托书

14th March, 2019

2019年3月14日

The undersigned, Dalian Wanda Group Co.,Ltd. (大连万达集团股份有限公司) (the “Shareholder”) which is the registered shareholder of 10% equity interests (the “Shareholding”) in Wanda Sports Co. Ltd. (万达体育有限公司) (the “Company”), hereby irrevocably authorizes Infront Sports Media (China) Co., Ltd. (“WFOE”) to exercise the following rights and powers relating to the Shareholding during the term of this Power of Attorney:

签字人，大连万达集团股份有限公司（”股东”，股东持有万达体育有限公司（”公司”）10% 的股权（”股权”）），特此不可撤销地授权盈方体育传媒（中国）有限公司 (“WFOE”) 在本授权委托书的有效期内就股权行使如下权利和权力：

WFOE is hereby authorized to act on behalf of the Shareholder as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation to: (1) attend shareholders’ meetings of the Company; (2) exercise all the shareholder’s rights and shareholder’s voting rights the Shareholder is entitled to under the laws of the People’s Republic of China and the articles of association of the Company, including but not limited to the sale, transfer, pledge or disposition of the Shareholding in part or in whole; and (3) designate and appoint, on behalf of the Shareholder, the legal representative, the chairman, the director(s), the supervisor(s), the general manager and other senior management members of the Company.

授权WFOE作为股东排他的代理人就有关股权的全部事宜代表股东行使包括但不限于如下的权利：（1）参加公司的股东会；（2）行使按照中华人民共和国法律和公司章程规定的股东所享有的全部股权和股东表决权，包括但不限于出售、转让、质押或处置股权的全部或任何一部分；以及（3）代表股东指定或任命公司的法定代表人、董事长、董事、监事、总经理以及其他高级管理人员。

Without limiting the generality of the rights and powers granted to WFOE hereunder, WFOE shall have the power and authority hereunder to, on behalf of the shareholder, execute an equity interest transfer contract stipulated in the Exclusive Call Option Contract dated 1st January, 2019 among the Company, WFOE and the Shareholder (as amended, supplemented and assigned, the “Exclusive Call Option Contract”), and effect the terms of the Exclusive Call Option Contract and the Pledge Contract dated 1st January, 2019 between WFOE and the Shareholder.

在不限制WFOE根据本授权委托书所享有的权利和权力的一般性的前提下，WFOE有权代表股东签署公司、WFOE与股东2019年1月1日签署的独家购买权协议（包括其修订、补充或转让协议，合称”独家购买权协议”）中约定的股权转让协议，并履行WFOE与股东于2019年1月1日签署的独家购买权协议和质押协议中的条款。

All the actions conducted by WFOE in connection with the Shareholding shall be deemed as the actions of the Shareholder, and all the documents executed by WFOE in connection with the Shareholding shall be deemed to be executed by the Shareholder.  The Shareholder hereby acknowledges and ratifies those actions

conducted and/or documents executed by WFOE.

WFOE就股东股权的一切行为均视为股东的行为，签署的一切文件均视为股东签署，股东特此予以承认和追认。

WFOE is entitled to re-authorize or assign its rights and powers granted hereunder to any other person or entity at its own discretion and without giving prior notice to, or obtaining the consent from, the Shareholder.

WFOE有权转委托，可就本授权委托书授予的权利和权力再行委托其他人或单位而不必事先通知股东或得股东的同意。

This Power of Attorney shall be irrevocable and continuously valid from the date of execution hereof through the period during which the Shareholder remains a shareholder of the Company.

在股东为公司股东期间，本授权委托书不可撤销且持有有效，自授权委托书签署之日起算。

During the term hereof, the Shareholder hereby waives all the rights associated with the Shareholding, and acknowledges and confirms that such rights have been authorized to WFOE through this Power of Attorney and shall not be exercised by the Shareholder.

本授权委托书期间，股东特此放弃与股权有关的所有权利，并声明和确认该等权利已通过本授权委托书授予WFOE，股东不再行使该等权利。

This Power of Attorney is executed in Chinese and English.  The two language texts shall have equal validity and legal effect.

本授权委托书以中文和英文书就，中英文版本具有同等法律效力。

[Signature Page Follows/以下为签字页]

Dalian Wanda Group Co.,Ltd.

(大连万达集团股份有限公司)

(Company Chop)

/s/ Seal

授权委托书签署页

Signature Page to Power of Attorney

EX-10.6

Exhibit 10.6

SHARE EXCHANGE AGREEMENT

by and among

WANDA SPORTS & MEDIA (HONG KONG) HOLDING CO. LIMITED

EACH OF THE PERSONS LISTED ON SCHEDULE 1 ATTACHED HERETO

WANDA SPORTS & MEDIA CO. LIMITED

and

WANDA SPORTS GROUP COMPANY LIMITED

TABLE OF CONTENTS

	PAGE
SECTION 1. INTERPRETATION	2
SECTION 2. SHARE EXCHANGE	5
SECTION 3. COMPLETION	6
SECTION 4. REPRESENTATIONS AND WARRANTIES	7
SECTION 5. COVENANTS	7
SECTION 6. CONDITIONS TO CLOSING	8
SECTION 7. NOTICES	9
SECTION 8. MISCELLANEOUS	11
SECTION 9. GOVERNING LAW AND JURISDICTION	13
SCHEDULE 1 LIST OF CO-INVESTORS
SCHEDULE 2 REPRESENTATIONS AND WARRANTIES OF EACH CO-INVESTOR
SCHEDULE 3 REPRESENTATIONS AND WARRANTIES OF HOLDCO1
SCHEDULE 4 FORM OF INSTRUMENT OF TRANSFER
SCHEDULE 5 FORM OF SOLD NOTE AND BOUGHT NOTE

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into on April 8, 2019

AMONG:

(1)WANDA SPORTS & MEDIA (HONG KONG) HOLDING CO. LIMITED, a limited liability company incorporated and existing under the laws of Hong Kong with its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (“HoldCo1”);

(2)Each of the Persons listed on Schedule 1 attached hereto (each a “Co-Investor” and collectively the “Co-Investors”);

(3)WANDA SPORTS & MEDIA CO. LIMITED, a limited liability company incorporated and existing under the laws of the Cayman Islands with its registered office at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands (“HoldCo2”); and

(4)WANDA SPORTS GROUP COMPANY LIMITED, a limited liability company incorporated and existing under the laws of Hong Kong with its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (the “Company”).

The above parties are hereinafter referred to as the “Parties” and each a “Party”.

RECITALS:

(A)As of the date of this Agreement, the business (“Injected Business”) of (i) Wanda Sports Holdings (USA) Inc. and its Subsidiaries (collectively, “WTC”) and (2) Wanda Sports Co., Ltd. and its Subsidiaries (collectively, “WSC”) has been injected and consolidated into the Company in accordance with the restructuring plan provided by the Company to the Co-Investors on the date of this Agreement (the “Restructuring Plan”).

(B)As of the date of this Agreement, HoldCo1 owns 32,368,549 ordinary shares of HoldCo2, representing 75.39% of the total issued shares of HoldCo2, and the Co-investors collectively own 10,565,625 ordinary shares of HoldCo2, representing 24.61% of the total issued shares of HoldCo2;

(C)As of the date of this Agreement and immediately prior to the Completion (as defined below), HoldCo1 owns 77,114,964 Class B ordinary shares of the Company, representing 45.54% of the total issued shares of the Company, and Infront International Holdings AG, a company incorporated and existing under the laws of Switzerland with its registered office at Grafenauweg 2, 6304 Zug, Switzerland (the “IIHAG”), owns 92,216,209 Class B ordinary shares of the Company, representing 54.46% of the total issued shares of the Company;

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(D)Subject to the terms and conditions of this Agreement, HoldCo1 desires to transfer to each Co-Investor such number of ordinary shares of the Company (the “Company Exchange Shares”) set forth across its name in Schedule 1 in exchange for certain number of shares of HoldCo2 (the “HoldCo2 Exchange Shares”) owned by such Co-Investor as shown in Schedule 1, and each Co-Investor desires to make such share exchange; and

(E)The Company plans to seek an initial public offering and listing of its shares in the United States (“IPO”).

AGREEMENT:

SECTION 1.
INTERPRETATION

1.1Defined Terms.  In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

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

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in Hong Kong, the PRC and Switzerland are open for business.

“Completion” means completion of the Share Exchange.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and includes (x) ownership directly or indirectly of more than 50% of the shares in issue or other equity interests of such person, (y) possession directly or indirectly of more than 50% of the voting power of such Person or (z) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such Person, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“Encumbrance” means any claim, charge, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by contract, understanding, law, equity or otherwise.

“Existing Investment Agreement” means the Equity Interest Subscription and Shareholders Agreement (有关Wanda Sports & Media Co. Limited的股权认购及股东协议), dated July 2, 2015, by and among HoldCo1, HoldCo2 and the Co-Investors and certain other parties thereto.

“Governmental Authority” means any government or any department, bureau, commission, court, official, political subdivision, tribunal or other instrumentality of any government, any stock exchange or commission, whether national, provincial or local, domestic or foreign.

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“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

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

“IDG” means, collectively, IDG-Accel China Capital II L.P., IDG-Accel China Capital II Investors L.P., IDG China Capital Fund III L.P., IDG China Capital III Investors L.P. and Achieve Square Holdings Limited.

“Infront Group” has such meaning as defined in the Existing Investment Agreement.

“Material Adverse Effect” means any change, event, circumstance, effect, development, condition or occurrence (each, an “Effect”) which has had a material adverse effect on the business, results of operations or assets of the Company and its Subsidiaries, taken as a whole; provided, however, that no Effect resulting from or arising out of any of the following, either alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been, a “Material Adverse Effect”:

(i)effects that generally affect the industries or segments in which the Company or its Subsidiaries operate (including legal and regulatory changes) or seasonal fluctuations in the business of the Company or its Subsidiaries,

(ii)effects arising from any national, international or any foreign or domestic regional economic, financial, social or political conditions (including changes therein) or events in general, including the results of any primary or general elections, or any statements or other proclamations of public officials, or changes in policy related thereto,

(iii)effects affecting financial, credit or capital markets in any country or region in the world, including changes in interest rates or foreign exchange rates,

(iv)effects caused by or resulting from an outbreak or escalation of hostilities, acts of terrorism, cyber-attacks, military action, political instability or other national or international calamity, crisis or emergency, an act of God, flood, hurricane, earthquake or other natural disaster or any governmental or other response to any of the foregoing, or

(v)effects arising from actual or potential changes in accounting principles or laws or the interpretation or enforcement thereof.

“Person” means an individual or an entity, including a corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity, or any Governmental Authority.

“PRC” means the People’s Republic of China and for the purpose of this Agreement shall exclude Hong Kong, Taiwan and the Special Administrative Region of Macau.

“Restructuring” means all restructuring steps as contemplated in the Restructuring

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Plan, including without limitation, the injection and contribution of the Injected Business into the Company, but excluding the Share Exchange.

“SEC” means the U.S. Securities and Exchange Commission.

“Subsidiary” means, with respect to any specified Person, any Person of which the specified Person, directly or indirectly, Controls.

1.2Terms Defined Elsewhere in this Agreement.  The following terms are defined in this Agreement as follows:

“Arbitration Board”	Section 9.2(a)
“Co-Investor(s)”	Preamble
“Company”	Preamble
“Completion Date”	Section 3.1
“Company Exchange Shares”	Recitals
“HKIAC Arbitration Rules”	Section 9.2(a)
“HoldCo1”	Preamble
“HoldCo2”	Preamble
“HoldCo2 Exchange Shares”	Recitals
“IDG Observer”	Section 5.3
“IIHAG”	Recitals
“Injected Business”	Recitals
“IPO”	Recitals
“Party(ies)”	Preamble
“Restructuring Plan”	Recitals
“Share Exchange”	Section 2.1

1.3Interpretation.

(a)Section and Schedule headings do not affect the interpretation of this Agreement.

(b)Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

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(c)Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

(d)Writing or written includes faxes and e-mail.

(e)References to section and schedules are to the section and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule.

(f)Reference to this Agreement includes this Agreement as amended or varied in accordance with its terms.

(g)The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning.

(h)Any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(i)References to “law” shall include all applicable laws, regulations and rules of any Governmental Authority, Governmental Orders, any common or customary law, constitution, code, ordinance, statute or other legislative measure and any regulation, rule, treaty, order, decree or judgment; and “lawful” shall be construed accordingly.

(j)Any reference to a number or price of shares of HoldCo2 or the Company (as the case may be) shall be appropriately adjusted to reflect any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the shares of HoldCo2 or the Company (as the case may be).

SECTION 2.
SHARE EXCHANGE

2.1Share Exchange.  At the Completion, each Co-Investor shall assign and transfer to HoldCo1 all of its HoldCo2 Exchange Shares, and in exchange, HoldCo1 shall assign and transfer to such Co-Investor the Company Exchange Shares for such Co-Investor, each as set forth in Schedule 1 and free of any Encumbrance (the “Share Exchange”).

2.2Class A and Class B Ordinary Shares.  Class B ordinary shares of the Company owned by HoldCo1, when transferred to a Co-Investor, will be automatically converted into the same number of Class A ordinary shares of the Company under the amended and restated articles of association of the Company. Class A ordinary shares and Class B ordinary shares have the same economic interest per share, but Class A ordinary shares entitle their owners to one (1) vote per share, while Class B ordinary shares entitle their owner to four (4) votes per share.

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SECTION 3.
COMPLETION

3.1Time and Place.  Completion shall take place via exchange of documents and signatures in person or by emails with scanned copies within five (5) Business Days after satisfaction or waiver of the conditions set forth in Sections 6.1 to 6.3 (other than those conditions which, by their terms, are intended to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing) or at such other time and place as the Parties may agree in writing (the date on which the Completion takes place, the “Completion Date”).

3.2Actions of Co-Investors at Completion.  At the Completion and simultaneously with the actions of HoldCo1 pursuant to Section 3.3, each Co-Investor shall deliver, or cause to be delivered, to HoldCo1:

(a)an instrument of transfer to transfer all of its HoldCo2 Exchange Shares to HoldCo1, duly executed by such Co-Investor, substantially in the form of Schedule 4;

(b)an instrument of transfer to receive the Company Exchange Shares from HoldCo1, duly executed by such Co-Investor, substantially in the form of Schedule 4;

(c)a bought note in respect of the Company Exchange Shares it will receive from HoldCo1, duly executed by such Co-Investor, substantially in the form of Schedule 5; and

(d)a copy of the resolutions adopted by the board of directors or equivalent governing body of each Co-Investor approving the transfer of all of its HoldCo2 Exchange Shares to HoldCo1 and the receipt of the Company Exchange Shares from HoldCo1.

3.3Actions of HoldCo1 at Completion. At the Completion and simultaneously with the actions of each Co-Investor pursuant to Section 3.2, HoldCo1 shall deliver, or cause to be delivered, to such Co-Investor:

(a)an instrument of transfer to transfer the Company Exchange Shares for such Co-Investor, duly executed by HoldCo1, substantially in the form of Schedule 4;

(b)an instrument of transfer to receive the HoldCo2 Exchange Shares from such Co-Investor, duly executed by HoldCo1, substantially in the form of Schedule 4;

(c)a sold note in respect of the Company Exchange Shares it will transfer to such Co-Investor, duly executed by HoldCo1, substantially in the form of Schedule 5; and

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(d)a copy of the resolutions adopted by the Board, approving the transfer of the Company Exchange Shares to such Co-Investor and the registration of such Co-Investor as the legal and beneficial owner of the corresponding number of Company Exchange Shares in the register of members of the Company, subject only to stamping of the instrument of transfer and bought and sold notes;

(e)a copy of the resolutions adopted by the board of directors of HoldCo2 approving the transfer of the HoldCo2 Exchange Shares of such Co-Investor to HoldCo1; and

(f)a copy of the resolutions adopted by the board of directors of HoldCo1 approving the transfer of the Company Exchange Shares to such Co-Investor and the receipt of the HoldCo2 Exchange Shares from such Co-Investor.

3.4Cooperation. HoldCo1 and each Co-Investor shall cooperate with each other to timely update the registers of members of HoldCo2 and the Company to reflect the Share Exchange.

SECTION 4.
REPRESENTATIONS AND WARRANTIES

4.1Representations and Warranties of Each Co-Investor.  Each Co-Investor hereby represents and warrants to HoldCo1 that each statement with respect to itself in Schedule 1 shall be true and correct on the date of this Agreement and on the Completion Date.

4.2Representations and Warranties of HoldCo1.  HoldCo1 hereby represents and warrants to each Co-Investor that each statement in Schedule 2 shall be true and correct on the date of this Agreement and on the Completion Date.

SECTION 5.
COVENANTS

5.1Operation of Injected Business Prior to Closing. From the date hereof until the Completion Date, HoldCo1 shall ensure that the Injected Business is conducted in the ordinary course of business consistent with past practice.

5.2Access to Information. From the date hereof until the Completion Date, the Co-Investors, including its counsel, financial advisors, auditors and other authorized representatives, will be furnished, quarterly financial and operating data and other information of the Company (including information on the business segments of Mass Participation, Spectator Sports and Digital Production and Sports Services) as such Persons may reasonably request from time to time.  Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries (including the Injected Business).

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5.3IDG Observer.  The Company hereby agrees that, at any time during the period from the date hereof to the date when the IPO is consummated, IDG shall be entitled to appoint one (1) observer (the “IDG Observer”) to the Board. The IDG Observer shall be entitled to attend meetings of the Board and receive copy of all notices, minutes, consents and other material that are provided to the directors at the same time and in the same manner as provided to the directors of the Board, but shall not have any voting right in respect of matters submitted to the Board.

SECTION 6.
CONDITIONS TO CLOSING

6.1Conditions to Obligations of All Parties. The obligations of each Party to consummate the Share Exchange shall be subject to the fulfillment, at or prior to the Completion, of each of the following conditions:

(a)no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law which has the effect of making the Share Exchange illegal, otherwise restraining or prohibiting consummation of the Share Exchange or causing the Share Exchange to be rescinded following completion thereof; and

(b)(i) a Shareholders Agreement of the Company with provisions that are substantially consistent with Article 9 (Issuance of Relevant Securities), Article 10 (Transfer Restrictions), Article 11 (Disposal of Relevant Securities), Section 12.4 (Board Observer) (only applicable to IDG and from the date hereof until the completion of an IPO), Section 12.5 (Limitations on Board Observer Right), Section 12.7 (Prevailing Agreement), Section 12.8 (No Redemption or Repurchase), Section 12.9 (Related Party Transactions), Section 12.10 (Future Equity Financing) (with the minimum valuation of the Company in any new equity issuance by the Company before an IPO being the total purchase price paid by the Co-Investors in their investment in HoldCo2 divided by 13.21%),Article 13 (Audit Right and Information Right), Article 14 (Dividend), Article 16 (Management Agreements), Article 17 (Bankruptcy and Material Adverse Change) and Article 18 (Confidential Information) of the Existing Investment Agreement, to be effective until completion of an IPO, and (ii) a registration rights agreement shall have been duly executed and delivered by the parties hereto.

6.2Conditions to Obligations of Co-Investors. The obligations of Co-Investors to consummate the Share Exchange shall be subject to the fulfillment or each Co-Investor’s waiver by unanimous consent, at or prior to the Completion, of each of the following conditions:

(a)the representations and warranties made by HoldCo1 herein shall be true and correct in all material respects as of the date of the Completion as if they had been made on and as of such date;

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(b)HoldCo1 and its Subsidiaries shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or on the Completion Date;

(c)so long as IDG elects to appoint the IDG Observer to the Board before the date of the Completion, the IDG Observer shall have been duly appointed to the Board within five (5) Business Days upon such election by IDG; and

(d)no Material Adverse Effect shall have occurred following the date of this Agreement.

6.3Conditions to Obligations of HoldCo1. The obligations of HoldCo1 to consummate the Share Exchange shall be subject to the fulfillment or HoldCo1’s waiver, at or prior to the Completion, of the following condition: the representations and warranties made by each Co-Investor herein shall be true and correct in all material respects as of the date of the Completion as if they had been made on and as of such date.

SECTION 7.
NOTICES

7.1Each notice, demand or other communication given or made under this Agreement shall be in writing in English and delivered or sent to the relevant Party at its address or fax number, with a copy to its e-mail address (if any) set out below (or such other address or fax number as the addressee has by five (5) Business Days’ prior written notice specified to the other Party). Any notice, demand or other communication given or made by letter between countries shall be delivered by international commercial overnight delivery service or courier. Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered, (a) if delivered in person or by messenger, when proof of delivery is obtained by the delivering Party; (b) if sent by post within the same country, on the third (3rd) Business Day following posting, and if sent by post to another country, on the seventh (7th) Business Day following posting; (c) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch; and (d) if given or made by email, upon dispatch and the receipt of an email reply confirming receipt.

7.2Contact Information. The initial address, facsimile and email for each Party for the purposes of this Agreement are:

if to the Co-Investors:

IDG-Accel China Capital II L.P.

IDG-Accel China Capital II Investors L.P.

IDG China Capital Fund III L.P.

IDG China Capital III Investors L.P.

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Achieve Square Holdings Limited

Facsimile: (852) 2529 1016

Attention: Chi Sing Ho

Email: simon_ho@idgvc.mo

Address: Unit 5505, 55th Floor, the Center, 99 Queen’s Road, Hong Kong

with a copy to:

Facsimile: (8610) 8512 0225

Attention: Dai Qiang and Liu Yi

Email: qiang_dai@idgcapital.com, yi_liu@idgcapital

Address: 6th Floor, Tower A, COFCO Plaza, 8 Jianguomennei Dajie, Beijing, 100005, P.R. China

Orient Pearl Media Sports Holdings Limited

Office: (852) 2152 9889

Attention: Peter Wong

Email: peter.wong@cmccap.com

Shengke Limited

Facsimile: (8610) 6581 1108

Attention: Liu Chengye and Liu Feiqin

Email: liuchengye@yifang.cn, liufeiqin@yifang.cn

Address: 12th floor, Block A, Wanda Plaza, 93 Jianguo Road, Chaoyang District, Beijing

China Point (CAY) Special Situations Fund SPC — China Point Special Situations Fund I SP

Facsimile: (852) 2523 4507

Attention: James KO

Email: james.k.ko@gmail.com

Address: 3901B, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong

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Zhu Xiang International Investment Limited

Facsimile: (8610) 6608 8061

Attention: Zhao Jun

Email: zhaojun@reorientcapital.com.cn

Address: No.8, Gong Men Kou Heng Hutong, Fu Cheng Men Nei Avenue, Xicheng District, Beijing, China（北京市西城区阜成门内大街宫门口横胡同8号）

if to HoldCo1, HoldCo2 or the Company:

9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District

100022, Beijing, PRC

Facsimile:

Attention: Sally Su

Email: Suli14@wanda.cn

SECTION 8.
MISCELLANEOUS

8.1Further Assurance.  Each Party shall from time to time and at all times hereafter make, do, execute or cause to be made, done and executed such further acts, deeds, conveyances, consents and assurances, without further consideration, which may reasonably be required to give full effect to the terms of this Agreement or to vest in any other Party such other Party’s full rights and entitlements hereunder.

8.2Entire Agreement.  This Agreement, and any documents referred to in it, constitute the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

8.3Variation and Waiver.

(a)Any variation or amendment of this Agreement shall be in writing and signed by or on behalf of the Parties.

(b)Any waiver of any right under this Agreement is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given, and shall not prevent the Party who has given the waiver from subsequently relying on the provision it has waived.

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(c)No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.

(d)No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.

(e)Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

8.4Taxes and Costs.

(a)All stamp duties (including such duties payable pursuant to the Stamp Duty Ordinance (Cap. 117 of the Laws of Hong Kong)), transfer, documentary, sales, use, registration and similar Taxes, any penalties, interest and additions to Tax related thereto and recording fees incurred in connection with this Agreement and the Share Exchange pursuant to this Agreement (if any) shall be shared equally between HoldCo1 and each relevant Co-Investor.  As soon as reasonably practicable after Completion, HoldCo1 shall deliver to the Hong Kong Inland Revenue Department the instruments of transfer, bought notes and sold notes and all other necessary documentation and, so far as it is able, procure that such instruments of transfer and bought notes and sold notes are each duly stamped by the Hong Kong Inland Revenue Department within the time limit specified under the Stamp Duty Ordinance.  Each Co-Investor shall cooperate with HoldCo1 in good faith and timely provide all documentation required in connection therewith.

(b)Save as set forth in Section (a) above, all costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, shall be borne by the Party that incurred the costs.

8.5Severance.

(a)If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

(b)If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

8.6Third Party Rights.  The Contract (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not apply to this Agreement and no Person other than the Parties shall have any rights under it, nor shall it be enforceable by any Person other than the Parties.

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8.7Successors.  The rights and obligations of the Parties under this Agreement shall continue for the benefit of, and shall be binding on, their respective successors and permitted assigns.

8.8Assignment.  No Party may assign its rights or obligations under this Agreement without the prior written consent of each other Party, and any purported assignment without such consent shall be void and without effect.

8.9Counterparts.  This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each Party had signed the same document.

SECTION 9.
GOVERNING LAW AND JURISDICTION

9.1Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to its conflicts of law principles.

9.2Arbitration.

(a)Any dispute or claim arising out of or in connection with or relating to this Agreement, or the breach, termination or invalidity hereof (including the validity, scope and enforceability of this arbitration provision), shall be finally resolved by arbitration in Hong Kong under the auspices of the Arbitration Center and in accordance with the Hong Kong International Arbitration Center Administered Arbitration Rules (the “HKIAC Arbitration Rules”) in force when the Notice of Arbitration is submitted and as may be amended by the rest of this Section 9.2(a).  For the purpose of such arbitration, there shall be three arbitrators (the “Arbitration Board”). The plaintiff(s) shall jointly select one arbitrator and the defendant(s) shall jointly select one arbitrator. All selections shall be made within 30 days after the selecting Party gives or receives the demand for arbitration.  Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list.  The Chairman of the Arbitration Center shall select the third arbitrator.  If any arbitrator to be appointed by a Party has not been appointed and consented to participate within 30 days after the selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Arbitration Center.  The language of the arbitration shall be English.

(b)The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in Section 9.1. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

(c)Any award made by the Arbitration Board shall be final and binding on each of the Parties that were parties to the dispute. The Parties expressly agree to waive the applicability of any laws and regulations that would otherwise give

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the right to appeal the decisions of the Arbitration Board so that there shall be no appeal to any court of law for the award of the Arbitration Board, and a Party shall not challenge or resist the enforcement action taken by any other Party in whose favor an award of the Arbitration Board was given.

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IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first above written.

WANDA SPORTS & MEDIA (HONG KONG) HOLDING CO. LIMITED
By:	/s/ ZHANG Lin
	Name: ZHANG Lin
	Title: Director
WANDA SPORTS & MEDIA CO. LIMITED
By:	/s/ ZHANG Lin
	Name: ZHANG Lin
	Title: Director
WANDA SPORTS GROUP COMPANY LIMITED
By:	/s/ ZHANG Lin
	Name: ZHANG Lin
	Title: Director

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

IDG-ACCEL CHINA CAPITAL II L.P.
By:	/s/ Chi Sing Ho
	Name: Chi Sing Ho
	Title: Authorized Signatory
IDG-ACCEL CHINA CAPITAL II INVESTORS L.P.
By:	/s/ Chi Sing Ho
	Name: Chi Sing Ho
	Title: Authorized Signatory
IDG CHINA CAPITAL FUND III L.P.
By:	/s/ Chi Sing Ho
	Name: Chi Sing Ho
	Title: Authorized Signatory
IDG CHINA CAPITAL III INVESTORS L.P.
By:	/s/ Chi Sing Ho
	Name: Chi Sing Ho
	Title: Authorized Signatory

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

ACHIEVE SQUARE HOLDINGS LIMITED
By:	/s/ Chi Sing Ho
	Name: Chi Sing Ho
	Title: Authorized Signatory

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

ORIENT PEARL MEDIA SPORTS HOLDINGS LIMITED
BY:	/s/ Wong Hoi Pong
	Name: Wong Hoi Pong
	Title: Authorized Signatory

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

SHENGKE LIMITED
By:	/s/ James Sun
	Name: James Sun
	Title: Director

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

CHINA POINT (CAY) SPECIAL SITUATIONS FUND SPC — CHINA POINT SPECIAL SITUATIONS FUND I SP
By:	/s/ Ko Hin Ting James
	Name: Ko Hin Ting James
	Title: Director

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

ZHU XIANG INTERNATIONAL INVESTMENT LIMITED
By:	/s/ Cao Guanye
	Name: Cao Guanye
	Title: Director

[SIGNATURE PAGE TO SHARE EXCHANGE AGREEMENT]

SCHEDULE 1
LIST OF CO-INVESTORS

Name of Co- Investor	Registered Office	Number of HoldCo2 Exchange Shares	Percentage of Total Issued Shares in HoldCo2		Number of Company Exchange Shares	Percentage of Total Issued Shares in the Company
IDG-Accel China Capital II L.P.	c/o IDG Capital Management (HK) Ltd., Unit 5505, 55th Floor, The Center, 99 Queen’s Road Central, Hong Kong	1,196,625	2.79	%	2,532,806	1.50	%
IDG-Accel China Capital II Investors L.P.	c/o IDG Capital Management (HK) Ltd., Unit 5505, 55th Floor, The Center, 99 Queen’s Road Central, Hong Kong	53,375	0.12	%	112,975	0.07	%
IDG China Capital Fund III L.P.	lntertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands	1,381,250	3.22	%	2,923,588	1.73	%
IDG China Capital III Investors L.P.	lntertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands	181,250	0.42	%	383,638	0.23	%
Achieve Square Holdings Limited	Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, PO Box 2804, Grand Cayman KY1-1112, Cayman Islands	1,562,500	3.64	%	3,307,227	1.95	%
Orient Pearl Media Sports Holdings Limited	The Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, P.O. Box 2547, Cassia Court, Camana Bay,	2,253,125	5.25	%	4,769,021	2.82	%

1

Name of Co- Investor	Registered Office	Number of HoldCo2 Exchange Shares	Percentage of Total Issued Shares in HoldCo2		Number of Company Exchange Shares	Percentage of Total Issued Shares in the Company
	Grand Cayman, Cayman Islands
Shengke Limited	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	1,812,500	4.22	%	3,836,383	2.27	%
China Point (CAY) Special Situations Fund SPC — China Point Special Situations Fund I SP	c/o lntertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands	1,250,000	2.91	%	2,645,781	1.56	%
Zhu Xiang International Investment Limited	OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands	875,000	2.04	%	1,852,047	1.09	%
Total		10,565,625	24.61	%	22,363,466	13.21	%

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SCHEDULE 2
REPRESENTATIONS AND WARRANTIES OF EACH CO-INVESTOR

(A)Such Co-Investor has been duly incorporated and is validly existing under the laws of its place of incorporation and is not in receivership or liquidation.

(B)Such Co-Investor has legal right, power and authority to enter into, execute, deliver and perform its obligations under this Agreement.

(C)Such Co-Investor has taken all corporate action required by it to authorize it to enter into and to perform this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement.

(D)This Agreement constitutes validly and legally binding obligations of, and is enforceable against such Co-Investor.

(E)Such Co-Investor is the legal and beneficial owner of its HoldCo2 Exchange Shares free from any Encumbrance, and as a result of the Completion HoldCo1 will become the legal and beneficial owner of such HoldCo2 Exchange Shares free from any Encumbrance, except in each case as may exist by reason of applicable securities laws.

SCHEDULE 3
REPRESENTATIONS AND WARRANTIES OF HOLDCO1

(A)HoldCo1 has been duly incorporated and validly exists under the laws of its place of incorporation and is not in receivership or liquidation.

(B)HoldCo1 has full legal right, power and authority to enter into, execute, deliver and perform its obligations under this Agreement.

(C)HoldCo1 has taken all corporate action required by it to authorize it to enter into and to perform this Agreement, and any other documents to be executed by it pursuant to or in connection with this Agreement.

(D)This Agreement constitutes validly and legally binding obligations of, and is enforceable against HoldCo1.

(E)HoldCo1 will be the legal and beneficial owner of the corresponding number of Company Exchange Shares for each Co-Investor free from any Encumbrance prior to Completion, and as a result of the Completion each Co-Investor will become the legal and beneficial owner of the corresponding number of Company Exchange Shares free from any Encumbrance, except in each case as may exist by reason of applicable securities laws.

(F)True and complete copies of the following financial statements have been delivered to the Co-Investors: the audited consolidated balance sheet, cash flow statement and income statement (together with the notes thereto) of the Company for the fiscal years ended December 31, 2016 and 2017 and the unaudited consolidated balance sheet, cash flow statement and income statement of the Company for the fiscal year ended December 31, 2018 (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis and fairly present the consolidated financial conditions, results of operations and cash flows of the Company and its Subsidiaries as of the date and for the period indicated therein.

(G)None of the Company and its Subsidiaries have any liabilities or obligations that are required under IFRS to be reflected or reserved for in the Financial Statements as of the date and for the years set forth therein, other than liabilities and obligations (a) disclosed in the draft registration statement of the Company provided to the Co-Investors,  (b) that may have arisen in the ordinary course of business, or (c) which, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(H)Each of the Injected Business is and has been, since January 1, 2016, conducted in compliance with all applicable laws and regulations, except as disclosed in the draft registration statement of the Company provided to the Co-Investors or as would not be reasonably expected to have a Material Adverse Effect.

1

(I)True and complete copies of: (i) the valuation reports of PricewaterhouseCoopers with respect to the Injected Business dated [·], pursuant to which the exchange ratios and other details of the Share Exchange as set forth in Schedule 1 have been determined in good faith by HoldCo1, and (ii) the registration statement on Form F-1 to be confidentially submitted by the Company to the SEC, have been delivered to the Co-Investors. The information contained in the registration statement required to be filed with the SEC in connection with the IPO will not, as of its effective date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(J)As of the date hereof, the Restructuring shall have been duly completed in accordance with the Restructuring Plan and all applicable laws, and each Co-Investor shall have received all necessary documents evidencing the completion of the Restructuring.

2

SCHEDULE 4
FORM OF INSTRUMENT OF TRANSFER

[WANDA SPORTS & MEDIA CO. LIMITED]/[WANDA SPORTS GROUP COMPANY LIMITED]

I/We

of

in consideration of the sum of

paid to me/us by (name)

(occupation)

of (address)

(hereafter “the said Transferee”) do hereby
transfer to the said Transferee the share(s)

numbered

standing in my/our name in the register of:-

[WANDA SPORTS & MEDIA CO. LIMITED]/[WANDA SPORTS GROUP COMPANY LIMITED]

to hold unto the said Transferee its Executors, Administrators or Assigns, subject to the several conditions upon which I/we hold the same at the time of execution hereof.  And we, the said Transferee do hereby agree to take the said share(s) subject to the same conditions.

Witness my/our hands

1

Witness to the signature(s) of the Transferor	)
	)
	)
Witness’s name and address:	)
	)
	)
	)	Authorized signature(s)
		Transferor
Witness to the signature(s) of the Transferee	)
	)
	)
Witness’s name and address:	)
	)
	)
	)	Authorized signature(s)
		Transferee

2

SCHEDULE 5
FORM OF SOLD NOTE AND BOUGHT NOTE

SOLD NOTE

Name of Transferee:

Occupation:

Address:

Name of the Company in which the shares to be transferred:

WANDA SPORTS GROUP COMPANY LIMITED

Number of shares:

Consideration paid:

Authorized signature(s)

Transferor

Dated:

BOUGHT NOTE

Name of Transferor:

Occupation:

Address:

Name of the Company in which the shares to be transferred:

WANDA SPORTS GROUP COMPANY LIMITED

Number of shares:

Consideration paid:

Authorized signature(s)

Transferee

Dated:

EX-10.8

Exhibit 10.8

EXECUTION VERSION

SENIOR FACILITY AGREEMENT

USD400,000,000

SENIOR 364-DAY TERM LOAN FACILITY

Dated 15 March 2019

for

WANDA SPORTS GROUP COMPANY LIMITED

萬達體育集團有限公司

as Borrower

arranged by

MORGAN STANLEY ASIA LIMITED

as Arranger

with

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED

中國建設銀行(亞洲)股份有限公司

acting as Facility Agent

and

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED

中國建設銀行(亞洲)股份有限公司

acting as Calculation Agent

CONTENTS

Clause		Page
1.	Definitions and Interpretation	4
2.	The Facility	33
3.	Purpose	35
4.	Conditions of Utilisation	35
5.	Utilisation	35
6.	Repayment	36
7.	Prepayment and Cancellation	36
8.	Interest	40
9.	Interest Periods	40
10.	Fees	41
11.	Tax Gross-up and Indemnities	41
12.	Increased Costs	44
13.	Mitigation by the Lenders	46
14.	Other Indemnities	46
15.	Costs and Expenses	48
16.	Representations	48
17.	Information Undertakings	53
18.	Financial Covenants	57
19.	General Undertakings	61
20.	Events of Default	64
21.	Changes to the Lenders	67
22.	Changes to the Borrower	71
23.	Debt Purchase Transactions	71
24.	Role of the Administrative Parties	75
25.	Sharing among the Finance Parties	84
26.	Payment Mechanics	85
27.	Set-off	88
28.	Notices	88
29.	Calculations and Certificates	91
30.	Partial Invalidity	91
31.	Remedies and Waivers	91
32.	Amendments and Waivers	92
33.	Confidential Information	93
34.	Counterparts	95
35.	Governing Law	95
36.	Enforcement	96

Schedule
1.	The Original Lenders		97
2.	Conditions Precedent		98
3.	Utilisation Request		100
4.	Form of Transfer Certificate		101
5.	Form of Assignment Agreement		103
6.	Form of Compliance Certificate		106
7.	Form of Increase Confirmation		107
	Part 1	Form of Notice of Notifiable Debt Purchase Transaction	109
	Part 2	Form of Notice of Termination of Notifiable Debt Purchase Transaction	110
8.	Timetables		111
9.	Approved Lenders		112
	Part 1	Approved Lenders — Banks	112
	Part 2	Approved Lenders — Funds	114
Signatories			115

THIS AGREEMENT is dated 15 March 2019 and made

BETWEEN:

(1)WANDA SPORTS GROUP COMPANY LIMITED萬達體育集團有限公司, a limited liability company incorporated in Hong Kong with company number 2771009 its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (the Borrower);

(2)MORGAN STANLEY ASIA LIMITED as mandated lead arranger and bookrunner (the Arranger);

(3)THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the Original Lenders); and

(4)CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED 中國建設銀行(亞洲)股份有限公司 as facility agent (in this capacity, the Facility Agent); and

(5)CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED 中國建設銀行(亞洲)股份有限公司 as calculation agent (in this capacity, the Calculation Agent).

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

Account Bank means China Construction Bank (Asia) Corporation Limited 中國建設銀行(亞洲)股份有限公司.

Adjusted Leverage Ratio has the meaning given to that term in Clause 18.4 (Financial definitions).

Administrative Party means an Agent or the Arranger.

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.

Agent means the Facility Agent or the Calculation Agent.

Anti-Corruption Laws has the meaning given to that term in Clause 16.21 (Anti-corruption).

Anti-Money Laundering Laws has the meaning given to that term in Clause 16.20 (Anti-money laundering).

APLMA means the Asia Pacific Loan Market Association Limited.

Approved Lender List means the persons referred to in Schedule 10 (Approved Lenders).

Approved Stock Exchange means:

(a)NYSE;

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(b)Nasdaq; or

(c)any other internationally recognised major stock exchange or stock market approved by the Majority Lenders.

Assignment Agreement means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor, assignee and the Facility Agent.

Authorisation means:

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

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

Availability Period means the period from and including the date of this Agreement to and including the date falling 35 days after the date of this Agreement.

BOC Facility Agreement means the USD200,000,000 Facility Agreement dated 19 November 2015 between, among others, the Subordinated Creditor as borrower and Bank of China Limited, New York Branch as facility agent and security agent as amended by a supplemental letter dated 7 March 2018.

Borrowings has the meaning given to that term in Clause 18.4 (Financial definitions).

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong, Beijing and (in relation to any date for payment or purchase of US dollars) New York.

Change of Control Event means:

(a)the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the members of the Group taken as a whole to any person (including any “person” as that term is used in Section 13(d)(3) of the US Exchange Act); or

(b)the Parent ceases to be the “beneficial owner” (as defined in Rules 13d-3 and Rule 13d-5 under the US Exchange Act), directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Borrower, whether as a result of issuance of securities of the Borrower, any merger, consolidation, liquidation or dissolution of the Borrower, or any direct or indirect transfer of securities by the Borrower or otherwise.

CoC Lender Election Notice has the meaning given in Clause 7.2 (Change of control).

CoC Notice has the meaning given in Clause 7.2 (Change of control).

Code means the US Internal Revenue Code of 1986.

5

Commitment means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b)in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Competitor means any person or entity (other than the Parent or its Affiliate) principally engaged in the business of sports events, media and marketing, and each Affiliate of such person or entity engaged in such activities.

Compliance Certificate means a certificate delivered pursuant to Clause 17.2 (Compliance Certificate) and signed by one director of the Borrower substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

Confidential Information means all information relating to any Obligor, the Group, any Holding Company of the Borrower that is also a Subsidiary of the Parent, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)any member of the Group, any Obligor, any Holding Company of the Borrower that is also a Subsidiary of the Parent or any of their advisers; or

(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, any Obligor, any Holding Company of the Borrower that is also a Subsidiary of the Parent or any of their 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:

(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 33 (Confidential Information);

(ii)is identified in writing at the time of delivery as non-confidential by any member of the Group, any Obligor, any Holding Company of the Borrower that is also a Subsidiary of the Parent or any of their advisers; or

(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group, the Obligors or any Holding Company of the Borrower that is also a Subsidiary of the Parent and which, in each case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

6

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 Facility Agent.

Conflicted Lender means any Lender, where such Lender or any of its Affiliates is or, in respect of the Finance Documents only, is acting on behalf of (including in its capacity as the grantor of a Participation or any other agreement pursuant to which any voting or other rights of any Lender may pass to or be controlled or exercised by or at the direction of):

(a)a Competitor; or

(b)an investor or equity holder that has Control over a Competitor,

in each case whether before, upon or after such person becomes a Lender and including where a Lender or its Affiliate notifies the Facility Agent that it is such (in a Transfer Certificate or otherwise) and where it has been notified as such to the Facility Agent by the Borrower (acting reasonably and in good faith), provided that a Lender or its Affiliate will not be deemed to be a Conflicted Lender solely by virtue of that Lender or its Affiliate:

(i)being an Original Lender (or an assignee or transferee of an Original Lender following primary syndication), provided that it does not enter into any Participation with any person set out in paragraphs (a) or (b) above on or after the date of this Agreement;

(ii)dealing in shares in or securities of a Competitor, where the relevant teams and employees of that Lender or its Affiliate engaged in such dealings operate on the public side of an information barrier;

(iii)becoming an investor or equity holder in a Competitor as a consequence of a debt-for-equity swap in, or enforcement of security over shares of, that Competitor;

(iv)being an investor or equity holder in a Competitor through a separately managed private equity investment fund owned or managed by that Lender;

(v)engaging in any merger and acquisition or other advisory activity in relation to or on behalf of a Competitor; or

(vi)being a lender to any person referred to in paragraph (a) or (b) above,

and provided further that a Lender will not be deemed to be a Conflicted Lender if it is a financial institution subject to regulation or supervision by the Hong Kong Monetary Authority, the Monetary Authority of Singapore, the Financial Services Agency of Japan, the United Kingdom Financial Services Authority, the Bank of England, the European Central Bank, the Board of Governors of the Federal Reserve of the United States and/or any equivalent governmental authority regulating financial services in a jurisdiction or any successor or replacement governmental authority with equivalent principal functions from time to time or an Affiliate of such a financial institution.

For the purposes of this definition of “Conflicted Lender”, a person having Control over a Competitor means:

(A)such person holding more than 50 per cent. of the issued share capital of or equity interest in (or more than 50 per cent. of the issued voting share capital of or voting equity interest in such Competitor);

7

(B)such person having the right to determine the composition of a majority of the board of directors or equivalent body of such Competitor or having the power to manage or direct such Competitor whether through ownership of share capital or equity interest, by contract or otherwise; or

(C)such person being in a position where it is able to exercise decisive influence over such Competitor,

and, for the purposes of paragraph (C) above, decisive influence over a Competitor will be deemed to be established where such person possesses direct or indirect consent rights or negative veto rights over the strategic business behaviour (including decisions related to budgets, business plans, major investments or the appointment of senior management) of that Competitor, including any such rights through ownership of share capital or equity interest, by contract or otherwise, provided that the mere possession or exercise of voting rights by such person (at general meetings of such Competitor) as a holder of share capital or equity interest in such Competitor, which voting rights are proportionate to the proportion born by the voting share capital or equity interest in that Competitor held by such person to the aggregate voting share capital or equity interest in that Competitor, shall not in itself constitute “decisive influence” for such purposes unless the voting rights exercisable by or at the direction of such person (together with any person(s) acting in concert with it) (1) constitute a majority of the aggregate voting rights of holders of share capital or equity interest in such Competitor that are capable of being exercised or (2) can (without aggregation with any voting rights of any other person) directly or indirectly control or veto any decisions with respect to the strategic business behaviour (including decisions related to budgets, business plans, major investments or the appointment of senior management) of that Competitor.

Consolidated Net Income means, for any period, the aggregate net income of the Borrower and its Subsidiaries for such period, on a consolidated basis, as determined in accordance with GAAP; provided that the following items shall be excluded in computing Consolidated Net Income (without duplication):

(a)the net income (or loss) of any person that is accounted for by the equity method of accounting except that, subject to the exclusion contained in paragraph (e) below, the Borrower’s equity in the net income of any such person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such person during such period to the Borrower or another member of the Group as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another member of the Group, to the limitations contained in paragraph (c) below);

(b)the net income (or loss) of any person accrued prior to the date it becomes a member of the Group or is merged into or consolidated with the Borrower or any other member of the Group or all or substantially all of the property and assets of such person are acquired by the Borrower or any other member of the Group, save that any such accrued net income (or loss) arising from or in connection with the Permitted Reorganisation shall be included for the purpose of calculating Consolidated Net Income;

(c)the net income (but not loss) of any member of the Group to the extent that the declaration or payment of dividends or similar distributions by such member of the Group of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other similar constitutive documents, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such member of the Group, unless such restriction with respect to the payment of Restricted Payments have been legally waived;

8

(d)the cumulative effect of a change in accounting principles;

(e)any net after-tax effect of gains or losses realised on the sale or other disposition of:

(i)any property or assets of the Borrower or any member of the Group which is not sold in the ordinary course of its business; or

(ii)any shares, stock or other equity interests of any person (including any gains or losses by the Borrower realised on sales of shares, stock or other equity interests of any other member of the Group);

(f)any translation gains or losses due solely to fluctuations in currency values and related tax effects;

(g)any net after-tax effect of extraordinary or non-recurring gains or losses;

(h)any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortisation of intangibles arising pursuant to GAAP; and

(i)any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration, or payout of equity interests by management, other employees or business partners of the Borrower.

Dataroom means the dataroom hosted with Merrill Datasite containing information on the Facility, the Group and the Obligors.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)purchases by way of assignment or transfer;

(b)enters into any sub-participation in respect of; or

(c)enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment (or any commitment represented thereby) or amount outstanding under this Agreement.

Default means an Event of Default or any event or circumstance specified in Clause 20 (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.

9

Defaulting Lender means any Lender:

(a)which has failed to make its participation in the Loan available or has notified the Facility Agent that it will not make its participation in the Loan available by the Utilisation Date for the Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)which has otherwise rescinded or repudiated any of its material obligations under a Finance Document; or

(c)with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by administrative or technical error or a Disruption Event, and payment is made within five Business Days of its due date; or

(ii)that Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Disposal means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

Disruption Event means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Distressed Investor means any loan-to-own fund, vulture fund, hedge fund or distressed debt fund, any other entity (including a business group within a bank or financial institution) which is established for or principally invests in distressed debt (or any similar fund or entity), or any fund or entity similar to any of the foregoing but excluding any Original Lender (in its capacity as such) provided that a bank or financial institution shall not constitute a “Distressed Investor” solely by virtue of any restructuring or workout desk within such bank or financial institution if an Event of Default has occurred and is continuing.

EDGAR means the Electronic Data Gathering Analysis and Retrieval system operated by the SEC.

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Eligible Lender means each person which:

(a)in relation to any Equity Upside payable in connection with the prepayment of the Loan under Clause 7.3 (IPO), either:

(i)is a Lender on the day of prepayment; or

(ii)was a Lender at any time during the Eligible Period and had its participation prepaid during the Eligible Period; and

(b)in relation to any Equity Upside payable in connection with any other repayment of the Loan after the IPO Date, is a Lender at the time of the repayment,

but excluding any person that was a Replaceable Lender and had been replaced as a Lender in accordance with Clause 7.5 (Replaceable Lender) by the time of the repayment or prepayment.

Eligible Period means, with respect to any repayment of the whole or any part of the Loan on or after the IPO Date, the period commencing on (and including) the date falling 12 Months before the IPO Date and ending on (but excluding) the date of repayment.

Environmental Law means any applicable law in any jurisdiction in which any member of the 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.

Equity Upside means, subject to Clause 7.8 (Maximum payment):

(a)with respect to a repayment of the whole or any part of the Loan under Clause 7.3 (IPO), an amount calculated by the Calculation Agent as follows:

where:

AV=the Valuation as at the IPO Date

TV=the Target Valuation

L=the IPO Repayment Amount

RL=the principal amount (if any) of the Loan repaid during the Eligible Period; and

(b)with respect to any other repayment of any part of the Loan after the IPO Date, an amount calculated by the Calculation Agent as follows:

where:

AV=the Valuation as at the date of repayment

TV=the Target Valuation

L=the principal amount of the Loan repaid on that date of repayment.

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If the amount calculated is less than zero, the Equity Upside shall be deemed to equal zero.  Each amount shall be expressed in its USD equivalent.

Event of Default means any event or circumstance specified as such in Clause 20 (Events of Default).

Excluded Lease means any lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease.

Existing Infront Facility Agreement means the credit facilities agreement dated 18 May 2018 between, among others, Infront Sports & Media AG as borrower, Infront as guarantor and UBS Switzerland AG as agent and security agent (as amended by an amendment agreement dated 21 November 2018).

Existing WEH Facility Agreement means the credit agreement dated 26 June 2014 between, among others, World Triathlon Corporation as borrower, WEH as holdings and UBS AG, Stamford Branch as administrative agent (as amended by two amendment agreements dated 18 November 2015 and 5 June 2017 respectively).

Facility means the senior 364-day term loan facility made available under this Agreement as described in Clause 2 (The Facility).

Facility Office means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

FATCA means:

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

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

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

FATCA Application Date means:

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

(b)in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

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

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

Fee Letter means:

(a)the arrangement fee letter dated on or about the date of this Agreement between the Arranger and the Borrower;

(b)the agency fee letter dated on or about the date of this Agreement between the Agents and the Borrower; or

(c)any agreement setting out fees payable to a Finance Party referred to in paragraph (e) of Clause 2.2 (Increase) or under any other Finance Document.

Finance Document means this Agreement, the Keepwell Deed, a Fee Letter, the Subordination Deed, any Utilisation Request or any other document designated as such by the Facility Agent and the Borrower.

Finance Lease means any lease or hire purchase contract, or a liability under which would, in accordance with the GAAP, be treated as a balance sheet liability (other than an Excluded Lease).

Finance Party means an Agent, the Arranger or a Lender.

Financial Indebtedness means any indebtedness for or in respect of:

(a)moneys borrowed;

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

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

(d)the amount of any liability in respect of Finance Leases;

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

(f)any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as a borrowing in accordance with GAAP;

(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

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

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

Financial Quarter has the meaning given to that term in Clause 18.4 (Financial definitions).

Financial Year has the meaning given to that term in Clause 18.4 (Financial definitions).

First Test Date has the meaning given to that term in Clause 18.4 (Financial definitions).

GAAP means IFRS.

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

Group means the Borrower and its Subsidiaries from time to time.

Group Structure Chart means a group structure chart in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

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

Holding SPV Entity means any member of the Group (other than the Borrower) which is a holding company and established for the sole purpose of owning shares in, and advancing shareholder loans to, its Subsidiaries and which does not otherwise carry on any business or activity, own any assets or incur any liabilities other than which is reasonably incidental to such purpose.

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

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Illegal Lender means a Lender to whom an Obligor is or becomes (or would, but for any replacement of such Lender pursuant to Clause 7.5 (Replaceable Lender), be) obliged to repay or prepay pursuant to Clause 7.1 (Illegality).

Impaired Agent means an Agent at any time when:

(a)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)that Agent otherwise rescinds or repudiates a Finance Document;

(c)(if that Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)an Insolvency Event has occurred and is continuing with respect to that Agent,

unless in the case of paragraph (a) above:

(i)its failure to pay is caused by administrative or technical error or a Disruption Event, and payment is made within five Business Days of its due date;

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(ii)that Agent is disputing in good faith whether it is contractually obliged to make the payment in question; or

(iii)its failure is due to another Party failing to fund that Agent in accordance with a Finance Document.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 7 (Form of Increase Confirmation).

Increase Lender has the meaning given to that term in Clause 2.2 (Increase).

Increased Costs Lender means a Lender to whom the Borrower is (or would, but for any replacement of such Lender pursuant to Clause 7.5 (Replaceable Lender), be) required to pay Increased Costs under Clause 12 (Increased Costs), to make a tax gross up payment under paragraph (a) of Clause 11.2 (Tax gross-up) or tax indemnity payment under Clause 11.3 (Tax indemnity).

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

Information Package means the investor presentation and other documents which, at the Borrower’s request and on its behalf, were made available to selected financial institutions in the Dataroom before the date of this Agreement.

Infront means Infront Holding AG.

Infront Facility Agreement means:

(a)the Existing Infront Facility Agreement, without taking into account any waiver in connection with, or any amendment or supplement to any representations, warranties, undertakings, financial covenants or events of default (howsoever described) which are adverse to the interests of the Lenders; and

(b)any refinancing of the Existing Infront Facility Agreement or any subsequent Infront Facility Agreement (each a Previous Infront Facility Agreement) where:

(i)the proceeds of that refinancing discharge the Financial Indebtedness under the Previous Infront Facility Agreement in full;

(ii)the representations, warranties, undertakings, financial covenants and events of default (howsoever described) or any other provisions associated with them with respect to that refinancing are not any more adverse  (or in the case of any refinancing of the Existing Infront Facility Agreement, materially adverse, and which have been certified by a director or chief financial officer of the Borrower as not more materially adverse) to the interests of the Lenders than under the Previous Infront Facility Agreement;

(iii)the Financial Indebtedness created as a result of that refinancing satisfies the condition referred to in sub-paragraph (f)(iii) of the definition of “Permitted Financial Indebtedness”); and

(iv)no creditor with respect to that refinancing is at any time a member of the Group or an Affiliate of the Borrower.

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Infront Group means Infront and its Subsidiaries from time to time (which will include, after the completion of the Permitted Reorganisation, Wanda Sports Co., Ltd. and its Subsidiaries).

Infront Holding SPV Entity means any Holding SPV Entity that directly or indirectly owns any member of the Infront Group.

Insolvency Event in relation to a Finance Party means that such Finance Party:

(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with, or for the benefit of, its creditors;

(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar official;

(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)has a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (f) above; or

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(j)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Interest Payment Date means the last day of each Interest Period.

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).

Interest Rate means 11.5 per cent. per annum.

IPO means an initial public offering of the Shares on an Approved Stock Exchange where:

(a)the Shares (or depositary receipts representing the Shares) are listed in accordance with all applicable rules of that Approved Stock Exchange; and

(b)the Shares (or depositary receipts representing the Shares) can be traded on that Approved Stock Exchange.

IPO Date means the date on which the sale of Shares (or depositary receipts representing the Shares) pursuant to an IPO closes.

IPO Net Proceeds means the cash proceeds of the IPO which are received by the Borrower after deducting:

(a)underwriting commission and discounts;

(b)any Tax incurred by the Borrower and required to be paid or reserved for with respect to the IPO; and

(c)any fees, costs and expenses reasonably incurred by the Borrower with respect to the IPO.

IPO Repayment Amount means, at  any time, an amount determined by the Calculation Agent to be equal to the lesser of:

(a)the outstanding amount of the Loan at that time; and

(b)the greater of:

(i)50 per cent. of the IPO Net Proceeds (as certified by the Borrower to the Calculation Agent in accordance with paragraph (b) of Clause 7.3 (IPO)); and

(ii)US$200,000,000.

Keepwell Deed means the keepwell deed dated on or about the date of this Agreement between the Borrower, the Parent and the Facility Agent in relation to the Facility.

Legal Reservations means:

(a)the principle that certain (including equitable) remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to bankruptcy, insolvency, reorganisation, court schemes, administration, moratoria and other laws generally affecting the rights of creditors;

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(b)the time barring of claims under applicable statutes of limitation (or equivalent legislation), the possibility that an undertaking to assume liability for or indemnify a person against non payment of stamp duty may be void and defences of acquiescence, set off or counterclaim;

(c)similar principles, rights and defences in respect of the enforceability of a contract, agreement or undertaking under the laws of any relevant jurisdiction; and

(d)any other matters which are set out as qualifications or reservations as to matters of law of general application and which are set out in the legal opinions delivered to the Facility Agent under Clause 4.1 (Initial conditions precedent).

Lender means:

(a)any Original Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 2.2 (Increase) or Clause 21 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

Loan means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments immediately prior to the reduction).

Make-Whole Amount means, subject to Clause 7.8 (Maximum payment), in relation to the principal amount of the Loan being prepaid, the amount determined by the Calculation Agent as being the amount of interest that would have accrued on that principal amount being prepaid from and including the date of prepayment to but excluding the date falling nine months after the Utilisation Date.

Material Adverse Effect means a material adverse effect on:

(a)the business, assets, financial condition or results of operation of the Parent or of the Group (taken as a whole);

(b)the ability of any of the Obligors to perform its payment obligations under the Finance Documents; or

(c)the validity or enforceability of, or the rights or remedies of any Finance Party under, the Finance Documents.

Maturity Date means the date falling 364 days from the Utilisation Date.

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

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

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

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

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

New Business Group means any member of the Group and its Subsidiaries, other than where that member of the Group is:

(a)the Borrower;

(b)any Infront Holding SPV Entity;

(c)any WEH Holding SPV Entity;

(d)any member of the Infront Group; or

(e)any member of the WEH Group.

New Lender has the meaning given to that term in Clause 21 (Changes to the Lenders).

Non-Consenting Lender means any Lender which does not consent to any decision requiring a waiver or amendment or other consent requested in respect of the Facility or any Finance Document, if:

(a)any Obligor, through the Facility Agent, has requested that consent, waiver or amendment in relation to any Finance Document;

(b)the consent, waiver or amendment in question requires the approval of all the Lenders; and

(c)Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments immediately prior to the reduction) have agreed to that consent, waiver or amendment.

Non-Responding Lender means any Lender that fails to:

(a)accept or reject a request by or on behalf of any of the Obligors for any waiver, amendment or other consent requested in relation to the Facility within ten Business Days (or, if the Borrower agrees to a longer time period in relation to that request or the Borrower specifies a longer period in that request during which a Lender may respond, on or prior to the expiry of such longer period so agreed or specified by the Borrower) of a written request; or

(b)sign a Transfer Certificate or an Assignment Agreement within two Business Days of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations required to be performed by such Lender following any request pursuant to paragraph (d) of Clause 7.5 (Replaceable Lender).

Notifiable Debt Purchase Transaction has the meaning given to that term in Clause 23.2 (Disenfranchisement of Parent Affiliates).

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Obligors means the Borrower and the Parent, and Obligor means each one of them.

Open Order has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Open Order Process has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Original Financial Statements means in relation to the Borrower:

(a)at any time before satisfaction of the condition subsequent set out in paragraph (a) of Clause 19.15 (Conditions subsequent), its audited consolidated financial statements for its financial year ended 31 December 2017; and

(b)at any time on and from satisfaction of the condition subsequent set out in paragraph (a) of Clause 19.15 (Conditions subsequent), its audited consolidated financial statements for its financial year ended 31 December 2018.

Parent means Beijing Wanda Culture Industry Group Co. Limited (北京万达文化产业集团有限公司), a company incorporated in the PRC.

Parent Affiliate means the Parent and each of its Affiliates.

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Participation means, in relation to a person, a transaction where such person:

(a)enters into any sub-participation in respect of; or

(b)enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment (or any commitment represented thereby) or amount outstanding under this Agreement.

Party means a party to this Agreement.

Permitted Acquisition means:

(a)any acquisition or investment which constitutes or is part of a Permitted Disposal or a Permitted Transaction;

(b)any acquisition by the Borrower or any member of a Group of the entirety of the issued share capital of or equity interests in a limited liability company or entity (including by way of formation) which has not traded and has no assets or any liabilities prior to the date of such acquisition;

(c)any acquisition of shares following the conversion of an intra-Group loan into equity other than any loans from the Borrower to any other member of the Group;

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(d)any acquisition or investment to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(e)any acquisition or investment which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement; or

(iii)made by the Borrower, any WEH Unrestricted Subsidiary or any member of a New Business Group, provided that immediately after the completion of such acquisition or investment, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such acquisition or investment is completed is less than 6.0:1 on a pro forma basis.

Permitted Disposal means a Disposal:

(a)of trading stock, inventory or cash in the ordinary course of business of the disposing entity being a member of a New Business Group;

(b)of assets in exchange for, replacement for or investment in other assets (which are of a comparable or superior type, value or quality) which are used in the operation of the business of a New Business Group;

(c)of assets (other than shares, businesses and intellectual property) which are obsolete, redundant or no longer required for the business or operations of a New Business Group for cash;

(d)of cash which is not specifically prohibited by the terms of the Finance Documents;

(e)arising as a result of any Permitted Security, or which constitutes, is part of, or is made under or is necessary to implement, a Permitted Transaction, Permitted Payment, Permitted Financial Indebtedness or is otherwise expressly permitted in a Finance Document;

(f)constituting a licence, lease, sub-licence or sub-lease of real property or a licence of intellectual property, in each case between members of the Group or in the ordinary course of business of a New Business Group;

(g)of rights relating to hedging transactions, constituted by any termination or close out of such hedging transaction, where such hedging transaction entered into by a member of a New Business Group for the purpose of:

(i)hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or

(ii)its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only; or

(iii)any other hedging transaction to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent, excluding, in each case, any Disposal under a credit support arrangement in relation to a hedging transaction;

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(h)where the net sale proceeds of the Disposal are applied towards mandatory prepayment of the Facility under Clause 7.2 (Change of control) as a result of a Disposal described under paragraph (a) of the definition of “Change of Control Event” occurring;

(i)any disposal of an intra-Group loan (other than a loan from the Borrower to another member of the Group) as a result of the conversion of such intra-Group loan into equity pursuant to paragraph (c) of the definition of “Permitted Acquisition”.

(j)to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(k)which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement; or

(iii)made by the Borrower, any WEH Unrestricted Subsidiary or any member of a New Business Group, provided that immediately after the completion of such Disposal, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Disposal is completed is less than 6.0:1 on a pro forma basis.

Permitted Financial Indebtedness means Financial Indebtedness:

(a)arising under any of the Finance Documents;

(b)which constitutes:

(i)the Subordinated Receivable; or

(ii)any other shareholder loan advanced from time to time by the Subordinated Creditor and which is subordinated to the Facility on the terms set out in the Subordination Deed;

(c)constituting, or that is part of or made or incurred under, a Permitted Guarantee, a Permitted Payment under paragraph (a) of its definition or a Permitted Transaction;

(d)any Financial Indebtedness incurred to refinance in full all outstanding amounts under the Finance Documents;

(e)which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(f)which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

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(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement;

(iii)incurred by any member of the Infront Group or any member of the WEH Group; or

(iv)on or after the occurrence of a Qualifying IPO, incurred by any member of a New Business Group,

provided that, in each case under sub-paragraphs (i) to (iv) above, immediately after the incurrence of such Financial Indebtedness, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Financial Indebtedness is incurred is less than 6.0:1 on a pro forma basis.

Permitted Guarantee means:

(a)any guarantee or indemnity under the Finance Documents;

(b)any guarantee or indemnity granted by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group to a financial institution on that financial institution’s standard terms and conditions (or better) or under applicable law in respect of accounts and services;

(c)any guarantee granted by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group as required by a court, tribunal, arbitral body or agency in connection with arbitration and other legal proceedings not otherwise being an Event of Default;

(d)any indemnity given by the Borrower or a member of a New Business Group, in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

(e)any guarantee given by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group to a landlord in the ordinary course of business and any guarantee or counter indemnity in favour of a financial institution which has guaranteed rent obligations of such person in respect of real property in the ordinary course of business for such person;

(f)any customary guarantee or indemnity given by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group in a mandate, engagement or commitment letter in favour of a professional adviser, banker, consultant or service provider;

(g)any customary indemnity given by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group in favour of a director or officer of that member of the Group in connection with the performance of his or her duties as such;

(h)any guarantee to which the Facility Agent (on the instructions of the Majority Lenders) has given prior written consent; or

(i)any guarantee which is:

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(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement (other than a guarantee of Borrowings);

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement (other than a guarantee of Borrowings);

(iii)given by any member of the Infront Group or any member of the WEH Group; or

(iv)on or after the occurrence of a Qualifying IPO, given by any member of a New Business Group,

provided that, in each case under sub-paragraphs (i) to (iv) above, immediately after the giving of such guarantee, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such guarantee is given is less than 6.0:1 on a pro forma basis.

Permitted Payment means:

(a)a  Restricted Payment made by a member of the Group to any other member of the Group;

(b)the payment in whole or in part of the Subordinated Receivable under paragraph (e) of the definition of “Permitted Reorganisation” using the proceeds of the Loan provided that the payment is made when no Default is continuing or would occur immediately after the making of the payment;

(c)any loan or credit constituted by any cash credit balance at a bank or other financial institution;

(d)on or after the occurrence of a Qualifying IPO, any trade credit extended in the ordinary course of business and/or any advance payment made in the ordinary course of business of any member of a New Business Group;

(e)any Restricted Payment which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement to be made to any member of the Group; or

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement to be made to any member of the Group;

(f)any Restricted Payment to which the Facility Agent (on the instructions of the Majority Lenders) has given prior written consent; or

(g)any Restricted Payment where the Restricted Payment is made when no Default is continuing or would occur immediately after the declaration (in the case of a dividend distribution by the Borrower on or after the occurrence of the IPO Date) or making (in any other case) of the Restricted Payment and:

(i)the aggregate amount of the Restricted Payment and all other Restricted Payments made by the Borrower pursuant to this sub-paragraph (i) or sub-paragraph (ii) below since the Utilisation Date would not exceed 50 per cent. of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the Financial Quarter during which the Utilisation Date occurs to the end of the most recent Financial Quarter (for which financial statements are available) immediately prior to the date such Permitted Payment is made (or, in case such Consolidated Net Income shall be a deficit, minus 100 per cent. of such deficit); or

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(ii)immediately after the making of the Restricted Payment, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Restricted Payment is made is less than 3.5:1 on a pro forma basis.

Permitted Reorganisation means the entry into the following transactions:

(a)the acquisition by the Borrower of approximately 94.30% of the entire issued share capital of Infront from Infront International Holdings AG, in exchange for the Borrower’s issuance of 92,216,208 Class B ordinary shares, representing approximately 100.00% of the then issued share capital of the Borrower, to Infront International Holdings AG;

(b)the acquisition by the Borrower of approximately (i) 5.70% of the entire issued share capital of Infront and (ii) any further shares of Infront from future capital increases out of existing conditional share capital, in each case from, the Subordinated Creditor, its affiliates and/or certain individual shareholders, in exchange for the Borrower’s issuance of 5,878,399 Class B ordinary shares, representing approximately 3.47% of the then issued share capital of the Borrower, to the Subordinated Creditor;

(c)Wanda Sports Co., Ltd. and its shareholders entering into variable interest entity contracts with Infront Sports Media (China) Co., Ltd. for consolidation of Wanda Sports Co., Ltd. into the Borrower, in exchange for the Borrower’s issuance of 32,346,028 Class B ordinary shares, representing approximately 19.10% of the then issued share capital of the Borrower, to the Subordinated Creditor;

(d)the acquisition by the Borrower of the entire issued share capital of Wanda Sports Holdings (USA) Inc. from the Subordinated Creditor in exchange for (i) the Borrower’s issuance of 38,890,537 Class B ordinary shares, representing approximately 22.97% of the then issued share capital of the Borrower, to the Subordinated Creditor and (ii) the Subordinated Receivable;

(e)the payment of the Subordinated Receivable; and

(f)the transfer of an aggregate of approximately 13.21% of the then issued share capital of the Borrower by the Subordinated Creditor to the co-investors in exchange for all shares of Wanda Sports & Media Co. Limited held by such co-investors, representing an aggregate of approximately 24.61% of the entire issued share capital of Wanda Sports & Media Co. Limited.

Permitted Security means:

(a)any Security or Quasi-Security arising by operation of law and in the ordinary course of trading and not arising as a result of any default or omission by any member of the Group;

(b)any Security or Quasi-Security granted to a financial institution on that financial institution’s standard terms and conditions (or better) or under applicable law in respect of accounts and services;

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(c)on or after the occurrence of a Qualifying IPO, any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of a New Business Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of a New Business Group;

(d)any Security or Quasi-Security which constitutes a Permitted Disposal;

(e)any netting or set-off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(f)any set-off arrangements under Permitted Financial Indebtedness;

(g)any Security or Quasi-Security arising or constituted under a Finance Document;

(h)any Security over any rental deposits in respect of any property leased or licensed by the Borrower or any other member of the Group to secure rental payment obligations;

(i)on or after the occurrence of a Qualifying IPO, any Security over documents of title and goods, rights relating to those goods and ancillary assets (including insurance relating to such goods) granted by any member of a New Business Group as part of a documentary credit transaction;

(j)any Security or Quasi-Security over cash paid into an escrow or similar account in connection with a Permitted Disposal or a Permitted Acquisition including those in favour of any tax, customs or bonding authorities;

(k)on or after the occurrence of a Qualifying IPO, any cash collateral provided in respect of letters of credit or bank guarantees to the issuer of those letters of credit or bank guarantees (where such letters of credit or bank guarantees are issued for the benefit of any member of a New Business Group);

(l)deposits to secure the performance of bids, trade contracts, governmental contracts and leases (in each case other than Financial Indebtedness), statutory obligations, surety, stays, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) of the Borrower or any member of a New Business Group incurred in the ordinary course of business of that New Business Group;

(m)any Security or Quasi-Security to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(n)any Security or Quasi-Security which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement; or

(iii)granted by:

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(A)the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group with respect to such Security or Quasi-Security which arises out of judgments or awards and/or the rules of any applicable court in respect of any litigation involving such persons;

(B)any member of the Infront Group or any member of the WEH Group; or

(C)on or after the occurrence of a Qualifying IPO, any member of a New Business Group,

provided that, in each case under sub-paragraphs (A) to (C) above, immediately after the incurrence of Financial Indebtedness which is secured by such Security or Quasi-Security, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Financial Indebtedness is incurred is less than 6.0:1 on a pro forma basis.

Permitted Transaction means:

(a)the Permitted Reorganisation;

(b)all necessary steps required to complete the IPO;

(c)any other transaction to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent to constitute a Permitted Transaction; or

(d)the solvent liquidation, reorganisation, merger, demerger, amalgamation, consolidation or corporate reconstruction of any member of the Group (other than the Borrower), provided that immediately after the entry into such transaction, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such transaction is entered into is less than 6.0:1 on a pro forma basis.

PRC means the People’s Republic of China, but (solely for the purposes of the Finance Documents) excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

Pro Rata Share means, at any time:

(a)for the purpose of determining a Lender’s participation in the Utilisation, the proportion which its Commitment then bears to the Total Commitments;

(b)for the purpose of determining the sharing of any Equity Upside among the Eligible Lenders in connection with the repayment of any part of the Loan, the proportion which an Eligible Lender’s participation in the Loan that has been repaid (including any participation of that Eligible Lender which has been repaid at any time during the Eligible Period, if applicable) bears to the total amount of the Loan that has been repaid (including any amount of the Loan which has been repaid during the Eligible Period, if applicable); and

(c)for any other purpose:

(i)the proportion which a Lender’s participation in the Loan then bears to all the Loan;

(ii)if there is no Loan then outstanding, the proportion which its Commitments then bear to the Total Commitments; or

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(iii)if there is no Loan then outstanding and the Total Commitments have been reduced to zero, the proportion which its Commitment bore to the Total Commitments immediately before the reduction.

Purchase Agent has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Qualifying IPO means each of the following has occurred:

(a)the IPO has occurred; and

(b)the Loan has been prepaid in accordance with Clause 7.3 (IPO) in an amount equal to not less than the IPO Repayment Amount.

Quarter Date has the meaning given to that term in Clause 18.4 (Financial definitions).

Quasi-Security means:

(a)any arrangement or transaction under which the Borrower or any other member of the Group will sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or reacquired by the Borrower or any other member of the Group;

(b)any arrangement or transaction under which the Borrower or any other member of the Group will sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c)any title retention arrangement;

(d)any arrangement under which money or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts; or

(e)any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising or assuring the payment of Financial Indebtedness or of financing the acquisition of an asset.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

Relevant Period has the meaning given to that term in Clause 18.4 (Financial definitions).

Relevant Stock Exchange means, in respect of an initial public offering by the Borrower of Shares, the Approved Stock Exchange on which the Shares are listed or are to be listed.

Repeating Representations means each of the representations set out in Clause 16 (Representations) other than:

(a)Clause 16.7 (Deduction of Tax);

(b)Clause 16.8 (No filing or stamp taxes);

(c)paragraph (a) of Clause 16.9 (No default);

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(d)paragraphs (a) to (d) of Clause 16.10 (No misleading information);

(e)paragraphs (a) and (c) of Clause 16.11 (Financial statements);

(f)Clause 16.12 (Pari passu ranking);

(g)Clause 16.13 (No proceedings); and

(h)Clauses 16.15 (No debt) to 16.22 (Immunity) (other than paragraph (b) of  Clause 16.17 (Ownership)).

Replaceable Lender means:

(a)a Defaulting Lender;

(b)an Increased Costs Lender;

(c)an Illegal Lender; or

(d)a Non-Consenting Lender.

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Restricted Payment with respect to any person means:

(a)the declaration or payment of any dividends or any other distributions of any sort in respect of its shares, stock or other equity interests or similar payment to the direct or indirect holders of its shares, stock or other equity interests;

(b)a payment by a person being the creditor in respect of Financial Indebtedness;

(c)the repayment of any Financial Indebtedness (including the Subordinated Receivable) by a person to any of its Affiliates; or

(d)the purchase, call for redemption, redemption or other acquisition or retirement for value by that person of any shares, stock or other equity interests of that person or any of its Subsidiaries;

Sanctions has the meaning given to that term in Clause 16.19 (Sanctions).

SEC means the US Securities and Exchange Commission.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Shares means the ordinary shares in the capital of the Borrower and all other shares or stock (if any) of the Borrower from time to time and for the time being ranking pari passu with the ordinary shares.

Solicitation Day has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Solicitation Process has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

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Specified Time means a day or time determined in accordance with Schedule 9 (Timetables).

Subordinated Creditor means Wanda Sports & Media (Hong Kong) Holding Co. Limited 萬達體育傳媒(香港)控股有限公司, a limited liability company incorporated in Hong Kong with company number 2252412.

Subordinated Receivable means the receivable payable by the Borrower to the Subordinated Creditor in the amount of US$400,000,000.

Subordination Deed means the subordination deed dated on or about the date of this Agreement between the Borrower, the Facility Agent and the Subordinated Creditor in relation to the Facility.

Subsidiary means, in relation to any company or corporation, a company or corporation:

(a)which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

Target Valuation means US$3,576,178,278.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Deduction has the meaning given to such term in Clause 11.1 (Tax definitions).

Test Date has the meaning given to that term in Clause 18.4 (Financial definitions).

Total Commitments means at any time the aggregate of the Commitments (being US$400,000,000 at the date of this Agreement).

Total Net Debt has the meaning given to that term in Clause 18.4 (Financial definitions).

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

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US means the United States of America.

US Exchange Act means the US Securities Exchange Act of 1934.

Utilisation means the utilisation of the Facility.

Utilisation Date means the date of the Utilisation, being the date on which the Loan is to be made.

Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

Valuation means, on any day on or after the IPO Date, the Borrower’s enterprise value for that day calculated as the sum of the Borrower’s Equity Value and Total Net Debt (deducting any amount outstanding under the Subordinated Receivable as at the latest Quarter Date before that date and excluding paragraph (c) of the definition of “Total Net Debt” and if the day is the IPO Date, paragraph (d) of the definition of “Total Net Debt” takes into account the proceeds of the IPO primary offering on a pro forma basis) as at the latest Quarter Date before that date, where for the purposes of this definition, Equity Value means the offer price per Share of the most recent follow-on offering of Shares conducted by the Borrower, if applicable, or otherwise the offering price per Share for the IPO, multiplied by the total number of Shares on issue as at that day (taking into account the new primary Shares issued at the IPO if the day is the IPO Date) (as certified by the Borrower to the Calculation Agent in accordance with paragraph (a) of Clause 7.6 (Equity Upside).

Voting Participation means a Participation which includes a transfer of any voting rights, directly or indirectly, under, or in relation to, the Finance Documents (including arising as a result of being able to direct the way that another person exercises its voting rights).

Voting Stock means of the Borrower, as of any date, its issued share capital that is at the time entitled to vote in the election of the board of directors of the Borrower.

WEH means World Endurance Holdings, Inc.

WEH Facility Agreement means:

(a)the Existing WEH Facility Agreement, without taking into account any waiver in connection with, or any amendment or supplement to any representations, warranties, undertakings, financial covenants or events of default (howsoever described) which are adverse to the interests of the Lenders; and

(b)any refinancing of the Existing WEH Facility Agreement or any subsequent WEH Facility Agreement (each a Previous WEH Facility Agreement) where:

(i)the proceeds of that refinancing discharge the Financial Indebtedness under the Previous WEH Facility Agreement in full;

(ii)the representations, warranties, undertakings, financial covenants and events of default (howsoever described) or any other provisions associated with them with respect to that refinancing are not any more adverse (or in the case of any refinancing of the Existing WEH Facility Agreement, materially adverse, and which have been certified by a director or chief financial officer of the Borrower as not more materially adverse) to the interests of the Lenders than under the Previous WEH Facility Agreement;

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(iii)the Financial Indebtedness created as a result of that refinancing satisfies the condition referred to in sub-paragraph (f)(iii) of the definition of “Permitted Financial Indebtedness”); and

(iv)no creditor with respect to that refinancing is at any time a member of the Group or an Affiliate of the Borrower.

WEH Group means WEH and its Subsidiaries from time to time.

WEH Holding SPV Entity means any Holding SPV Entity that directly or indirectly owns any member of the WEH Group.

WEH Unrestricted Subsidiary means, at any time, a member of the WEH Group which is designated as an  Unrestricted Subsidiary (as defined in the WEH Facility Agreement) at that time.

1.2Construction

(a)Unless a contrary indication appears, any reference in this Agreement to:

(i)any Administrative Party, an Agent, the Arranger, any Finance Party, any Lender, any Obligor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)assets includes present and future properties, revenues and rights of every description;

(iii)control means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise;

(iv)a Finance Document or any other agreement or instrument (other than the Existing Infront Facility Agreement or the Existing WEH Facility Agreement) is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v)including shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(vi)a group of Lenders includes all the Lenders;

(vii)indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(viii)a Lender’s participation in the Loan or Unpaid Sum includes an amount (in the currency of the Loan or Unpaid Sum) representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of the Loan or Unpaid Sum and the Lender’s rights under this Agreement in respect thereof;

(ix)a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

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(x)a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xi)a provision of law is a reference to that provision as amended or re-enacted; and

(xii)a time of day is a reference to Hong Kong time.

(b)The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)Section, Clause and Schedule headings are for ease of reference only.

(d)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)A Default or an Event of Default is continuing if it has not been remedied or waived.

(f)Where this Agreement specifies an amount in a given currency (the specified currency) or its equivalent, the equivalent is a reference to the amount of any other currency which, when converted into the specified currency utilising the Facility Agent’s spot rate of exchange (or, if the Facility Agent does not have an available spot rate of exchange, any publicly available spot rate of exchange selected by the Facility Agent (acting reasonably)) for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

1.3Currency symbols and definitions

(a)US$, USD and US dollars denote the lawful currency of the United States of America.

(b)€, EUR and euro denote the single currency of the Participating Member States.

(c)HK$, HKD and HK dollars denote the lawful currency of Hong Kong.

1.4Third party rights

Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or to enjoy the benefit of any term of this Agreement.

2.THE FACILITY

2.1The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a US dollar senior 364-day term loan facility in an aggregate amount equal to the Total Commitments.

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2.2Increase

(a)The Borrower may by giving not less than five Business Days’ (or such shorter period as the Facility Agent and the Borrower may agree) prior notice to the Facility Agent after the effective date of a cancellation of the Commitment of an Illegal Lender in accordance with Clause 7.1 (Illegality) or Replaceable Lender in accordance with paragraph (a) of Clause 7.5 (Replaceable Lender) (such Commitment so cancelled being the Cancelled Commitment) request that the Total Commitments be increased (and the Commitments under the Facility shall be so increased) by an aggregate amount in US dollars of up to the amount of the Cancelled Commitment as follows:

(i)such increased Commitments under the Facility will be assumed by one or more Lenders or persons (each an Increase Lender) selected by the Borrower each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of such increased Commitments under the Facility which it is to assume (the Assumed Commitment of such Increase Lender), as if it had been an Original Lender;

(ii)each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had that Increase Lender been an Original Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement);

(iii)each Increase Lender shall become a Party as a Lender and any Increase Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement) and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iv)the Commitments of the other Lenders shall continue in full force and effect; and

(v)such increase in the Commitments under the Facility shall take effect on the later of:

(A)the date specified by the Borrower in the notice referred to above; or

(B)any later date on which the conditions set out in paragraph (b) below are satisfied in respect of such increase.

(b)An increase in the Commitments under the Facility pursuant to this Clause 2.2 will only be effective on:

(i)the execution by the Facility Agent of an Increase Confirmation from each relevant Increase Lender in respect of such increase which the Facility Agent shall execute as soon as reasonably practicable on request; and

(ii)in relation to an Increase Lender which is not a Lender immediately prior to that increase, each of the Facility Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the applicable Assumed Commitment by that Increase Lender. The Facility Agent shall as soon as reasonably practicable notify the Borrower and that Increase Lender upon being so satisfied.

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(c)Each Increase Lender, by executing an Increase Confirmation, confirms that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase in Commitments (to which such Increase Confirmation relates) becomes effective.

(d)The Borrower shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(e)The Borrower may pay to an Increase Lender a fee in the amount and at the times agreed between the Borrower and that Increase Lender in a Fee Letter.

(f)Clause 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase in Commitments;

(ii)the “New Lender” were references to that “Increase Lender”; and

(iii)a “re-transfer” and “re-assignment” were references to, respectively, a “transfer” and “assignment”.

2.3Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.  The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to an Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3.PURPOSE

3.1Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards general corporate purposes or, subject to Clause 19.14 (Limitation on Restricted Payment), repayment of the Subordinated Receivable.

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3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.CONDITIONS OF UTILISATION

4.1Initial conditions precedent

(a)The Borrower may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).  The Facility Agent shall notify the Borrower and the Lenders as soon as reasonably practicable upon being so satisfied.

(b)Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)no Event of Default is continuing or would result from the proposed Loan and no Change of Control Event has occurred; and

(b)the Repeating Representations to be made by each Obligor are true in all material respects.

4.3Single Utilisation

The Borrower may deliver only one Utilisation Request in respect of the Loan.

5.UTILISATION

5.1Delivery of the Utilisation Request

The Borrower may utilise the Facility by delivery to the Facility Agent of the duly completed Utilisation Request not later than the Specified Time (or such other time as the Facility Agent may agree).

5.2Completion of the Utilisation Request

(a)The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)the proposed Utilisation Date is a Business Day within the Availability Period; and

(ii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).

(b)Only one Loan may be requested in the Utilisation Request.

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5.3Currency and amount

(a)The currency specified in the Utilisation Request must be US dollars.

(b)The amount of the proposed Loan must be equal to the Total Commitments.

5.4Lenders’ participation

(a)If the conditions set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Delivery of the Utilisation Request) to 5.3 (Currency and amount) have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b)The amount of each Lender’s participation in the Loan will be its Pro Rata Share immediately prior to making the Loan.

(c)The Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

5.5Cancellation of Commitments

The Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the last day of the Availability Period.

6.REPAYMENT

6.1Repayment of the Loan

The Borrower shall repay the Loan in full on the Maturity Date.

6.2Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7.PREPAYMENT AND CANCELLATION

7.1Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:

(a)that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled, provided that the Total Commitments may (at the Borrower’s option) simultaneously with or subsequent to such cancellation be increased in accordance with Clause 2.2 (Increase); and

(c)to the extent that the Lender’s participation in any Loan has not been transferred pursuant to Clause 7.5 (Replaceable Lender), the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation repaid.

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7.2Change of control

(a)Upon the occurrence of a Change of Control Event, the Borrower shall promptly notify the Facility Agent (such notification being a CoC Notice).

(b)The Facility Agent shall, as soon as reasonably practicable following its receipt of a CoC Notice, notify the Lenders of the receipt of such CoC Notice and circulate a copy of the same to the Lenders.

(c)If a Change of Control Event occurs or a CoC Notice has been delivered by the Borrower to the Facility Agent, each Lender may by notice to the Borrower (with a copy to the Facility Agent) (a CoC Lender Election Notice) cancel the Commitment of such Lender in accordance with paragraph (iii) below and require such Lender’s participation in the outstanding Utilisation to be prepaid, together with accrued interest thereon and all other amounts (including any Make-Whole Amount and any Equity Upside) due and payable to such Lender under the Finance Documents on or prior to the date falling ten Business Days after the date of such CoC Lender Election Notice, provided that:

(i)such CoC Lender Election Notice is given to the Borrower no later than the date falling ten Business Days after the date on which the CoC Notice in respect of such Change of Control Event is given by the Borrower to the Facility Agent;

(ii)such CoC Lender Election Notice may be given irrespective of whether a CoC Notice in respect of such Change of Control Event has been given by the Borrower;

(iii)if a CoC Lender Election Notice is delivered by a Lender in accordance with the foregoing:

(A)notwithstanding Clause 5.4 (Lenders’ participation), such Lender shall not be obliged to make any participation in the Utilisation if the Utilisation Date is after the date of such CoC Lender Election Notice and its Commitment shall be deemed to be zero for the purposes of such Utilisation; and

(B)the Commitment of that Lender will be cancelled and reduced to zero upon the date of delivery of such CoC Lender Election Notice.

7.3IPO

If an IPO occurs, then:

(a)if the IPO occurs before the Utilisation Date, any undrawn amount of the Total Commitments will be immediately cancelled;

(b)the Borrower must certify to the Calculation Agent the amount of the IPO Net Proceeds within ten Business Days of the IPO Date; and

(c)the Borrower must apply an amount which is not less than the IPO Repayment Amount towards repayment of the Loan no later than the date falling 15 Business Days after the IPO Date.

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7.4Voluntary prepayment

The Borrower may, if it gives the Facility Agent not less than ten Business Days’ (or such shorter period to coincide with any date for repayment under paragraph (c) of Clause 7.3 (IPO) or otherwise as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$5,000,000).

7.5Replaceable Lender

(a)If at any time any Lender is or becomes a Replaceable Lender, then the Borrower may at any time whilst that Lender continues to be a Replaceable Lender, either:

(i)give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loan; or

(ii)give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b)On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay (or procure the prepayment of) that Lender’s participation in the Loan.

(d)If at any time any Lender is or becomes a Replaceable Lender, then the Borrower may at any time whilst that Lender continues to be a Replaceable Lender, on not less than ten Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loan and all accrued interest and other amounts (including any Make-Whole Amount and any Equity Upside) payable in relation thereto under the Finance Documents.

(e)The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)the Borrower shall have no right to replace the Facility Agent;

(ii)neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii)in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.

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(f)A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrower when it is satisfied that it has completed those checks.

7.6Equity Upside

With respect to each repayment or prepayment of the whole or any part of the Loan occurring on or after the IPO Date or any follow-on offering of Shares conducted by the Borrower:

(a)the Borrower must certify to the Facility Agent and the Calculation Agent the Valuation within ten Business Days of the IPO Date or the date of any follow-on offering of Shares conducted by the Borrower; and

(b)the Borrower must pay to the Facility Agent for the account of the Eligible Lenders (in proportion to their Pro Rata Shares) an Equity Upside no later than the date falling 15 Business Days after the IPO Date or the date of any follow-on offering of Shares conducted by the Borrower.

7.7Make-Whole Amount

The Borrower shall pay to the Facility Agent for the account of the Lenders (in proportion to their Pro Rata Shares) a Make-Whole Amount (if any) at the same time as any prepayment of the whole or any part of the Loan.

7.8Maximum payment

If the payment of a Make-Whole Amount or an Equity Upside by the Borrower would be prohibited under any law or regulation, or would render the payment unenforceable or give rise a presumption that it is unenforceable (each an Event), then the Borrower must pay the maximum amount of that Make-Whole Amount or Equity Upside (as the case may be) which it can pay without causing an Event, and must pay the balance of that Make-Whole Amount or Equity Upside (as the case may be) into an account of the Borrower designated for this purpose by the Facility Agent and such amount shall be released to the Lenders upon its direction when the Event would cease to occur by this further payment.  Interest will not accrue for the amount held in such account.

7.9Restrictions

(a)Any notice of prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment is to be made and the amount of that prepayment.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and all other amounts accrued and unpaid or outstanding under the Finance Documents including any Make-Whole Amount and any Equity Upside, but without any other premium or penalty.

(c)The Borrower may not reborrow any part of the Facility which is prepaid.

(d)The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

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(f)If the Facility Agent receives a notice under this Clause 7 it shall as soon as reasonably practicable forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

(g)If all or part of any Lender’s participation in the Loan is repaid or prepaid an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

7.10Application of prepayments

Any prepayment of the Loan (other than a repayment pursuant to Clause 7.1 (Illegality), Clause 7.2 (Change of control) or Clause 7.5 (Replaceable Lender)) shall be applied in proportion to each Lender’s Pro Rata Share.

8.INTEREST

8.1Calculation of interest

The rate of interest on the Loan for each Interest Period is the Interest Rate.

8.2Payment of interest

The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

8.3Default interest

(a)If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably).  Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Facility Agent.

(b)Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

9.INTEREST PERIODS

9.1Interest Periods

(a)The Interest Period of the Loan will be six Months.

(b)Each Interest Period for the Loan shall start on the Utilisation Date or (if the Loan has already been made) on the last day of the preceding Interest Period of the Loan.

9.2Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

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10.FEES

10.1Arrangement fee

The Borrower shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.

10.2Agency fees

The Borrower shall pay to each Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

11.TAX GROSS-UP AND INDEMNITIES

11.1Tax definitions

(a)In this Clause 11:

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

Tax Payment means an increased payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

(b)Unless a contrary indication appears, in this Clause 11 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

11.2Tax gross-up

(a)All payments to be made by the Borrower to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b)The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender.  If the Facility Agent receives such notification from a Lender it shall notify the Borrower.

(c)If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d)Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

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11.3Tax indemnity

(a)Without prejudice to Clause 11.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 11.3 shall not apply to:

(i)any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated;

(ii)any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located;

(iii)to the extent a cost, loss or liability is compensated for by an increased payment under Clause 11.2 (Tax gross-up); or

(iv)a FATCA Deduction required to be made by a Party.

(b)A Finance Party intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof.

(c)A Finance Party shall, on receiving a payment from the Borrower under this Clause 11.3, notify the Facility Agent.

11.4Tax credit

If the Borrower makes a Tax Payment and the Finance Party (to which such Tax Payment relates) determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and retained that Tax Credit,

then that Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

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11.5Stamp taxes

The Borrower shall:

(a)pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; and

(b)within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document (except in the case of any assignment or transfer pursuant to Clause 21 (Changes to the Lenders)).

11.6Indirect tax

(a)All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax.  If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

11.7FATCA information

(a)Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

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(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

11.8FATCA Deduction

(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

12.INCREASED COSTS

12.1Increased costs

(a)Subject to Clause 12.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation, in each case, made after the date of this Agreement.  The terms law and regulation in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax made after the date of this Agreement.

(b)In this Agreement:

Basel II means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III).

Basel III means:

(i)the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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(ii)the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii)any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Increased Costs means:

(i)a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by such Finance Party of any of its obligations under any Finance Document or any participation of such Finance Party in the Loan or Unpaid Sum.

12.2Increased cost claims

(a)A Finance Party (other than the Facility Agent) intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)Each Finance Party (other than the Facility Agent) shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

12.3Exceptions

Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)attributable to a Tax Deduction required by law to be made by an Obligor;

(b)attributable to a FATCA Deduction required to be made by a Party;

(c)compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (a) of Clause 11.3 (Tax indemnity) applied);

(d)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(e)attributable to the implementation or application of or compliance with Basel II or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

(f)attributable to the implementation or application of or compliance with Basel III or any other law or regulation which implements Basel III, whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates (unless that Increased Cost is incurred as a result of any amendment or change in (i) Basel III or (ii) any other law or regulation which implements Basel III (including in its interpretation, administration or application and whether pursuant to publications of any further guidance or standards referred to in paragraph (iii) of the definition of Basel III or otherwise), which amendment or change is (in each case) made after the date on which the relevant Finance Party became a Party); or

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(g)attributable to compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or regulation made under, or connected with, that Act (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

13.MITIGATION BY THE LENDERS

13.1Mitigation

(a)Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs), including in relation to any circumstances which arise following the date of this Agreement, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

13.2Limitation of liability

(a)The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 13.1 (Mitigation).

(b)A Finance Party is not obliged to take any steps under Clause 13.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

13.3Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

14.OTHER INDEMNITIES

14.1Currency indemnity

(a)If any sum due from the Borrower under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

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(i)making or filing a claim or proof against the Borrower; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2Other indemnities

The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a)the occurrence of any Event of Default;

(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency, including any cost, loss or liability arising as a result of Clause 25 (Sharing among the Finance Parties);

(c)funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction); or

(d)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3Indemnity to the Agents

The Borrower shall promptly indemnify each Agent against any cost, loss or liability incurred by that Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default;

(b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

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15.COSTS AND EXPENSES

15.1Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three Business Days of demand, reimburse each Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by that Agent in responding to, evaluating, negotiating or complying with that request or requirement.

15.2Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

16.REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 16 to each Finance Party on the date of this Agreement.

16.1Status

(a)It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)It has the power to own its assets and carry on its business as it is being conducted.

16.2Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.

16.3Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a)any law or regulation applicable to it in any material respect;

(b)its constitutional documents or any of its Subsidiaries’ constitutional documents in any material respect;

(c)the BOC Facility Agreement or any other “Finance Document” (as defined in the BOC Facility Agreement); or

(d)any other agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets which has or is reasonably likely to have a Material Adverse Effect.

16.4Power and authority

It has (or will have by the time of execution of the relevant Finance Document) the power to enter into, perform and deliver, and has taken (or will have taken prior to the time of execution) all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

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16.5Validity and admissibility in evidence

All Authorisations required:

(a)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b)to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c)for it and its Subsidiaries to carry on their business, and which are material,

have been obtained or effected and are in full force and effect, subject to the Legal Reservations.

16.6Governing law and enforcement

(a)Subject to the Legal Reservations, the choice of Hong Kong law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

(b)Subject to the Legal Reservations, any judgment or arbitral award obtained in Hong Kong from any court or arbitral tribunal to whose jurisdiction it submits from time to time in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

16.7Deduction of Tax

It is not required under the law applicable where it is incorporated or resident or at the address specified in this Agreement to make any Tax Deduction from any payment it may make under any Finance Document.

16.8No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

16.9No default

(a)No Event of Default is continuing or would reasonably be expected to result from the making of the Utilisation.

(b)No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

16.10No misleading information

Except as disclosed to the Facility Agent in writing prior to the date of this Agreement:

(a)all written factual information (other than information of a general economic nature) contained in, or provided by or on behalf of any Obligor or any Affiliate of any Obligor (or any of their respective advisers and/or representatives) for the purposes of, the Information Package was, taken as a whole, true and accurate in all material respects;

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(b)the expressions of opinions and/or intention provided in the Information Package were arrived at after careful consideration and were based on reasonable grounds at the time of being made (provided that nothing in this paragraph (b) shall require any Obligor to review or make any enquiry in relation to matters within the technical or professional expertise of any adviser preparing any report or any other technical expert or professional);

(c)any financial projections or forecasts contained in the Information Package (the Projections) have been prepared on the basis of historical financial information and in good faith on the basis of assumptions believed by the Borrower to be reasonable (as at the time of preparation), it being understood that the Projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Borrower and that no assurances can be given that the Projections will be realised;

(d)no event or circumstance has occurred or arisen and no information has been withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package (when taken as a whole) being untrue or misleading in any material respect as at its stated date (or, if none, as at the date on which it is provided to the Finance Parties); and

(e)all other written information (including information provided through electronic communications) relating or supplemental to the Information Package supplied by or on behalf of any Obligor or any Affiliate of any Obligor (or any of their respective advisers and/or representatives) to any Finance Party (or any advisers or representatives thereof) is true, accurate and is, taken as a whole, not misleading in any material respect as at the date it was given.

16.11Financial statements

(a)Its financial statements most recently supplied to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(b)Its financial statements most recently supplied to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition and operations for the period to which they relate, save to the extent expressly disclosed in such financial statements.

(c)There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) since 30 September 2018.

16.12Pari passu ranking

Subject to the Legal Reservations, its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

16.13No proceedings

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including any arising from or relating to any Environmental Law) which, if adversely determined, has or is reasonably likely to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

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16.14No breach of laws

(a)It has not and none of its Subsidiaries have breached any law or regulation (including any Environmental Laws) where such breach has or is reasonably likely to have a Material Adverse Effect.

(b)It has not breached any laws or regulations with respect to market abuse, insider dealing, market manipulation and/or disclosure of interests in or relating to the Shares after an IPO and is not otherwise in possession of any inside information or other material non-public information in relation to it and/or the Shares and has not used any such information in breach of any laws or regulations.

16.15No debt

As at the date of this Agreement and the Utilisation Date, neither it nor any of its Subsidiaries has any Financial Indebtedness other than under the Finance Documents, the Existing Infront Facility Agreement or the Existing WEH Facility Agreement or any other Permitted Financial Indebtedness.

16.16No Security

As at the date of this Agreement and the Utilisation Date, neither it nor any of its Subsidiaries has created or permitted any Security or Quasi-Security over any of its assets other than in connection with the Existing Infront Facility Agreement or the Existing WEH Facility Agreement or any other Permitted Security.

16.17Ownership

(a)As at the date of this Agreement and the Utilisation Date, 100 per cent. (as may be reduced before the Utilisation Date as a result of the share swap with certain co-investors in accordance with the Permitted Reorganisation) of its issued share capital is legally and beneficially, directly or indirectly, owned and controlled by the Parent.

(b)It has a paid up share capital of not less than HK$1,000,000.

16.18Group Structure Chart

As at the Utilisation Date, the Group Structure Chart delivered to the Facility Agent pursuant to Schedule 2 (Conditions Precedent) is true, complete and accurate in all material respects.

16.19Sanctions

(a)None of, any member of the Group, any director, officer or employee of it or any member of the Group, or to its knowledge, any agent, affiliate or representative of it or any member of the Group, is a person that is, or is owned or controlled by a person that is:

(i)the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or other relevant sanctions authority (collectively, Sanctions), or

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(ii)located, organised or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

(b)It has not, directly or indirectly, used the proceeds of the Loan, or lent, contributed or otherwise made available such proceeds to any person:

(i)to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(ii)in any other manner that will result in a violation of Sanctions by any person (including any person participating in the Loan, whether as underwriter, advisor, lender, investor or otherwise).

(c)For the past five years, neither it nor any member of the Group has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was in violation of Sanctions.

(d)It and each member of the Group has instituted and maintained, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Sanctions and with the representation and warranty contained in this Clause 16.19.

16.20Anti-money laundering

(a)The operations of it and each member of the Group, and those of its and their directors, officers, employees, and to its knowledge, any of the agents, affiliates or representatives of it or any member of the Group are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements and the applicable anti-money laundering statutes of jurisdictions where it conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws).

(b)No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any member of the Group with respect to the Anti-Money Laundering Laws is pending or, to its best knowledge, threatened.

(c)It and each member of the Group has instituted and maintained, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Anti-Money Laundering Laws and with the representation and warranty contained in this Clause 16.20.

16.21Anti-corruption

(a)None of it, any member of the Group, any director, officer or employee of it or any member of the Group, or to its knowledge, any agent, affiliate or representative of it or any member of the Group, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage.

(b)It and each member of the Group has conducted its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and the applicable anti-corruption statutes of jurisdictions where it conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Anti-Corruption Laws).

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(c)It and each member of the Group has instituted and maintained, and will continue to maintain, policies and procedures designed to promote and achieve compliance with the Anti-Corruption Laws and with the representation and warranty contained in this Clause 16.21.

(d)It has not, directly or indirectly, used the proceeds of the Loan, or lent, contributed or otherwise made available such proceeds to any person for the purpose of financing or facilitating any activity that would violate any Anti-Corruption Laws.

16.22Immunity

(a)The entry into by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes.

(b)It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Finance Document.

16.23Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of the Utilisation Request and the first day of each Interest Period.

17.INFORMATION UNDERTAKINGS

The undertakings in this Clause 17 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

17.1Financial statements

(a)Prior to the occurrence of the IPO Date, the Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

(i)as soon as the same become available, but in any event within 120 days after the end of each of its Financial Years, its audited consolidated financial statements for that Financial Year; and

(ii)as soon as the same become available, but in any event within 60 days after the end of each Financial Quarter of each of its Financial Years its unaudited consolidated financial statements for that Financial Quarter, or if the Borrower discloses its financial information on a semi-annual basis as required by US securities laws and exchange rules, after the end of each semi-annual period, its unaudited consolidated financial statements for that semi-annual period.

(b)From (and including) the IPO Date, the Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders each financial statement required (or would have been required if the Borrower was subject to the reporting requirements of Section 13(a) or 15(d) of the US Exchange Act) to be submitted by the Borrower as a foreign private issuer to the SEC promptly following the date on which such financial statement is first published on EDGAR or any website maintained by or on behalf of the Borrower (but in any event by no later than five Business Days after the date by which such financial statement is required (or would have been required if the Borrower was subject to the reporting requirements of Section 13(a) or 15(d) of the US Exchange Act) to be published on EDGAR or any website maintained by or on behalf of the Borrower by any applicable law or regulation, the SEC or rules of the Relevant Stock Exchange).

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(c)In lieu of delivery of a paper counterpart of any financial statement required to be delivered to the Facility Agent pursuant to this Clause 17.1, to the extent such financial statement has been published on EDGAR and/or on its website, the Borrower may send to the Facility Agent notice that such financial statement is available on EDGAR or its website and delivery of such notice shall satisfy the relevant obligation of the Borrower under this Clause 17.1 to deliver such financial statement; provided, however, that if the Facility Agent is unable to access EDGAR or the Borrower’s website, the Borrower agrees to provide the Facility Agent with paper copies of the relevant financial statement promptly following notice from the Facility Agent.

17.2Compliance Certificate

The Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant to Clause 17.1 (Financial statements), a Compliance Certificate, with such Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 18 (Financial Covenants) as at the date as at which those financial statements were drawn up.

17.3Requirements as to financial statements

(a)Each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) must give a true and fair view of (in the case of any such financial statements which are audited) or fairly represent (in the case of any such financial statements which are unaudited) the financial condition of the relevant person as at the date as at which those financial statements were drawn up.

(b)The Borrower shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP.

17.4Group Structure Chart

Following completion of the Permitted Reorganisation, the Borrower must promptly deliver to the Facility Agent an updated Group Structure Chart.

17.5Listing

(a)The Borrower must notify the Facility Agent in writing:

(i)promptly upon the passing of any board approval of the Borrower approving the IPO;

(ii)promptly upon the Borrower entering into any arrangement or understanding with any prospective underwriter in connection with the IPO; and

(iii)within ten Business Days after the public filing of the registration statement with the SEC under the applicable securities laws and regulations in connection with the IPO.

(b)The Borrower must give prior notification to the Facility Agent of the proposed IPO Date promptly upon such date having been determined.

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(c)The Borrower must notify the Facility Agent and the Calculation Agent the IPO price for Shares promptly upon the IPO occurring and the offer price for Shares promptly upon any follow-on offering of Shares occurring.

17.6Provision of non-public information

Notwithstanding any other provision of any Finance Document, on and from the IPO Date, the Borrower shall not provide to any Finance Party any material non-public information in relation to it and/or the Shares. If any notice or communication is required to be delivered or made by the Borrower under this Agreement that would include or would itself constitute or material non-public information in relation to it and/or the Shares, the Borrower must:

(a)to the extent possible make such notice or communication without inclusion of the relevant information; and

(b)before the required time by which such notice or communication is required to be delivered, contact the Facility Agent to discuss whether and on what terms such information may be provided (at the determination of the Facility Agent based on counsel’s advice) to the Facility Agent.

17.7Information: miscellaneous

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Finance Parties, if the Facility Agent so requests):

(a)prior to the occurrence of the IPO Date, all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group or any Obligor and which might, if adversely determined, have a Material Adverse Effect;

(c)promptly, such further information regarding the financial condition, business and operations of any member of the Group or any Obligor as any Finance Party (through the Facility Agent) may reasonably request; and

(d)promptly, notice of any change in authorised signatories of the Borrower signed by a director or company secretary of the Borrower accompanied by specimen signatures of any new authorised signatories.

17.8Notification of default

(a)The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)Promptly on request by the Facility Agent, the Borrower must supply to the Facility Agent a certificate, signed by one of its directors on its behalf, certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

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17.9Use of websites

(a)The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the Designated Website) if:

(i)the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)both the Borrower and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Borrower and the Facility Agent.

(b)If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Facility Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Borrower shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it, unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(c)The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Facility Agent.

(d)The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i)the Designated Website cannot be accessed due to technical failure;

(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(e)If the Borrower notifies the Facility Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form.

(f)Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Borrower shall comply with any such request within ten Business Days.

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17.10“Know your customer” checks

(a)The Borrower shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender (including for any Lender on behalf of any prospective new Lender)) in order for the Facility Agent, such Lender or any prospective new Lender to conduct all “know your customer” and other similar procedures that it is required to conduct.

(b)Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to conduct all “know your customer” and other similar procedures that it is required to conduct.

18.FINANCIAL COVENANTS

18.1Financial condition

The Borrower shall ensure that, subject to Clause 18.3 (Equity cure), the Adjusted Leverage Ratio on each Test Date in respect of the Relevant Period ending on that Test Date shall not exceed 6.0:1.

18.2Financial testing

(a)The Adjusted Leverage Ratio shall be tested by reference to the quarterly (and if applicable, semi-annual) financial statements of the Borrower delivered pursuant to Clause 17.1 (Financial statements) and Compliance Certificates delivered pursuant to Clause 17.2 (Compliance Certificate) in respect of the Relevant Period.

(b)Prior to the delivery of the relevant financial statements for the First Test Date, and for the purpose of calculating the Adjusted Leverage Ratio to determine whether any particular leverage ratio based action is permitted in accordance with the terms of this Agreement, the Adjusted Leverage Ratio shall be calculated by reference to the unaudited consolidated financial statements for the Borrower for its financial year ended 31 December 2018, unless more recent audited consolidated financial statements are available, in which case, that set of financial statement shall be used to calculate the Adjusted Leverage Ratio when determining whether any leverage ratio based action is permitted.

(c)To the extent the Adjusted Leverage Ratio is used as the basis (in whole or part) for determining whether any transaction or activity is permitted or making any determination under any Finance Document (including on a pro forma basis) at any time after a Test Date, Total Net Debt as at such Test Date shall (for the purposes of such determination only) be deemed to have been reduced to take into account any repayment of Financial Indebtedness of any member of the Group made after such Test Date but on or before the date of such determination (as if such repayment were made on such Test Date) and shall be deemed to have been increased to take into account any incurrence or assumption of Financial Indebtedness by any member of the Group after such Test Date but on or before the date of such determination (as if such incurrence or assumption were made on such Test Date), and the Adjusted Leverage Ratio as at such Test Date or for the Relevant Period ending on such Test Date shall, for the purposes of such determination, be determined accordingly.

(d)If any operating lease is, from time to time, required to be treated as a Finance Lease, it shall be treated for the purposes of calculating the Adjusted Leverage Ratio in accordance with GAAP as applied in the preparation of the Original Financial Statements.

(e)For the purpose of calculating the Adjusted Leverage Ratio, no item shall be included or excluded or otherwise taken into account more than once in any calculation.

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(f)For the purposes of calculating the Adjusted Leverage Ratio in respect of any period, where an amount is not denominated in euro, that amount shall be converted into euro consistent with the exchange rate methodology applied in the financial statements delivered pursuant to Clause 17.1 (Financial statements) and if hedging has been entered into, then:

(i)(in the case of balance sheet items or items required to be determined as at the last day of such period) at the exchange rate(s) as used in respect of such balance sheet item or items in the preparation of the applicable financial statements (relevant to the period ending on the last day of such first mentioned period) or, to the extent that the applicable member of the Group has entered into any hedging to hedge currency exposure in respect of such item or items, at such hedged rate; or

(ii)(in the case of profit and loss account items or items required to be determined over the course of such period) at the exchange rate used in respect of such profit and loss account item or items required to be determined over the course of such period in the preparation of the applicable financial statements (relevant to such period) or, to the extent that the applicable member of the Group has entered into any hedging to hedge currency exposure in respect of such item or items, at such hedged rate.

18.3Equity cure

(a)In the event that in respect of a Relevant Period, Clause 18.1 (Financial condition) would not be complied with, the Borrower has a right to effect an equity cure by procuring the injection of cash in an amount sufficient to cure the non-compliance with Clause 18.1 (Financial condition) by an increase of the share capital, increase of capital reserves or granting of shareholder loans that are subordinated (in terms form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders)) to the rights and claims of the Finance Parties under the Finance Documents prior to the date falling ten Business Days after the due date for delivery of the Compliance Certificate that showed non-compliance with Clause 18.1 (Financial condition).

(b)Within ten Business Days after the completion of the injection, the Borrower shall deliver to Facility Agent a revised Compliance Certificate and revised unaudited consolidated financial statements (as at the date of the most recent Financial Quarter but taking into account the equity cure measures as if they had been effected on that date) showing that the non-compliance with Clause 18.1 (Financial condition) has been cured.

(c)The right to exercise such equity cure right shall not be exercised more than three times during the term of this Agreement.

(d)The proceeds from such injection of cash pursuant to paragraph (a) above shall be used to prepay the Loan in an amount sufficient to cure non-compliance with Clause 18.1 (Financial condition) in accordance with Clause 7.4 (Voluntary prepayment).

18.4Financial definitions

In this Clause 18:

Adjusted EBITDA means, in relation to a Relevant Period, EBITDA for that Relevant Period adjusted by:

(a)including the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) of a member of the Group (or attributable to a business or assets) acquired during the Relevant Period for that part of the Relevant Period prior to its becoming a member of the Group or (as the case may be) prior to the acquisition of the business or assets; and

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(b)excluding the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) attributable to any member of the Group (or to any business or assets) disposed of (and ceasing to be a member of the Group) during the Relevant Period for that part of the Relevant Period.

Adjusted Leverage Ratio means, in respect of any Relevant Period, the ratio of Total Net Debt on the last day of that Relevant Period to Adjusted EBITDA in respect of that Relevant Period.

Borrowings means, at any time, the aggregate outstanding principal, capital or nominal amount of any Financial Indebtedness of any member of the Group excluding:

(a)indebtedness owed by one member of the Group to another member of the Group;

(b)all pension related liabilities; and

(c)the included value or amount of any Financial Indebtedness constituting any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account), or the amount of any liability in respect of any guarantee or indemnity for any such Financial Indebtedness.

Cash Equivalent Investments means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty.

EBITDA means, in respect of any Relevant Period, the consolidated operating profit of the Group (excluding the results from discontinued operations) (without double counting):

(a)before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments (including arrangement, underwriting, upfront and participation fees, agency fees and similar fees and costs) whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of the Relevant Period;

(b)before deducting any amount of Tax paid, payable or accruing for payment by any member of the Group during that Relevant Period;

(c)not including any accrued interest owing to any member of the Group;

(d)after adding back any amount attributable to the amortisation, depreciation or impairment of assets of members of the Group (and taking no account of the reversal of any previous impairment charge made in that Relevant Period);

(e)after adding back (to the extent otherwise deducted) any non-cash provision, charge, cost or expense in each case related to:

(i)any stock option incentive or management equity plan (including any termination thereof); or

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(ii)any share, equity, phantom equity, warrant or option-based compensation of officers, directors or employees of members of the Group accrued during that Relevant Period;

(f)before taking into account any exception, one off, non-recurring or extraordinary items, including those arising on:

(i)any Restructuring Costs;

(ii)disposals, revaluations, write downs or impairment of assets; and

(iii)disposals of assets associated with discontinued operations;

(g)before deducting any business acquisition costs;

(h)before taking into account:

(i)any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); or

(ii)exchange rate gains or losses arising due to the re-translation of balance sheet items;

(i)before taking into account any income, service costs, expenses or charge (including any deemed finance charge) attributable to a pension or post-employment benefit scheme other than the current service costs attributable to that scheme;

(j)before taking into account and without any double counting any gains or losses arising on:

(i)disposals or write downs of non-current assets;

(ii)litigation settlements; or

(iii)Debt Purchase Transactions;

(k)before taking into account:

(i)any payments permitted to be paid to the Facility Agent, the Calculation Agent, or any agent or security agent in respect of any other Financial Indebtedness;

(ii)costs of any member of the Group which is a holding company with no operations, business, employees, assets or liabilities other than the holding of shares in and advance of shareholder loans to its Subsidiaries; and

(iii)any Permitted Payments,

in each case during that Relevant Period;

(l)after deducting (to the extent otherwise included) any other non-cash gain, and after adding back (to the extent otherwise deducted) any other non-cash expense (provided that, to the extent that any non-cash expense is added back in the calculation of EBITDA for any Relevant Period and such expense becomes a cash expense of a member of the Group or otherwise becomes payable in cash by a member of the Group in any subsequent Relevant Period, such expense shall be deducted in the calculation of EBITDA for such subsequent Relevant Period);

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(m)after adding back (to the extent otherwise deducted) any expense in relation to amounts paid by any member of the Group in respect of the purchase of shares (or rights in respect of shares) in members of the Group from directors, officers or employees of the Group upon termination of the employment of such employees with the Group;

(n)after adding (to the extent not otherwise included) any amounts that are paid or accrued in favour of any member of the Group during that Relevant Period under any loss of profit, business interruption or equivalent insurance in respect of lost earnings (or its equivalent); and

(o)before taking into account any gain or loss against book value arising on a disposal (other than in the ordinary course of trading) or from an upward or downward revaluation of any other asset,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

Financial Year means the annual accounting period of the Group ending on or about 31 December in each year.

First Test Date means 30 September 2019.

Quarter Date means each of 31 March, 30 June, 30 September and 31 December.

Relevant Period means each period of 12 months ending on a Test Date (falling on or before the Maturity Date) starting with the First Test Date.

Restructuring Costs means any cost and expense incurred in connection with the restructuring of the activities of an entity (including for the avoidance of doubt, all costs and expenses relating to employee relocation, retraining, redundancy, compliance costs and expenses, closure and make-good costs, refitting, refurbishment and rebranding costs, asset relocation costs not capitalised, consultants’ and recruitment fees, legal fees, compensation to departing management and head-count reduction, signing costs, retention or completion bonuses, asset write-downs, temporary costs associated with transactional services and costs of new personnel, reorganisation and other restructuring or cost-cutting measures, the integration, rationalisation, optimisation, reduction or elimination of product lines, assets or businesses, the consolidation, relocation, or closure of retail, administrative or production locations and other similar items (for the avoidance of doubt, excluding any related capital expenditure), curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), implementation of any enhanced accounting function and creation or reversal of any related provisions) and reversals of any provision for the cost of restructuring, certified by a director or chief financial officer of the person incurring the cost or expense as such.

Test Date means the date ending on the last day of each Financial Quarter.

Total Net Debt means at any time the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time:

(a)including current interest-bearing liabilities and non-current interest-bearing liabilities;

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(b)excluding any such obligations to any other member of the Group;

(c)deducting any liabilities that may be subordinated to that of the Facility but only to the extent no interest, fees or any other amounts are due or payable to the creditor before the third anniversary of the Utilisation Date; and

(d)deducting the aggregate amount of cash and Cash Equivalent Investments held by any member of the Group at such time,

and so that no amount shall be included or excluded more than once.

19.GENERAL UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1Authorisations

The Borrower shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required to enable it to perform its obligations under the Finance Documents and (subject to the Legal Reservations) to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

19.2Compliance with laws

The Borrower shall comply in all respects with all laws and regulations (including Environmental Laws and those imposed by any Relevant Stock Exchange or any other relevant regulatory bodies) to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

19.3Pari passu ranking

The Borrower shall ensure that its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.4Negative pledge

Except for any Permitted Security or any Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) create or allow to exist any Security or Quasi-Security on any of its assets.

19.5Disposals

Except for any Permitted Disposal, the Borrower may not (and shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

19.6Merger

Except for any Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction.

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19.7Change of business

The Borrower must ensure that no substantial change is made to the general nature of its business or the business of the Group from that carried on at the date of this Agreement.

19.8Acquisitions

Except for any Permitted Acquisition or any Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) acquire any shares or securities or any company, business, undertaking or legal entity (or, in each case, any interest in any of them) or incorporate or establish any company, corporation, undertaking or legal entity or make any investment.

19.9Guarantees

Except for a Permitted Guarantee or a Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee, indemnity or other assurance against loss in respect of any obligation of any person.

19.10Financial Indebtedness

Except for Permitted Financial Indebtedness or a Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) incur or permit to exist any Financial Indebtedness.

19.11Arm’s length basis

(a)Except as permitted under paragraph (b) below, the Borrower may not (and shall ensure that no other member of the Group will) enter into any transaction with any person except on arm’s length terms or more favourable terms to any member of the Group.

(b)Paragraph (a) above does not apply to any transaction between members of the Group.

19.12Sanctions, anti-corruption, anti-money laundering

(a)The Borrower may not use any of the funds advanced under the Facility directly or indirectly for any purpose which would breach any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

(b)The Borrower must ensure that at all times it and each member of the Group complies with all the requirements under Clause 16.19 (Sanctions), Clause 16.20 (Anti-money laundering) and Clause 16.21 (Anti-corruption).

19.13IPO undertakings

The Borrower must:

(a)not make any offering of any of the Shares on any stock exchange other than an initial public offering by the Borrower of its Shares on an Approved Stock Exchange;

(b)promptly after the occurrence of the IPO, ensure that a portion of the IPO Net Proceeds in an amount not less than the IPO Repayment Amount is paid into a bank account of the Borrower held with the Account Bank and available to repay the Loan and other amounts under the Finance Documents in accordance with Clause 7.3 (IPO); and

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(c)not, in connection with the IPO, make any disclosure relating to this Facility without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) with regard to how this Facility is described in the disclosure material.

19.14Limitation on Restricted Payment

Except for a Permitted Payment or a Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will), directly or indirectly, make a Restricted Payment.

19.15Conditions subsequent

(a)The Borrower must, within 60 days after the date of this Agreement, deliver to the Facility Agent, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), copies of:

(i)the audited consolidated financial statements for the Borrower for its financial year ended 31 December 2018; and

(ii)the audited consolidated financial statements for the Parent for its financial year ended 31 December 2018.

(b)The Borrower must, within 90 days after the Utilisation Date, deliver to the Facility Agent, in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), all necessary consents and waivers required under the BOC Facility Agreement for the entry into and performance of the transactions contemplated by the Permitted Reorganisation and the IPO.

20.EVENTS OF DEFAULT

Each of the events or circumstances set out in the following sub-clauses of this Clause 20 (other than Clause 20.13 (Acceleration)) is an Event of Default.

20.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three Business Days of its due date.

20.2Specific obligations

An Obligor fails to comply with any of its obligations under:

(a)subject to Clause 18.3 (Equity cure), Clause 18 (Financial Covenants);

(b)Clause 19.15 (Conditions subsequent); or

(c)clause 5 (Liquidity) of the Keepwell Deed.

20.3Other obligations

(a)Any party to a Finance Document other than a Finance Party does not comply with any provision of that Finance Documents (other than those referred to in Clauses 20.1 (Non-payment) and 20.2 (Specific obligations)).

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(b)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the earlier of the Facility Agent giving notice to the Borrower and the Borrower becoming aware of the failure to comply.

20.4Misrepresentation

(a)Any representation or statement made or deemed to be made by any party to a Finance Document other than a Finance Party in the Finance Documents or any other document delivered by or on behalf of such party under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b)No Event of Default under paragraph (a) above will occur if the circumstances giving rise to the representation or statement being incorrect or misleading in any material respect are capable of remedy and are remedied within 30 days of the earlier of the Facility Agent giving notice to the Borrower and the Borrower becoming aware of the circumstances giving rise to the representation or statement being incorrect or misleading in any material respect.

20.5Cross default

(a)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)No Event of Default will occur under this Clause 20.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$15,000,000 (or its equivalent in any other currency or currencies).

20.6Insolvency

(a)A member of the Group is or is presumed or deemed (pursuant to applicable law) to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)A moratorium is declared in respect of any indebtedness of any member of the Group.

20.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other formal procedure or step is taken in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group (other than a solvent liquidation or reorganisation of any member of the Group);

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(ii)a composition or arrangement with any creditor of any member of the Group, or an assignment for the benefit of creditors generally of any member of the Group or a class of such creditors;

(iii)the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group), receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or any of its assets; or

(iv)enforcement of any Security over any assets of any member of the Group,

(v)or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) above shall not apply to:

(i)any corporate action, legal proceedings or other procedure or step which is frivolous or vexatious, or is being contested in good faith, and (in each case) is discharged, stayed or dismissed within 60 days of commencement; or

(ii)any Permitted Transaction.

20.8Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of US$15,000,000 (or its equivalent) or more and is not discharged within 30 days.

20.9Unlawfulness

(a)Subject to the Legal Reservations, it is or becomes unlawful for any party to a Finance Document other than a Finance Party to perform any of its obligations under the Finance Documents.

(b)Subject to the Legal Reservations, any Finance Document is not effective in accordance with its terms or is alleged by any party to a Finance Document other than a Finance Party to be ineffective in accordance with its terms for any reason.

20.10Repudiation

Any Party to a Finance Document other than a Finance Party repudiates in writing a Finance Document or evidences an intention in writing to repudiate a Finance Document.

20.11Cessation of business

The Borrower suspends or ceases to carry on:

(a)all or a material part of its business; or

(b)all or a material part of the business of the Group (taken as a whole),

in each case, except as a result of a Permitted Disposal or a Permitted Transaction.

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20.12Material adverse change

Any event or circumstance, or series of events or circumstances, occurs which has a Material Adverse Effect.

20.13Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a)cancel all or any part of any Commitment (and reduce such Commitment accordingly), whereupon all or the relevant part shall immediately be cancelled (and the relevant Commitment shall be immediately reduced accordingly); and/or

(b)declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c)declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders.

21.CHANGES TO THE LENDERS

21.1Assignments and transfers by the Lenders

Subject to this Clause 21 and to Clause 23 (Debt Purchase Transactions), a Lender (the Existing Lender) may:

(a)assign any of its rights under the Finance Documents to; or

(b)transfer by novation any of its rights and obligations under the Finance Documents to; or

(c)enter into a Voting Participation with,

another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

21.2Conditions of assignment or transfer

(a)The prior written consent of the Borrower is required for any assignment, transfer or entry into a Voting Participation by a Lender pursuant to this Clause 21 unless:

(i)to a person identified on the Approved Lender List;

(ii)to another Lender or an Affiliate of a Lender or, in the case of a Lender which is a fund, a Related Fund of such Lender; or

(iii)made at a time when an Event of Default is continuing,

provided that in the case of sub-paragraphs (i) and (ii) above:

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(A)the Existing Lender notifies the Borrower prior to the assignment, transfer or entry into a Voting Participation; and

(B)no assignment, transfer or entry into a Voting Participation shall be made to a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

(b)The consent of the Borrower to an assignment, transfer or entry into a Voting Participation pursuant to this Clause 21 must not be unreasonably withheld or delayed.  The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.

(c)A transfer will be effective only if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

(d)An assignment will be effective only if the procedure and conditions set out in Clause 21.6 (Procedure for assignment) are complied with.

(e)If:

(i)an Existing Lender assigns or transfers any of its rights or obligations under the Finance Documents to a New Lender or a Lender changes its Facility Office; and

(ii)as a result of circumstances existing at the date such assignment, transfer or change occurs, any Obligor would be obliged to make a payment to such New Lender or such Lender acting through its new Facility Office under any provision of Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs) or any equivalent provision of any other Finance Document,

then such New Lender or such Lender acting through its new Facility Office is not entitled to receive any payment under any such provision in excess of the payment which such Obligor would have been required to pay to such Existing Lender or such Lender acting through its previous Facility Office under that Clause if that assignment, transfer or change had not occurred.  This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f)If an Existing Lender assigns or transfers any of its rights or obligations under the Finance Documents to a New Lender:

(i)such Existing Lender shall (unless agreed with such New Lender) bear its own fees, costs and expenses in connection with, or resulting from, such assignment or transfer (including any legal fees, taxes, notarial and security registration or perfection fees); and

(ii)none of the Obligors will be required to pay to or for the account of such New Lender, or reimburse or indemnify such New Lender for, any fees, costs, Taxes, expenses, indemnity payments or other payments under a Finance Document (without prejudice to paragraph (e) above, other than any amount payable under any provision of Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs) or any equivalent provision of any other Finance Document) in excess of what that Obligor would have been required to pay to such Existing Lender immediately prior to such transfer or assignment being effected, provided that, notwithstanding the foregoing, in respect of costs, fees and expenses only, the amount thereof payable or reimbursable shall be calculated by reference to the amount of such costs, fees and expenses which such Obligor is able to demonstrate it would have been required to pay to such Existing Lender immediately prior to such transfer or assignment being effected.

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(g)Each of the Facility Agent and each Existing Lender shall be entitled to rely on a certificate of the New Lender confirming that the New Lender is not (and would not if it were a Lender be) a Defaulting Lender, a Distressed Investor or a Conflicted Lender unless it has actual knowledge that the New Lender is (or would if it were a Lender be) a Defaulting Lender, a Distressed Investor or a Conflicted Lender, and if (notwithstanding any such certificate from the New Lender) the New Lender is actually a Conflicted Lender, the provisions of Clause 32.4 (Disenfranchisement of Conflicted Lenders and Non-Responding Lenders) shall apply..

21.3Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of US$3,500.

21.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Obligor;

(iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21; or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

21.5Procedure for transfer

(a)Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

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(b)The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the transfer to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

(c)On the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the Discharged Rights and Obligations);

(ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Facility Agent, the Calculation Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Calculation Agent, the Arranger, the other Lenders and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a “Lender”.

(d)The procedure set out in this Clause 21.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

21.6Procedure for assignment

(a)Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

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(b)The Facility Agent shall not be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the assignment to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

(c)On the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Assignment Agreement; and

(iii)the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d)Lenders may utilise procedures other than those set out in this Clause 21.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 21.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 21.2 (Conditions of assignment or transfer).

(e)The procedure set out in this Clause 21.6 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of assignment of such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment, release or assumption or each condition of any applicable restriction shall have been satisfied.

21.7Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or Increase Confirmation, send to the Borrower a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

21.8Existing consents and waivers

A New Lender shall be bound by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuant to any Finance Document prior to the coming into effect of the relevant assignment or transfer to such New Lender.

21.9Exclusion of Facility Agent’s liability

In relation to any assignment or transfer pursuant to this Clause 21, each Party acknowledges and agrees that the Facility Agent shall not be obliged to enquire as to the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.

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21.10Assignments and transfers to Obligor group

A Lender may not assign or transfer to any Obligor or any Affiliate of any Obligor any of such Lender’s rights or obligations under any Finance Document, except with the prior written consent of all the Lenders.

22.CHANGES TO THE BORROWER

22.1Assignments and transfers by the Borrower

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Lenders.

23.DEBT PURCHASE TRANSACTIONS

23.1Permitted Debt Purchase Transactions

(a)The Borrower shall not, and shall procure that the Parent and each other member of the Group shall not:

(i)enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 23; or

(ii)beneficially own all or any part of the share capital of a company that is a Lender or a party to a Participation.

(b)The Borrower may purchase by way of assignment or transfer, pursuant to Clause 21 (Changes to the Lenders), a participation in the Loan and any related Commitment where:

(i)such purchase is made for a consideration of less than par;

(ii)such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and

(iii)such purchase is made at a time when no Default is continuing.

(c)(i)A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a Solicitation Process) which is carried out as follows.

(ii)Prior to 11:00 a.m. on a given Business Day (the Solicitation Day) the Borrower or a financial institution acting on its behalf (the Purchase Agent) will approach at the same time each Lender which participates in the Facility to enable them to offer to sell to the Borrower an amount of their participation in the Facility. Any Lender wishing to make such an offer shall, by 11:00 a.m. on the fifth Business Day following such Solicitation Day, communicate to the Purchase Agent details of the amount of its participations in the Facility it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 a.m. on the sixth Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent (if someone other than the Borrower) will communicate to the relevant Lenders which offers have been accepted by 12:00 noon on the sixth Business Day following such Solicitation Day. In any event by 5:00 p.m. on the seventh Business Day following such Solicitation Day, the Borrower shall notify the Facility Agent of the amounts of the participations in the Facility purchased from which Lenders through the relevant Solicitation Process and the average price paid for the purchase of participations in the Facility. The Facility Agent shall promptly disclose such information to the Lenders.

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(iii)Any purchase of participations in the Facility pursuant to a Solicitation Process shall be completed and settled between the Borrower, the Purchase Agent and the relevant Lenders directly on or before the eighth Business Day after the relevant Solicitation Day.

(iv)In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in the Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in the Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis.

(d)(i)A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an Open Order Process) which is carried out as follows.

(ii)The Borrower may by itself or through another Purchase Agent place an open order (an Open Order) to purchase participations in the Facility up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the Facility of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 a.m. on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations in the Facility it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 a.m. on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender.

(iii)Any purchase of participations in the Facility pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fourth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order.

(iv)If in respect of participations in the Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of the Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis.

(v)The Borrower shall, by 5.00 p.m. on the sixth Business Day following the date on which an Open Order is placed, notify the Facility Agent of the amounts of the participations purchased from which Lenders through such Open Order Process. The Facility Agent shall as soon as reasonably practicable disclose such information to the Lenders.

(e)For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented.

(f)In relation to any Debt Purchase Transaction entered into pursuant to this Clause 23, notwithstanding any other term of this Agreement or the other Finance Documents:

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(i)on completion of the relevant assignment or transfer (constituting such Debt Purchase Transaction) pursuant to Clause 21 (Changes to the Lenders), the portions of the Loan to which it relates shall be extinguished;

(ii)such Debt Purchase Transaction and the related extinguishment referred to in paragraph (i) above shall not constitute a prepayment of the Facility;

(iii)the person which is the assignee or transferee (in respect of such assignment or transfer) shall be deemed to be an entity which fulfils the requirements of Clause 21.1 (Assignments and transfers by the Lenders) to be a New Lender (as defined in such Clause);

(iv)the Borrower shall not be deemed to be in breach of any provision of Clause 19 (General Undertakings) or any other provision of any Finance Document solely by reason of such Debt Purchase Transaction;

(v)Clause 25 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and

(vi)for the avoidance of doubt, any extinguishment of any part of the Loan shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement.

(g)The Facility Agent shall not be obliged to execute a Transfer Certificate with respect to any Debt Purchase Transaction unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the transfer to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

23.2Disenfranchisement of Parent Affiliates

(a)For so long as a Parent Affiliate:

(i)beneficially owns a Commitment; or

(ii)has entered into any Participation relating to a Commitment and such Participation has not been terminated,

in ascertaining:

(A)the Majority Lenders; or

(B)whether:

I.any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

II.the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero and such Parent Affiliate or the person with whom it has entered into such Participation shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Parent Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

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(b)Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 8 (Form of Notice of Notifiable Debt Purchase Transaction).

(c)A Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party:

(i)is terminated; or

(ii)ceases to be with a Parent Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 8 (Form of Notice of Termination of Notifiable Debt Purchase Transaction).

(d)Each Parent Affiliate that is a Lender agrees that:

(i)in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Facility Agent or, unless the Facility Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

(ii)in its capacity as Lender, unless the Facility Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Facility Agent or one or more of the Lenders.

23.3Parent Affiliates’ notification to other Lenders of Debt Purchase Transactions

Any Parent Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall, by 5.00 p.m. on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Facility Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Facility Agent shall as soon as reasonably practicable disclose such information to the Lenders.

24.ROLE OF THE ADMINISTRATIVE PARTIES

24.1Appointment of the Facility Agent

(a)Each of the Arranger and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)Each of the Arranger and the Lenders authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

24.2Appointment of the Calculation Agent

(a)Each of the Lenders appoints the Calculation Agent to act as the Calculation Agent under and in connection with the Finance Documents.

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(b)Each of the Lenders authorises the Calculation Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Calculation Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

24.3Instructions

(a)Each Agent shall:

(i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as that Agent in accordance with any instructions given to it by:

(A)all Lenders if the relevant Finance Document stipulates the matter is an all-Lender decision; and

(B)in all other cases, the Majority Lenders; and

(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b)Each Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion.  Each Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to an Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)Each Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e)In the absence of instructions, each Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f)No Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

24.4Duties of the Agents

(a)Each Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b)Subject to paragraph (c) below, each Agent shall promptly forward to a Party the original or a copy of any document which is delivered to that Agent for that Party by any other Party.

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(c)Without prejudice to Clause 21.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

(d)The Calculation Agent must copy to the Facility Agent the contents of any notice or document received by it from any Obligor under any Finance Document.

(e)Except where a Finance Document specifically provides otherwise, no Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(f)If an Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(g)If an Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than to any Administrative Party) under this Agreement, it shall promptly notify the other Finance Parties.

(h)Each Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

(i)The Facility Agent shall provide to the Borrower as soon as practicable following a request by the Borrower (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.

24.5Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

24.6No fiduciary duties

(a)Nothing in any Finance Document constitutes any Administrative Party as a trustee or fiduciary of any other person.

(b)No Administrative Party shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

24.7Business with the Group

Any Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or deal in/advise on securities of any party or other business with any member of the Group or any Obligor.

24.8Rights and discretions of the Agents

(a)Each Agent may:

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(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)assume that:

(A)any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B)unless it has received notice of revocation, those instructions have not been revoked;

(iii)rely on a certificate from any person:

(A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate; and

(iv)rely on any statement made by a director, manager, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)Each Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)no Default has occurred; and

(ii)any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised.

(c)Each Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to that Agent (and so separate from any lawyers instructed by the Lenders) if that Agent in its reasonable opinion deems this to be necessary.

(e)Each Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by that Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)Each Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g)The Calculation Agent may perform its duties through an Affiliate acting as its agent, provided that this shall not relieve the Calculation Agent of responsibility for the performance of its duties under this Agreement.  Where an Affiliate does perform the duties of the Calculation Agent, both the Calculation Agent and the Affiliate shall have the rights, benefits and protections granted under this Agreement in respect of the performance by the Calculation Agent of its role as such under this Agreement.

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(h)Unless a Finance Document expressly provides otherwise each Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(i)Without prejudice to the generality of paragraph (h) above, the Facility Agent:

(i)may disclose; and

(ii)on the written request of a Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

(j)Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(k)Notwithstanding any provision of any Finance Document to the contrary, no Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

24.9Responsibility for documentation

No Administrative Party is responsible or liable for:

(a)the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Administrative Party, an Obligor or any other person given in or in connection with any Finance Document or the Information Package or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(c)any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

24.10No duty to monitor

No Agent shall be bound to enquire:

(a)whether or not any Default has occurred;

(b)as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c)whether any other event specified in any Finance Document has occurred.

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24.11Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of an Agent), no Agent will be liable for:

(i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction;

(ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction; or

(iii)without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including for negligence or any other category of liability whatsoever but not including any claim based on gross negligence, wilful misconduct or the fraud of that Agent) arising as a result of:

(A)any act, event or circumstance not reasonably within its control; or

(B)the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)No Party (other than an Agent) may take any proceedings against any officer, employee or agent of that Agent in respect of any claim it might have against that Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of that Agent may rely on this Clause 24.

(c)No Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by that Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by that Agent for that purpose.

(d)Nothing in this Agreement shall oblige any Administrative Party to conduct:

(i)any “know your customer” or other procedures in relation to any person; or

(ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to each Administrative Party that it is solely responsible for any such procedures or check it is required to conduct and that it shall not rely on any statement in relation to such procedures or check made by any Administrative Party.

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(e)Without prejudice to any provision of any Finance Document excluding or limiting an Agent’s liability, any liability of that Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of that Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss.  In no event shall any Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not that Agent has been advised of the possibility of such loss or damages.

24.12Lenders’ indemnity to the Agents

Each Lender shall (in proportion to its Pro Rata Share) indemnify each Agent, within three Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by that Agent (otherwise than by reason of that Agent’s gross negligence or wilful misconduct, or, in the case of any cost, loss or liability resulted from a Disruption Event, notwithstanding the Agent’s gross negligence, negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent, as finally judicially determined by a court of competent jurisdiction) in acting as Agent under the Finance Documents (unless that Agent has been reimbursed by an Obligor pursuant to a Finance Document).

24.13Resignation of an Agent

(a)Each Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong as successor by giving notice to the Lenders and the Borrower.

(b)Alternatively, each Agent may resign by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent.

(d)The retiring Agent shall, at its own cost (except where it is removed pursuant to paragraph (g) below, in which case, at the cost of the Borrower), make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e)An Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agents) and this Clause 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party.

(g)After consultation with the Borrower, the Majority Lenders may, by notice to an Agent, require it to resign in accordance with paragraph (b) above.  In this event, that Agent shall resign in accordance with paragraph (b) above.

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(h)Each Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to that Agent under the Finance Documents:

(i)that Agent fails to respond to a request under Clause 11.7 (FATCA information) and a Lender reasonably believes that Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by that Agent pursuant to Clause 11.7 (FATCA information) indicates that Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)that Agent notifies the Borrower and the Lenders that Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if that Agent were a FATCA Exempt Party, and that Lender, by notice to that Agent, requires it to resign.

24.14Confidentiality

(a)In acting as agent for the Finance Parties, each Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of an Agent, it may be treated as confidential to that division or department and that Agent shall not be deemed to have notice of it.

(c)No Agent shall be obliged to disclose to any Finance Party any information supplied to it by the Borrower or any Affiliates of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable in relation to any Finance Document.

24.15Relationship with the Lenders

(a)Each Agent may treat the person shown in its records as Lender at the opening of business (in the place of that Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)entitled to or liable for any payment due under any Finance Document on that day; and

(ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)Any Lender may by notice to an Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 28.6 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 28.2 (Addresses) and paragraph (a)(ii) of Clause 28.6 (Electronic communication) and that Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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24.16Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each Administrative Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)the financial condition, status and nature of each member of the Group and each Obligor;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy and/or completeness of the Information Package and any other information provided by an Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

24.17Agent’s management time

Any amount payable to an Agent under Clause 14.3 (Indemnity to the Agents), Clause 15 (Costs and Expenses) and Clause 24.12 (Lenders’ indemnity to the Agents) shall include the cost of utilising that Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as that Agent may notify to, and agreed by, the Borrower and the Lenders, and is in addition to any fee paid or payable to that Agent under Clause 10 (Fees).

24.18Deduction from amounts payable by the Agents

If any Party owes an amount to an Agent under the Finance Documents that Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which that Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

24.19Failure to notify

No failure by the Calculation Agent to make any determination or calculation, or to do any act or thing, including, without limitation, any failure by the Calculation Agent to determine or calculate:

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(a)the Equity Upside;

(b)the IPO Repayment Amount; or

(c)a Make-Whole Amount,

shall limit or affect in any way any obligation of the Borrower, or any rights, powers or remedies of the Lenders, under the Finance Documents.

24.20Force Majeure

Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, no Agent shall in any event be liable for any loss or damage, or any failure or delay in the performance of its obligations hereunder if it is prevented from so performing its obligations by any reason which is beyond the control of that Agent, including, but not limited to , any existing or future terrorism, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure or failure of any money transmission system or any event where, in the reasonable opinion of that Agent, performance of any duty or obligation under or pursuant to this Agreement would or may be illegal or would result in that Agent being in breach of any law, rule, regulation, or any decree, order or judgement of any court, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law) of any relevant government, government agency, regulatory, stock exchange or self-regulatory organisation to which that Agent is subject.

24.21Consequential loss

Notwithstanding any other term or provision of this Agreement to the contrary, no Agent shall be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, even if that Agent is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. The provisions of this Clause shall survive the termination or expiry of this Agreement or the resignation or removal of that Agent.

25.SHARING AMONG THE FINANCE PARTIES

25.1Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 26 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Facility Agent;

(b)the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 26 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

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(c)the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.6 (Partial payments).

25.2Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 26.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

25.3Recovering Finance Party’s rights

(a)On a distribution by the Facility Agent under Clause 25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

25.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

25.5Exceptions

(a)This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 25, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

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(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

26.PAYMENT MECHANICS

26.1Payments to the Facility Agent

(a)On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in Hong Kong and with such bank as the Facility Agent, in each case, specifies.

26.2Distributions by the Facility Agent

(a)Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 26.3 (Distributions to the Borrower) and Clause 26.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency.

(b)The Facility Agent shall distribute payments received by it in relation to all or any part of the Loan to the Lender indicated in the records of the Facility Agent as being so entitled on that date provided that the Facility Agent is authorised to distribute payments to be made on the date on which any transfer becomes effective pursuant to Clause 21 (Changes to the Lenders) to the Lender so entitled immediately before such transfer took place regardless of the period to which such sums relate.

26.3Distributions to the Borrower

The Facility Agent may (with the consent of the Borrower or in accordance with Clause 27 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

26.4Clawback and pre-funding

(a)Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

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(c)If the Facility Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i)the Borrower shall on demand refund it to the Facility Agent; and

(ii)the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

26.5Impaired Agent

(a)If, at any time, the Facility Agent becomes an Impaired Agent, a Party which is required to make a payment under the Finance Documents to the Facility Agent for the account of any person in accordance with Clause 26.1 (Payments to the Facility Agent) may instead either pay that amount direct to such person or pay that amount to an interest-bearing account held with a bank in relation to which no Insolvency Event has occurred and is continuing, in the name of the Party making that payment (the Paying Party) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party or Recipient Parties). In each case such payment must be made on the due date for such payment under the Finance Documents.

(b)All interest accrued on the amount standing to the credit of such trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements to such amount.

(c)A Party which has made a payment in accordance with this Clause 26.5 shall be discharged of the relevant obligation to make that payment under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of that trust account.

(d)Promptly upon the appointment of a successor Facility Agent in accordance with Clause 24.13 (Resignation of an Agent), each Paying Party shall (other than to the extent that that Paying Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom that trust account is held to transfer the amount of such payment (together with any accrued interest thereon) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 26.2 (Distributions by the Facility Agent).

(e)A Paying Party that has made a payment to a trust account (on account of any amount payable by such Paying Party to a Recipient Party) shall, promptly upon request by that Recipient Party and to the extent:

(i)that it has not given an instruction pursuant to paragraph (d) above (with respect to such trust account); and

(ii)that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom that trust account is held to transfer such amount so paid into and held in such account (together with any accrued interest thereon) to that Recipient Party.

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26.6Partial payments

(a)If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid amount owing to any Administrative Party under the Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

26.7No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

26.8Business Days

(a)Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.9Currency of account

(a)Subject to paragraphs (b) and (c) below, US dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)Any amount expressed to be payable in a currency other than US dollars shall be paid in that other currency.

27.SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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28.NOTICES

28.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email, fax or letter.

28.2Addresses

(a)Except as provided below, the contact details of each Party for any communication to be made or delivered under or in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.

(b)The contact details of each Obligor for this purpose are:

Address:	Floor 9, Mansion B, Wanda Plaza, 93 Jianguo Road, Beijing, PRC
E-mail:	brianliao@wanda.cn
Attention:	Mr. Brian Liao

(c)The contact details of the Facility Agent for this purpose are:

China Construction Bank (Asia) Corporation Limited

Address:	20/F, CCB Tower, 3 Connaught Road Central, Central, Hong Kong
Attention:	Transaction Banking — Corporate Trust and Loan Agency
Fax:	+852-3918-6976
Email:	cta_cs@asia.ccb.com

(d)The contact details of the Calculation Agent for this purpose are:

China Construction Bank (Asia) Corporation Limited

Address:	20/F, CCB Tower, 3 Connaught Road Central, Central, Hong Kong
Attention:	Transaction Banking — Corporate Trust and Loan Agency
Fax:	+852-3918-6976
Email:	cta_cs@asia.ccb.com

(e)Any Party may change its contact details by giving at least five Business Days’ notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.

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28.3Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i)if by way of fax, only when received in legible form; or

(ii)if by way of letter, only when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 28.2 (Addresses), if addressed to that department or officer.

(b)Any communication or document to be made or delivered to an Agent will be effective only when actually received by that Agent and then only if it is expressly marked for the attention of the department or officer identified with that Agent’s signature below (or any substitute department or officer as that Agent shall specify for this purpose).

(c)All notices from or to an Obligor shall be sent through the Facility Agent.

(d)Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5 p.m. in the place of receipt shall be deemed only to become effective on the following day.

28.4Notification of address and fax number

Promptly upon changing its address or fax number, the Facility Agent shall notify the other Parties.

28.5Communication when Facility Agent is Impaired Agent

If the Facility Agent is an Impaired Agent:

(a)the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly; and

(b)(while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly.

This provision shall not operate after a replacement Facility Agent has been appointed to replace such Impaired Agent.

28.6Electronic communication

(a)Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of posting to a secure website) if those two Parties:

(i)notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

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(ii)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b)Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c)Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to an Agent only if it is addressed in such a manner as that Agent shall specify for this purpose.

(d)Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 28.6.

28.7English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

29.CALCULATIONS AND CERTIFICATES

29.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

29.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

29.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Hong Kong interbank market differs, in accordance with that market practice.

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29.4Personal liability

No director, officer, employee or other individual acting (or purporting to act) on behalf of any Obligor or any Affiliate of any Obligor shall be personally liable for:

(a)any representation, certification or statement made by any Obligor or any Affiliate of any Obligor in any Finance Document; or

(b)any certificate, notice or other document required to be delivered under, or in connection with, any Finance Document (whether or not signed by that person),

where such representation, certification, statement, certificate, notice or other document proves to be incorrect or misleading, unless that individual acted fraudulently or with an intention to mislead, in which case any liability will be determined in accordance with applicable law. Any director, officer, employee or other individual to whom this Clause 29.4 is expressed to apply may, subject to Clause 1.4 (Third party rights), rely on this Clause 29.4 pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623).

30.PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

31.REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents.  No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing.  No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

32.AMENDMENTS AND WAIVERS

32.1Required consents

(a)Subject to Clause 32.2 (All-Lender matters) and Clause 32.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the relevant Obligors (who is the signing party to the affected document) and any such amendment or waiver will be binding on all Parties.

(b)The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 32.

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32.2All-Lender matters

An amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(a)the definition of “Equity Upside”, “Interest Rate”, “IPO Repayment Amount”, “Majority Lenders”, “Make-Whole Amount”, “Pro Rata Share” in Clause 1.1 (Definitions);

(b)an extension to the date of payment of any amount (including any Make-Whole Amount or Equity Upside) under the Finance Documents;

(c)a reduction in the amount of any payment of principal, interest, fees, commission, Make-Whole Amount or Equity Upside payable;

(d)an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(e)any provision which expressly requires the consent of all the Lenders; or

(f)Clause 2.3 (Finance Parties’ rights and obligations), Clause 5.1 (Delivery of the Utilisation Request), Clause 7.1 (Illegality), Clause 7.6 (Equity Upside), Clause 7.7 (Make-Whole Amount), Clause 7.10 (Application of prepayments), Clause 21 (Changes to the Lenders), Clause 22 (Changes to the Borrower), Clause 25 (Sharing among the Finance Parties), this Clause 32, Clause 35 (Governing Law) or Clause 36.1 (Jurisdiction of Hong Kong courts),

shall not be made without the prior consent of all the Lenders.

32.3Other exceptions

An amendment or waiver which relates to the rights or obligations of an Agent or the Arranger (each in their capacity as such) may not be effected without the consent of that Agent or the Arranger, as the case may be.

32.4Disenfranchisement of Conflicted Lenders and Non-Responding Lenders

In ascertaining the Majority Lenders or whether the agreement of Lender(s) holding any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or the Commitments (in respect of any or all of the Facility) has been obtained to approve any request, the Commitment of any Conflicted Lender and any Non-Responding Lender will be deemed to be zero and its status as a Lender ignored.

32.5Voting of Lenders

In respect of Voting Participations only, a Lender may have more than one vote in relation to its share in the Loan or Commitment for the purposes counting towards any decision by that Lender under the Finance Documents and may split its vote in whatever percentages it may choose and may vote each percentage of its votes in different ways.

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33.CONFIDENTIAL INFORMATION

33.1Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 33.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

33.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or both Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including any person appointed under paragraph (b) of Clause 24.15 (Relationship with the Lenders));

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above;

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

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(vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii)who is a Party; or

(viii)with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to paragraphs (i), (ii) and (iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to paragraph (iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; or

(C)in relation to paragraphs (v) and (vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c)to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors.

33.3Entire agreement

This Clause 33 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

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33.4Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

33.5Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 33.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 33.

33.6Continuing obligations

The obligations in this Clause 33 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

34.COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

35.GOVERNING LAW

This Agreement is governed by the laws of Hong Kong.

36.ENFORCEMENT

36.1Jurisdiction of Hong Kong courts

(a)The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a Dispute).

(b)The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This Clause 36.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

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36.2Waiver of immunities

The Borrower irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a)suit;

(b)jurisdiction of any court;

(c)relief by way of injunction or order for specific performance or recovery of property;

(d)attachment of its assets (whether before or after judgment); and

(e)execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL LENDERS

Name of Original Lender	Commitment
Morgan Stanley Senior Funding, Inc.	US$	400,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

1.Obligors

(a)A copy of the constitutional documents of each Obligor and the Subordinated Creditor.

(b)A copy of a resolution of the board of directors (or in the case of the Parent, a shareholder resolution) of each Obligor and the Subordinated Creditor:

(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)A certificate from the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on it to be exceeded.

(e)A certificate of an authorised signatory of the relevant Obligor or Subordinated Creditor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.Finance Documents

(a)The following Finance Documents, each duly entered into by the parties to it:

(i)this Agreement;

(ii)the Subordination Deed;

(iii)the Keepwell Deed; and

(iv)each Fee Letter.

3.Legal opinions

(a)A legal opinion of Allen & Overy, Hong Kong law advisers to the Arranger and addressed to the Finance Parties at the date of that opinion.

(b)A legal opinion of Zhong Lun Law Firm, PRC law advisers to the Arranger and addressed to the Finance Parties at the date of that opinion.

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4.Other documents and evidence

(a)A copy of:

(i)the audited consolidated financial statements for the Borrower for its financial year ended 31 December 2017;

(ii)the unaudited consolidated financial statements for the Borrower for the 12 month period ended 31 December 2018;

(iii)the audited consolidated financial statements for the Parent for its financial year ended 31 December 2017; and

(iv)the unaudited consolidated financial statements for the Parent for the nine month period ended 30 September 2018.

(b)The Group Structure Chart.

(c)Evidence that the Borrower has a paid up share capital of not less than HK$1,000,000.

(d)All requested information and evidence required by the Finance Parties pursuant to its usual “know your customer” or other similar checks as notified to the Borrower not less than two Business Days prior to the Utilisation Date.

(e)Evidence that the fees then due from the Borrower pursuant to Clause 10 (Fees) have been paid or will be paid by the Utilisation Date.

(f)An executed copy of the Subordinated Receivable.

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SCHEDULE 3

UTILISATION REQUEST

From:     [Borrower]

To:          [Facility Agent]

Dated:

[Borrower] — Senior 364-Day Term Loan Facility Agreement

dated [         ] (the Agreement)

1.We refer to the Agreement.  This is the Utilisation Request.  Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.

2.We wish to borrow the Loan on the following terms:

Proposed Utilisation Date:	[      ] (or, if that is not a Business Day, the next Business Day)
Amount:	US$[       ]

3.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Facility Agreement is satisfied on the date of this Utilisation Request.

4.The proceeds of the Loan should be credited to [account].

5.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of Borrower]

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To:[          ] as Facility Agent

From:[the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated:

[the Borrower] — Senior 364-Day Term Loan Facility Agreement

dated [      ] (the Agreement)

1.We refer to Clause 21.5 (Procedure for transfer) of the Agreement.  This is a Transfer Certificate.  Terms used in the Agreement shall have the same meaning in this Transfer Certificate.

2.The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 21.5 (Procedure for transfer) of the Agreement, all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.

3.The proposed Transfer Date is [         ].

4.The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 28.2 (Addresses) of the Agreement are set out in the Schedule.

5.The New Lender expressly acknowledges:

(a)the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders) of the Agreement; and

(b)that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

6.The New Lender confirms that it is a “New Lender” within the meaning of Clause 21.1 (Assignments and transfers by the Lenders) of the Agreement.

7.The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor and is not a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

8.This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

9.This Transfer Certificate is governed by the laws of Hong Kong.

10.This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility office address, email, fax number and attention details for notices and account details for payments]

[the Existing Lender]	[the New Lender]
By:	By:

This Transfer Certificate is executed by the Facility Agent and the Transfer Date is confirmed as [           ].

[the Facility Agent]

By:

Note:It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied, to effect or perfect the transfer contemplated in this Transfer Certificate or to give the New Lender full enjoyment of all the Finance Documents.

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SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:[[Facility Agent] as Facility Agent, [Borrower] as Borrower and [Parent] as Parent]

From:[the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated:[insert date]

[Borrower] — Senior 364-Day Term Loan Facility Agreement
dated [      ] (the Agreement)

1.We refer to the Agreement.  This is an Assignment Agreement.  Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.We refer to Clause 21.6 (Procedure for assignment) of the Agreement:

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b)The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement specified in the Schedule.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3.The proposed Transfer Date is [      ].

4.On the Transfer Date, the New Lender becomes Party to the Finance Documents as a Lender.

5.The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 28.2 (Addresses) of the Agreement are set out in the Schedule.

6.The New Lender expressly acknowledges:

(a)the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders) of the Agreement; and

(b)that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Assignment Agreement or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

7.The New Lender confirms that it is a “New Lender” within the meaning of Clause 21.1 (Assignments and transfers by the Lenders) of the Agreement.

8.The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor and is not a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

105

9.This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 21.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower) of the Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

10.This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

11.This Assignment Agreement is governed by the laws of Hong Kong.

12.This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

106

THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, email, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [        ].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

By:

Note:It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied, to effect or perfect the assignment/release/assumption of obligations contemplated in this Assignment Agreement or to give the New Lender full enjoyment of all the Finance Documents.

107

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To:[              ] as Facility Agent

From:Wanda Sports Group Company Limited萬達體育集團有限公司

Dated:

Dear Sirs

[Borrower] —Senior 364-Day Term Loan Facility Agreement
dated [  ] (the Facility Agreement)

1.I refer to the Facility Agreement. This is a Compliance Certificate. Terms used in the Facility Agreement shall have the same meaning in this Compliance Certificate.

2.I confirm that: [Insert details of covenants under Clause 18 (Financial Covenants) to be certified including calculations]1

3.I confirm that during the Relevant Period there has been no:

(a)waiver in connection with, or any amendment or supplement to any representations, warranties, undertakings, financial covenants or events of default (howsoever described) under the Infront Facility Agreement or the WEH Facility Agreement which are adverse to the interests of the Lenders; and

(b)refinancing of the Infront Facility Agreement or the WEH Facility Agreement where the representations, warranties, undertakings, financial covenants and events of default (howsoever described) or any other provisions associated with them with respect to that refinancing are more adverse (or in the case of any refinancing of the Existing Infront Facility Agreement (as defined in the definition of “Infront Facility Agreement” or the Existing WEH Facility Agreement (as defined in the definition of “WEH Facility Agreement”), materially adverse) to the interests of the Lenders than under the Previous Infront Facility Agreement (as defined in the definition of “Infront Facility Agreement”) or the Previous WEH Facility Agreement (as defined in the definition of “WEH Facility Agreement”) as applicable,

in each case, which has not been disclosed to the Facility Agent in writing.

4.I confirm that no Default is continuing.

Signed:
	Director of Wanda Sports Group Company Limited萬達體育集團有限公司

1To be included for deliveries of financial statements for each Financial Quarter.

108

SCHEDULE 7

FORM OF INCREASE CONFIRMATION

To:[[Facility Agent] as Facility Agent, [Borrower] as Borrower and [Parent]]

From:[the Increase Lender] (the Increase Lender)

Dated:

[             ] — Senior 364-Day Term Loan Facility Agreement

dated [  ] (the Agreement)

1.We refer to the Agreement. This is as an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2.We refer to Clause 2.2 (Increase) of the Agreement.

3.The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender under the Agreement.

4.The proposed date on which such assumption in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [·].

5.On the Increase Date, the Increase Lender becomes party to the Agreement as a Lender, and becomes a Lender for the purposes of each other Finance Document; and

6.The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 28.2 (Addresses) of the Agreement are set out in the Schedule.

7.The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Clause 2.2 (Increase) of the Agreement.

8.The Increase Lender confirms that it is not an Obligor or an Affiliate of an Obligor and is not a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

9.This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on such counterparts were on a single copy of this Increase Confirmation.

10.This Increase Confirmation is governed by the laws of Hong Kong and has been entered into on the date stated at the beginning of this Increase Confirmation.

109

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details (including the Facility to which the Relevant Commitment relates)]

[Facility office address, email, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent, and the Increase Date is confirmed as [·].

Facility Agent

By:

110

SCHEDULE 8

FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

PART 1

FORM OF NOTICE OF NOTIFIABLE DEBT PURCHASE TRANSACTION

To:[            ] as Facility Agent

From:[The lender]

Dated:

[            ] — Senior 364-Day Term Loan Facility Agreement
dated [  ] (the Agreement)

1.We refer to paragraph (b) of Clause 23.2 (Disenfranchisement of Parent Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2.We have entered into a Notifiable Debt Purchase Transaction.

3.The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (US$)
The Facility	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

111

PART 2

FORM OF NOTICE OF TERMINATION OF NOTIFIABLE DEBT PURCHASE TRANSACTION

To:[             ] as Facility Agent

From:[The Lender]

Dated:

[              ] — Senior 364-Day Term Loan Facility Agreement
dated [  ] (the Agreement)

1.We refer to paragraph (c) of Clause 23.2 (Disenfranchisement of Parent Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2.A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [·] has [terminated]/[ceased to be with a Parent Affiliate].

3.The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (US$)
The Facility	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

112

SCHEDULE 9

TIMETABLES

Delivery of the duly completed Utilisation Request (Clause 5.1 (Delivery of the Utilisation Request))	10am five Business Days before the proposed Utilisation Date
Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	10am three Business Days before the proposed Utilisation Date

113

SCHEDULE 10

APPROVED LENDERS

PART 1

APPROVED LENDERS — BANKS

ABN AMRO	Bank Vontobel AG	CIBC
Agricultural Bank of China	Bankia	CIC Private Debt
Alliance and Leicester	Bankinter	Citic Bank
Allianz Bank	Banque AGF	Citigroup/ Citibank
Allied Irish Banks (AIB)	Banque LBLux	Comerica
AMP	Banque Populaire (BRED)	Commerzbank (incl. Dresdner KW)
ANZ Bank	Banque Tarneaud	Commonwealth Bank of Australia
Aozora Bank	Barclays Capital (BarCap) / Barclays Bank	Cooperative Bank
Appenzeller Kantonalbank (APPKB)	Bayerische Landesbank (BayernLB) / BayernLB Group	Credit du Nord
Austrian Anadi Bank	Belfius (Dexia Banque Belgique)	Credit Industriel et Commercial (CIC)
Axis Bank	Berner Kantonalbank (BEKB/BCBE)	Credit Suisse AG
Banca IMI (Intesa Sanpaolo Group)	Bipop Carire	Credit Suisse First Boston
Banca Nazionale del Lavoro (BNL)	BNP Paribas (BNPP)	CTBC Bank Co., Ltd.
Banco Bilbao Vizcaya Argentaria (BBVA)	BNY Mellon Corporate Trustee Services Limited	Danske Bank
Banco BPI	BPCE Groupe (Banque Populaire / Caisse d’Epargne)	DBS
Banco de Valencia	Bremer Landesbank	Deka Bank
Banco Espirito Santo (BES or BESV)	British Business Bank plc	Depfa Bank / Hypo Public Finance
Banco Gallego	Caisse D’Epargne	Deutsche Apotheker-und Artzebank eG
Banco Popolare	Caisse de Depot et Placement du Quebec	Deutsche Bank (incl. EM Loan Desk)
Banco Sabadell	Caixa Catalunya	Deutsche Postbank
Banco Santander	Caixa Geral Group	Deutsche Sparkassen (all German and Austrian Sparkassen)
Banesto	CaixaBank (fka La Caixa)	Deutsche VR Banken (all German Volksbanken)
Bank Coop (Swiss)	Caja Madrid	Development Bank of Singapore
Bank fuer Arbeit und Wirtschaft (BAWAG)	Caja Murcia	Dexia
Bank Linth LLB AG	Calyon / Credit Agricole Group	DnB Nor (De Norske Bank)
Bank of America Merrill Lynch	Cathay United Bank	Doha Bank
Bank of China	CDC Ixis	DSK Bank (DSK)
Bank of Communications	Československá obchodní banka a.s. (ČSOB, part of the KBC Group)	DZ Bank / DZ Group
Bank of India	China Construction Bank	Erste Bank / Erste Group
Bank of Ireland	China Development Bank	E.Sun
Bank of Montreal (BMO)	China Merchants Bank	European Bank for Reconstruction and Development (EBRD)
Bank of Taiwan	China Minsheng bank
Bank of Tokyo Mitsubishi (BOTM)
Bank Sinopac
State Bank of India

114

Export Development Canada (EDC)	LCL (Banque et Assurance Le Credit Lyonnais)	Raiffeisen Zentralbank Österreich (RZB)
Fifth Third Bank	Lloyds Bank plc (incl. Halifax Bank of Scotland (HBOS))	Rothschild
Focus Bank	M.M Warburg	Royal Bank of Canada (RBC)
Fortis	Macquarie	Royal Bank of Scotland (RBS)
Friesland Bank	Marfin (IBG)	Sabanchi Bank
Fubon Bank	Medbank	Santander
Goldman Sachs	Mediobanca	Scotia Bank
Groupe Credit Mutuel (incl. CIC)	MeDirect Bank (Malta) plc	SEB
Helaba	Meritz Securities	Shinsei
HSBC	Mignon Geneve	Shinhan Bank
HSH Nordbank	Migrosbank	Siemens Financial Services
Huatai Securities	Mizuho	Silicon Valley Bank
ICICI Bank	Morgan Stanley	Societe Generale (SG)
Industrial & Commercial Bank of China (ICBC)	National Australia Bank	Standard Chartered Bank
ING Bank / ING Group	National City	State Bank of India
Interbanca	Natixis	State Street Bank
Intesa Sanpaolo	NBAD	Siemens Bank GmbH
Investec	Nedbank	Sumitomo Mitsui (SMBC)
Investkredit	NIB Capital / NIBC Bank N.V.	Sumitomo Trust
J.P. Morgan / J.P. MorganChase / Chase	Nidwaldner Kantonabank (NWKB)	Svenska Handelsbanken
K&H Bank (K&H, part of the KBC Group)	Nomura	Swedbank
KB	Nordea Bank	Taishin Bank
KBC / KBC Group	Nordic Investment Bank	Toronto Dominion Bank
KFW	NordLB	UBI Banca
Kommunalkredit Austria	Norinchukin	UBS
Koomin Bank	North Fork (Capital One)	Unicredit Banca d’Impresa
Kreditanstalt fuer Wiederaufbau (KfW)	Nova Ljubljanska banka (NLB, affiliate of KBC)	Unicredit Group SpA
La Banque Postale	NRW Bank	Unicredito Banca Mobiliare
La Caixa	Nykredit Realkredit	Union Bank of India
Landesbank Berlin (LBB)	Oberbank AG	United Overseas Bank (UOB)
Landesbank Hessen -Thuringen (Helaba)	OCBC Bank	Volksbank / Volksbanken Group
Landesbank Rheinland-Pfalz (LRP)	Oesterreichische Landesbank	Wachovia Bank
Landesbank Saar	OEVAG (Oesterische Volksbanken)	Wells Fargo
Landesbank Sachsen	Portigon	Wells Fargo Bank, National Association
Landsbanki Islands	Raiffeisen Group	Westfalen
	Raiffeisen Landesbanken	WestPac
	Raiffeisen Schweiz	Yuanta Bank
		Woori Bank

115

PART 2

APPROVED LENDERS — FUNDS

3i / Investcorp (incl. Fraser Sullivan) / Mizuho IM / Harvest	Candriam Investors (incl. Dexia AM)	GLG (incl. Tisbury Capital)/ Pemba
Aberdeen AM	Capital Four	Global Credit Advisers
Accunia	Capital Source	GoldenTree
AIB CLO	Carlyle (Par funds incl. Alpinvest, Claren Road)	Goldman Sachs SSG
Alberta Investment Management Corporation	Carval	Great Wall AMC
Alcentra	Castle Hill	GS PIA
AllianceBernstein	CDPQ	GSAM
Alpstar	Challenger Life Company	Guggenheim
Amundi	Chenavari	Gulf Central Agency
Angelo Gordon (Par funds)	Cheyne	HANA
APG	China Life	Halcyon
Apollo (par funds)	CIFC	Harbourvest
Arcano	Citadel	Harvard
Ares	CM-CIC Private Debt	Haymarket FinancialHenderson (incl. Gartmore)
Arkkan Opportunities Fund Ltd	Cohen & Co	Henderson
Arrowgrass	Colonial First State	HESTA
Australia Super Pty Ltd	Commonwealth Super Corporation	HIG Bayside
AXA	CPP	Highbridge
Babson	CPPIB	Highland
Bain Capital Credit, L.P. (Sankaty)	CQS	Hume Partners
Barings	Crescent Capital / TCW	ICG
Bass Capital	CSAM	Idinvest
Beach Point Capital	CVC — Cordatus	IFM
Beechbrook	CVP	Ilmarinen Mutual
Bentham Asset Management	Cyrus	Insight Investments
Berkley AM	DE Shaw	Invesco (incl. Morgan Stanley IM (MSIM), Van Kampen)
BFAM	Delff	Internationale Kapitalanlagegesellschaft mbH for account of GOTH LOANS
Black Diamond (incl. GSC)	Deutsche AM / DWS	Investec
BlackRock (incl. R3 Capital)	Deutsche IM	King Street (CLO)
Blackstone / GSO (incl. AIB CLO, Harbourmaster)	Dignari	KKR Credit (CLO)
Bluebay	Eaton Vance	LEPI
BlueMountain	ECM	LFPI
BNP CLO (incl. Calyon CLO, RBS CLO, CIFC (incl. Deerfield, Cypress Tree)	ELO	Lyxor
BNP Investment Manager	EQT Debt Fund	M&G Investments (Pru M&G)
Bosphorus	Etera Mutual	Magnetar
Cairn	Euler Hermes	Marathon
Camares	European Capital	Masan Stevens
	Farakk	MBK
	Fidelity	Metrics Credit Partners
	First State Super
	Franklin
	GIC

116

Metlife	Pine River	State Street
Millennium	Pinebridge (incl. AIG)	SwanCap
Mirae AM	Pioneer	Swiss RET Rowe
Mirae Asset Daewoo	Post Advisory	Tahan
Moore	PSAMPark SquarePartners Group	Threadneedle
Muzinich	Putnam	Tikehau
MV Credit	QIC	Tisbury
Napier Park	R3 Capital	Tokyo Star Bank
Natixis CLO	Robus Capital	Tor Investment Management
Neuberger Berman	Rothschild / Five Arrows Managers	TPG Credit Management
New Amsterdam Capital	Sampo	Trafalgar Asset Managers
NIB CLO	Sandell Asset Management	UBS O’Connor
NIBC CLO / North Westerly	SAS Trustee Corporation	Value Partners
NM Rothschild	Seatown	Varde
Northwestern Mutual	SCOR SE	Varma Mutual Pension Insurance Company
Novator	Siemens Bank GmbH Singapore Branch	Ver Capital
Oak Hill	Siemens Financial Services Inc.	VFMC
Oaktree CLO	Soros	Voya
Och-Ziff	Soundpoint Capital	Waddell & Reed
Octagon	Spire	Wellington
Onex	SSG	Westbourne
Perpetual		Western Asset Management Company (WAMCO)
PFA		Zurich
PGIM (Pramerica)
Pimco

117

SIGNATORIES

Borrower

WANDA SPORTS GROUP COMPANY LIMITED萬達體育集團有限公司

/s/ Zhang Lin

By: Zhang Lin

Title: Director

Original Lender

MORGAN STANLEY SENIOR FUNDING, INC.

By: /s/ Diraj Joseph (Vice President)

MORGAN STANLEY SENIOR FUNDING, INC.

ADMINISTRATIVE DETAILS

LEGAL NAME (signature block):	Morgan Stanley Senior Funding, Inc.
LEGAL ADDRESS:	1585 Broadway New York, NY 10036
TAX ID NUMBER:	13-3888640
CLOSING CONTACTS (Send all initial funding, closing, and upfront fee notices to):
CONTACTS:	Tripp Williams / Sunny Cui
ADDRESS:	46/F International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong
TELEPHONE:	852 3963 1668 / 852 3963 1913
TELECOPIER:	852 3407 5506
EMAIL ADDRESS:	loanopshk@morganstanley.com
DOCUMENTATION / INTRALINKS / SYNDTRAK AGENCY SITE CONTACTS (Send all credit documents, amendment/waiver requests, financial information, compliance certificates, etc. to each of the following contacts):
CONTACTS:	Tripp Williams / Sunny Cui
ADDRESS:	46/F International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong
TELEPHONE:	852 3963 1668 / 852 3963 1913
TELECOPIER:	852 3407 0407
EMAIL ADDRESS:	loandocshk@morganstanley.com
LOAN ADMINISTRATION CONTACTS (Send all borrowing, paydown, interest, commitment/facility/ lc fee, rollover, rate setting, termination notices, etc. to):
CONTACTS:	Tripp Williams / Sunny Cui
ADDRESS:	46/F International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong
TELEPHONE:	852 3963 1668 / 852 3963 1913
TELECOPIER:	852 3748 0884
EMAIL ADDRESS:	aploanservicing@morganstanley.com
Please call below contacts for Call Back Verification
CONTACTS:	Terence Lean / Sunny Cui
TELEPHONE:	852 2848 1918 / 852 3963 1913
PAYMENT INSTRUCTIONS
USD:	MSSFI USD
TO:	CITIBANK, N.A. (SWIFT CODE: CITIUS33) NEW YORK, NY 10043
VIA:	ABA # 021-000-089
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	406-99-776
REF:	Deal Name
ATTN:	Loan Servicing

EUR:	MSSFI EUR
TO:	CHASE FF
SWIFT CODE:	CHASDEFX
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	6111601263
IBAN	DE97501108006111601263
REF	Deal Name
ATTN	Loan Servicing
GBP:	MSSFI GBP
TO:	HSBC BANK PLC
SWIFT CODE:	MIDLGB22
SORT CODE:	40-05-30
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	377-33-435
IBAN	GB88MIDL40051537733435
REF:	Deal Name
ATTN:	Loan Servicing
AUD:	MSSFI AUD
TO:	CITIBANK, MELBOURNE, AUSTRALIA
SWIFT CODE	CITIAU3X
BSB (BANK STATE BRANCH CODE):	242 000
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	204098-018
REF:	Deal Name
JPY:	MSSFI JPY
TO:	BANK OF TOKYO MITSUBISHI UFJ LTD
SWIFT CODE:	BOTKJPJT
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	653-0466050
REF:	Deal Name
HKD:	MSSFI HKD
TO:	STANDARD CHARTERED BANK HONG KONG
SWIFT CODE:	SCBLHKHH
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	44707801195
REF:	Deal Name

Arranger

MORGAN STANLEY ASIA LIMITED

By: /s/ Diraj Joseph (Vice President)

Facility Agent

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED
中國建設銀行(亞洲)股份有限公司

By:	/s/ Donna Healy
Donna Healy
By:	/s/ Donny Lam
Donny Lam

Calculation Agent

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED
中國建設銀行(亞洲)股份有限公司

By:	/s/ Donna Healy
Donna Healy
By:	/s/ Donny Lam
Donny Lam

EX-10.9

Exhibit 10.9

EXECUTION VERSION

SENIOR FACILITY AGREEMENT

USD400,000,000

SENIOR FORWARD START TERM LOAN FACILITY

Dated 15 March 2019

for

WANDA SPORTS GROUP COMPANY LIMITED

萬達體育集團有限公司

as Borrower

arranged by

MORGAN STANLEY ASIA LIMITED

as Arranger

with

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED

中國建設銀行(亞洲)股份有限公司

acting as Facility Agent

and

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED

中國建設銀行(亞洲)股份有限公司

acting as Calculation Agent

CONTENTS

Clause		Page
1.	Definitions and Interpretation	4
2.	The Facility	35
3.	Purpose	37
4.	Conditions of Utilisation	37
5.	Utilisation	38
6.	Repayment	39
7.	Prepayment and Cancellation	39
8.	Interest	43
9.	Interest Periods	43
10.	Fees	43
11.	Tax Gross-up and Indemnities	44
12.	Increased Costs	47
13.	Mitigation by the Lenders	49
14.	Other Indemnities	49
15.	Costs and Expenses	50
16.	Representations	50
17.	Information Undertakings	56
18.	Financial Covenants	60
19.	General Undertakings	65
20.	Events of Default	67
21.	Changes to the Lenders	70
22.	Changes to the Borrower	74
23.	Debt Purchase Transactions	74
24.	Role of the Administrative Parties	78
25.	Sharing among the Finance Parties	87
26.	Payment Mechanics	88
27.	Set-off	91
28.	Notices	91
29.	Calculations and Certificates	94
30.	Partial Invalidity	94
31.	Remedies and Waivers	95
32.	Amendments and Waivers	95
33.	Confidential Information	96
34.	Counterparts	99
35.	Governing Law	99
36.	Enforcement	99

Schedule
1.	The Original Lenders		100
2.	Conditions Precedent		101
3.	Utilisation Request		103
4.	Form of Transfer Certificate		104
5.	Form of Assignment Agreement		106
6.	Form of Compliance Certificate		109
7.	Form of Increase Confirmation		110
	Part 1	Form of Notice of Notifiable Debt Purchase Transaction	112
	Part 2	Form of Notice of Termination of Notifiable Debt Purchase Transaction	113
8.	Timetables		114
9.	Approved Lenders		115
	Part 1	Approved Lenders — Banks	115
	Part 2	Approved Lenders — Funds	117
10.	Form of Effective Date Notice		119
Signatories			120

THIS AGREEMENT is dated 15 March 2019 and made

BETWEEN:

(1)WANDA SPORTS GROUP COMPANY LIMITED萬達體育集團有限公司, a limited liability company incorporated in Hong Kong with company number 2771009 its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (the Borrower);

(2)MORGAN STANLEY ASIA LIMITED as mandated lead arranger and bookrunner (the Arranger);

(3)THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the Original Lenders); and

(4)CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED 中國建設銀行(亞洲)股份有限公司 as facility agent (in this capacity, the Facility Agent); and

(5)CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED 中國建設銀行(亞洲)股份有限公司 as calculation agent (in this capacity, the Calculation Agent).

IT IS AGREED as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

Account Bank means China Construction Bank (Asia) Corporation Limited 中國建設銀行(亞洲)股份有限公司.

Adjusted Leverage Ratio has the meaning given to that term in Clause 18.4 (Financial definitions).

Administrative Party means an Agent or the Arranger.

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.

Agent means the Facility Agent or the Calculation Agent.

Anti-Corruption Laws has the meaning given to that term in Clause 16.21 (Anti-corruption).

Anti-Money Laundering Laws has the meaning given to that term in Clause 16.20 (Anti-money laundering).

APLMA means the Asia Pacific Loan Market Association Limited.

Approved Lender List means the persons referred to in Schedule 10 (Approved Lenders).

Approved Stock Exchange means:

(a)NYSE;

4

(b)Nasdaq; or

(c)any other internationally recognised major stock exchange or stock market approved by the Majority Lenders.

Assignment Agreement means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor, assignee and the Facility Agent.

Authorisation means:

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

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

BOC Facility Agreement means the USD200,000,000 Facility Agreement dated 19 November 2015 between, among others, the Subordinated Creditor as borrower and Bank of China Limited, New York Branch as facility agent and security agent as amended by a supplemental letter dated 7 March 2018.

Borrowings has the meaning given to that term in Clause 18.4 (Financial definitions).

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong, Beijing and (in relation to any date for payment or purchase of US dollars) New York.

Change of Control Event means:

(a)the direct or indirect sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the members of the Group taken as a whole to any person (including any “person” as that term is used in Section 13(d)(3) of the US Exchange Act); or

(b)the Parent ceases to be the “beneficial owner” (as defined in Rules 13d-3 and Rule 13d-5 under the US Exchange Act), directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of the Borrower, whether as a result of issuance of securities of the Borrower, any merger, consolidation, liquidation or dissolution of the Borrower, or any direct or indirect transfer of securities by the Borrower or otherwise.

CoC Lender Election Notice has the meaning given in Clause 7.2 (Change of control).

CoC Notice has the meaning given in Clause 7.2 (Change of control).

Code means the US Internal Revenue Code of 1986.

Commitment means:

(a)in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

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(b)in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Competitor means any person or entity (other than the Parent or its Affiliate) principally engaged in the business of sports events, media and marketing, and each Affiliate of such person or entity engaged in such activities.

Compliance Certificate means a certificate delivered pursuant to Clause 17.2 (Compliance Certificate) and signed by one director of the Borrower substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

Confidential Information means all information relating to any Obligor, the Group, any Holding Company of the Borrower that is also a Subsidiary of the Parent, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)any member of the Group, any Obligor, any Holding Company of the Borrower that is also a Subsidiary of the Parent or any of their advisers; or

(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, any Obligor, any Holding Company of the Borrower that is also a Subsidiary of the Parent or any of their 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:

(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 33 (Confidential Information);

(ii)is identified in writing at the time of delivery as non-confidential by any member of the Group, any Obligor, any Holding Company of the Borrower that is also a Subsidiary of the Parent or any of their advisers; or

(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group, the Obligors or any Holding Company of the Borrower that is also a Subsidiary of the Parent and which, in each case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Borrower and the Facility Agent.

Conflicted Lender means any Lender, where such Lender or any of its Affiliates is or, in respect of the Finance Documents only, is acting on behalf of (including in its capacity as the grantor of a Participation or any other agreement pursuant to which any voting or other rights of any Lender may pass to or be controlled or exercised by or at the direction of):

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(a)a Competitor; or

(b)an investor or equity holder that has Control over a Competitor,

in each case whether before, upon or after such person becomes a Lender and including where a Lender or its Affiliate notifies the Facility Agent that it is such (in a Transfer Certificate or otherwise) and where it has been notified as such to the Facility Agent by the Borrower (acting reasonably and in good faith), provided that a Lender or its Affiliate will not be deemed to be a Conflicted Lender solely by virtue of that Lender or its Affiliate:

(i)being an Original Lender (or an assignee or transferee of an Original Lender following primary syndication), provided that it does not enter into any Participation with any person set out in paragraphs (a) or (b) above on or after the date of this Agreement;

(ii)dealing in shares in or securities of a Competitor, where the relevant teams and employees of that Lender or its Affiliate engaged in such dealings operate on the public side of an information barrier;

(iii)becoming an investor or equity holder in a Competitor as a consequence of a debt-for-equity swap in, or enforcement of security over shares of, that Competitor;

(iv)being an investor or equity holder in a Competitor through a separately managed private equity investment fund owned or managed by that Lender;

(v)engaging in any merger and acquisition or other advisory activity in relation to or on behalf of a Competitor; or

(vi)being a lender to any person referred to in paragraph (a) or (b) above,

and provided further that a Lender will not be deemed to be a Conflicted Lender if it is a financial institution subject to regulation or supervision by the Hong Kong Monetary Authority, the Monetary Authority of Singapore, the Financial Services Agency of Japan, the United Kingdom Financial Services Authority, the Bank of England, the European Central Bank, the Board of Governors of the Federal Reserve of the United States and/or any equivalent governmental authority regulating financial services in a jurisdiction or any successor or replacement governmental authority with equivalent principal functions from time to time or an Affiliate of such a financial institution.

For the purposes of this definition of “Conflicted Lender”, a person having Control over a Competitor means:

(A)such person holding more than 50 per cent. of the issued share capital of or equity interest in (or more than 50 per cent. of the issued voting share capital of or voting equity interest in such Competitor);

(B)such person having the right to determine the composition of a majority of the board of directors or equivalent body of such Competitor or having the power to manage or direct such Competitor whether through ownership of share capital or equity interest, by contract or otherwise; or

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(C)such person being in a position where it is able to exercise decisive influence over such Competitor,

and, for the purposes of paragraph (C) above, decisive influence over a Competitor will be deemed to be established where such person possesses direct or indirect consent rights or negative veto rights over the strategic business behaviour (including decisions related to budgets, business plans, major investments or the appointment of senior management) of that Competitor, including any such rights through ownership of share capital or equity interest, by contract or otherwise, provided that the mere possession or exercise of voting rights by such person (at general meetings of such Competitor) as a holder of share capital or equity interest in such Competitor, which voting rights are proportionate to the proportion born by the voting share capital or equity interest in that Competitor held by such person to the aggregate voting share capital or equity interest in that Competitor, shall not in itself constitute “decisive influence” for such purposes unless the voting rights exercisable by or at the direction of such person (together with any person(s) acting in concert with it) (1) constitute a majority of the aggregate voting rights of holders of share capital or equity interest in such Competitor that are capable of being exercised or (2) can (without aggregation with any voting rights of any other person) directly or indirectly control or veto any decisions with respect to the strategic business behaviour (including decisions related to budgets, business plans, major investments or the appointment of senior management) of that Competitor.

Consolidated Net Income means, for any period, the aggregate net income of the Borrower and its Subsidiaries for such period, on a consolidated basis, as determined in accordance with GAAP; provided that the following items shall be excluded in computing Consolidated Net Income (without duplication):

(a)the net income (or loss) of any person that is accounted for by the equity method of accounting except that, subject to the exclusion contained in paragraph (e) below, the Borrower’s equity in the net income of any such person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such person during such period to the Borrower or another member of the Group as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another member of the Group, to the limitations contained in paragraph (c) below);

(b)the net income (or loss) of any person accrued prior to the date it becomes a member of the Group or is merged into or consolidated with the Borrower or any other member of the Group or all or substantially all of the property and assets of such person are acquired by the Borrower or any other member of the Group, save that any such accrued net income (or loss) arising from or in connection with the Permitted Reorganisation shall be included for the purpose of calculating Consolidated Net Income;

(c)the net income (but not loss) of any member of the Group to the extent that the declaration or payment of dividends or similar distributions by such member of the Group of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other similar constitutive documents, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such member of the Group, unless such restriction with respect to the payment of Restricted Payments have been legally waived;

(d)the cumulative effect of a change in accounting principles;

(e)any net after-tax effect of gains or losses realised on the sale or other disposition of:

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(i)any property or assets of the Borrower or any member of the Group which is not sold in the ordinary course of its business; or

(ii)any shares, stock or other equity interests of any person (including any gains or losses by the Borrower realised on sales of shares, stock or other equity interests of any other member of the Group);

(f)any translation gains or losses due solely to fluctuations in currency values and related tax effects;

(g)any net after-tax effect of extraordinary or non-recurring gains or losses;

(h)any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortisation of intangibles arising pursuant to GAAP; and

(i)any equity-based or non-cash compensation charge or expense including any such charge or expense arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration, or payout of equity interests by management, other employees or business partners of the Borrower.

Dataroom means the dataroom hosted with Merrill Datasite containing information on the Facility, the Group and the Obligors.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)purchases by way of assignment or transfer;

(b)enters into any sub-participation in respect of; or

(c)enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment (or any commitment represented thereby) or amount outstanding under this Agreement.

Default means an Event of Default or any event or circumstance specified in Clause 20 (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.

Defaulting Lender means any Lender:

(a)which has failed to make its participation in the Loan available or has notified the Facility Agent that it will not make its participation in the Loan available by the Utilisation Date for the Loan in accordance with Clause 5.4 (Lenders’ participation);

(b)which has otherwise rescinded or repudiated any of its material obligations under a Finance Document; or

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(c)with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i)its failure to pay is caused by administrative or technical error or a Disruption Event, and payment is made within five Business Days of its due date; or

(ii)that Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Disposal means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

Disruption Event means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Distressed Investor means any loan-to-own fund, vulture fund, hedge fund or distressed debt fund, any other entity (including a business group within a bank or financial institution) which is established for or principally invests in distressed debt (or any similar fund or entity), or any fund or entity similar to any of the foregoing but excluding any Original Lender (in its capacity as such) provided that a bank or financial institution shall not constitute a “Distressed Investor” solely by virtue of any restructuring or workout desk within such bank or financial institution if an Event of Default has occurred and is continuing.

EDGAR means the Electronic Data Gathering Analysis and Retrieval system operated by the SEC.

Effective Date means, subject to Clause 1.6 (Conditions to Effective Date), the Maturity Date (as defined in the Senior 364-Day Term Loan Facility Agreement).

Effective Date Notice means an Effective Date Notice which is signed and delivered by the Facility Agent, and is substantially in the form set out in Schedule 11 (Form of Effective Date Notice).

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Eligible Lender means each person which:

(a)in relation to any Equity Upside payable in connection with the prepayment of the Loan under Clause 7.3 (IPO), either:

(i)is a Lender on the day of prepayment; or

(ii)was a Lender at any time during the Eligible Period and had its participation prepaid during the Eligible Period; and

(b)in relation to any Equity Upside payable in connection with any other repayment of the Loan after the IPO Date, is a Lender at the time of the repayment,

but excluding any person that was a Replaceable Lender and had been replaced as a Lender in accordance with Clause 7.5 (Replaceable Lender) by the time of the repayment or prepayment.

Eligible Period means, with respect to any repayment of the whole or any part of the Loan on or after the IPO Date, the period commencing on (and including) the date falling 12 Months before the IPO Date and ending on (but excluding) the date of repayment.

Environmental Law means any applicable law in any jurisdiction in which any member of the 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.

Equity Upside means, subject to Clause 7.7 (Maximum payment):

(a)with respect to a repayment of the whole or any part of the Loan under Clause 7.3 (IPO), an amount calculated by the Calculation Agent as follows:

where:
AV	=	the Valuation as at the IPO Date
TV	=	the Target Valuation
L	=	the IPO Repayment Amount
RL	=	the principal amount (if any) of the Loan repaid during the Eligible Period; and

(b)with respect to any other repayment of any part of the Loan after the IPO Date, an amount calculated by the Calculation Agent as follows:

where:
AV	=	the Valuation as at the date of repayment
TV	=	the Target Valuation
L	=	the principal amount of the Loan repaid on that date of repayment.

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If the amount calculated is less than zero, the Equity Upside shall be deemed to equal zero.  Each amount shall be expressed in its USD equivalent.

Event of Default means any event or circumstance specified as such in Clause 20 (Events of Default).

Excluded Lease means any lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease.

Existing Infront Facility Agreement means the credit facilities agreement dated 18 May 2018 between, among others, Infront Sports & Media AG as borrower, Infront as guarantor and UBS Switzerland AG as agent and security agent (as amended by an amendment agreement dated 21 November 2018).

Existing WEH Facility Agreement means the credit agreement dated 26 June 2014 between, among others, World Triathlon Corporation as borrower, WEH as holdings and UBS AG, Stamford Branch as administrative agent (as amended by two amendment agreements dated 18 November 2015 and 5 June 2017 respectively).

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

Facility Office means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

FATCA means:

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

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

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

FATCA Application Date means:

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

(b)in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

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

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

Fee Letter means:

(a)the agency fee letter dated on or about the date of this Agreement between the Agents and the Borrower; or

(b)any agreement setting out fees payable to a Finance Party referred to in paragraph (e) of Clause 2.2 (Increase) or under any other Finance Document.

Finance Document means this Agreement, the Keepwell Deed, a Fee Letter, the Subordination Deed, any Utilisation Request or any other document designated as such by the Facility Agent and the Borrower.

Finance Lease means any lease or hire purchase contract, or a liability under which would, in accordance with the GAAP, be treated as a balance sheet liability (other than an Excluded Lease).

Finance Party means an Agent, the Arranger or a Lender.

Financial Indebtedness means any indebtedness for or in respect of:

(a)moneys borrowed;

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

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

(d)the amount of any liability in respect of Finance Leases;

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

(f)any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing or otherwise classified as a borrowing in accordance with GAAP;

(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

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

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

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Financial Quarter has the meaning given to that term in Clause 18.4 (Financial definitions).

Financial Year has the meaning given to that term in Clause 18.4 (Financial definitions).

First Test Date has the meaning given to that term in Clause 18.4 (Financial definitions).

GAAP means IFRS.

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

Group means the Borrower and its Subsidiaries from time to time.

Group Structure Chart means a group structure chart in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

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

Holding SPV Entity means any member of the Group (other than the Borrower) which is a holding company and established for the sole purpose of owning shares in, and advancing shareholder loans to, its Subsidiaries and which does not otherwise carry on any business or activity, own any assets or incur any liabilities other than which is reasonably incidental to such purpose.

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

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Illegal Lender means a Lender to whom an Obligor is or becomes (or would, but for any replacement of such Lender pursuant to Clause 7.5 (Replaceable Lender), be) obliged to repay or prepay pursuant to Clause 7.1 (Illegality).

Impaired Agent means an Agent at any time when:

(a)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)that Agent otherwise rescinds or repudiates a Finance Document;

(c)(if that Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)an Insolvency Event has occurred and is continuing with respect to that Agent,

unless in the case of paragraph (a) above:

(i)its failure to pay is caused by administrative or technical error or a Disruption Event, and payment is made within five Business Days of its due date;

(ii)that Agent is disputing in good faith whether it is contractually obliged to make the payment in question; or

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(iii)its failure is due to another Party failing to fund that Agent in accordance with a Finance Document.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 7 (Form of Increase Confirmation).

Increase Lender has the meaning given to that term in Clause 2.2 (Increase).

Increased Costs Lender means a Lender to whom the Borrower is (or would, but for any replacement of such Lender pursuant to Clause 7.5 (Replaceable Lender), be) required to pay Increased Costs under Clause 12 (Increased Costs), to make a tax gross up payment under paragraph (a) of Clause 11.2 (Tax gross-up) or tax indemnity payment under Clause 11.3 (Tax indemnity).

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

Information Package means the investor presentation and other documents which, at the Borrower’s request and on its behalf, were made available to selected financial institutions in the Dataroom before the date of this Agreement.

Infront means Infront Holding AG.

Infront Facility Agreement means:

(a)the Existing Infront Facility Agreement, without taking into account any waiver in connection with, or any amendment or supplement to any representations, warranties, undertakings, financial covenants or events of default (howsoever described) which are adverse to the interests of the Lenders; and

(b)any refinancing of the Existing Infront Facility Agreement or any subsequent Infront Facility Agreement (each a Previous Infront Facility Agreement) where:

(i)the proceeds of that refinancing discharge the Financial Indebtedness under the Previous Infront Facility Agreement in full;

(ii)the representations, warranties, undertakings, financial covenants and events of default (howsoever described) or any other provisions associated with them with respect to that refinancing are not any more adverse  (or in the case of any refinancing of the Existing Infront Facility Agreement, materially adverse, and which have been certified by a director or chief financial officer of the Borrower as not more materially adverse) to the interests of the Lenders than under the Previous Infront Facility Agreement;

(iii)the Financial Indebtedness created as a result of that refinancing satisfies the condition referred to in sub-paragraph (f)(iii) of the definition of “Permitted Financial Indebtedness”); and

(iv)no creditor with respect to that refinancing is at any time a member of the Group or an Affiliate of the Borrower.

Infront Group means Infront and its Subsidiaries from time to time (which will include, after the completion of the Permitted Reorganisation, Wanda Sports Co., Ltd. and its Subsidiaries).

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Infront Holding SPV Entity means any Holding SPV Entity that directly or indirectly owns any member of the Infront Group.

Insolvency Event in relation to a Finance Party means that such Finance Party:

(a)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)makes a general assignment, arrangement or composition with, or for the benefit of, its creditors;

(d)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar official;

(e)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)has a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (f) above; or

(j)takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Interest Payment Date means the last day of each Interest Period.

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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).

Interest Rate means 11.5 per cent. per annum.

IPO means an initial public offering of the Shares on an Approved Stock Exchange where:

(a)the Shares (or depositary receipts representing the Shares) are listed in accordance with all applicable rules of that Approved Stock Exchange; and

(b)the Shares (or depositary receipts representing the Shares) can be traded on that Approved Stock Exchange.

IPO Date means the date on which the sale of Shares (or depositary receipts representing the Shares) pursuant to an IPO closes.

IPO Net Proceeds means the cash proceeds of the IPO which are received by the Borrower after deducting:

(a)underwriting commission and discounts;

(b)any Tax incurred by the Borrower and required to be paid or reserved for with respect to the IPO; and

(c)any fees, costs and expenses reasonably incurred by the Borrower with respect to the IPO.

IPO Repayment Amount means, at  any time, an amount determined by the Calculation Agent to be equal to the lesser of:

(a)the outstanding amount of the Loan at that time; and

(b)the greater of:

(i)50 per cent. of the IPO Net Proceeds (as certified by the Borrower to the Calculation Agent in accordance with paragraph (b) of Clause 7.3 (IPO)); and

(ii)US$200,000,000.

Keepwell Deed means the keepwell deed dated on or about the date of this Agreement between the Borrower, the Parent and the Facility Agent in relation to the Facility.

Legal Reservations means:

(a)the principle that certain (including equitable) remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to bankruptcy, insolvency, reorganisation, court schemes, administration, moratoria and other laws generally affecting the rights of creditors;

(b)the time barring of claims under applicable statutes of limitation (or equivalent legislation), the possibility that an undertaking to assume liability for or indemnify a person against non payment of stamp duty may be void and defences of acquiescence, set off or counterclaim;

17

(c)similar principles, rights and defences in respect of the enforceability of a contract, agreement or undertaking under the laws of any relevant jurisdiction; and

(d)any other matters which are set out as qualifications or reservations as to matters of law of general application and which are set out in the legal opinions delivered to the Facility Agent under Clause 4.1 (Initial conditions precedent).

Lender means:

(a)any Original Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 2.2 (Increase) or Clause 21 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

Loan means the loan made or to be made under the Facility or the principal amount outstanding for the time being of the loan.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Commitments immediately prior to the reduction).

Material Adverse Effect means a material adverse effect on:

(a)the business, assets, financial condition or results of operation of the Parent or of the Group (taken as a whole);

(b)the ability of any of the Obligors to perform its payment obligations under the Finance Documents; or

(c)the validity or enforceability of, or the rights or remedies of any Finance Party under, the Finance Documents.

Maturity Date means the date falling 24 Months from the Utilisation Date.

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

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

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

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

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

NDRC means the National Development and Reform Commission of the PRC.

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NDRC Circular means the Notice on Promoting the Reform of Managing the External Debt Issuance by Enterprises with a Record-filing and Registration System (《关于推进企业发行外债备案登记制管理改革的通知》) (Fa Gai Wai Zi [2015] No. 2044) promulgated by the NDRC.

NDRC Post-utilisation Filing means registration of the Facility after the Utilisation Date with the NDRC in accordance with the NDRC Circular and any implementation rule or regulation of the NDRC Circular.

New Business Group means any member of the Group and its Subsidiaries, other than where that member of the Group is:

(a)the Borrower;

(b)any Infront Holding SPV Entity;

(c)any WEH Holding SPV Entity;

(d)any member of the Infront Group; or

(e)any member of the WEH Group.

New Lender has the meaning given to that term in Clause 21 (Changes to the Lenders).

Non-Consenting Lender means any Lender which does not consent to any decision requiring a waiver or amendment or other consent requested in respect of the Facility or any Finance Document, if:

(a)any Obligor, through the Facility Agent, has requested that consent, waiver or amendment in relation to any Finance Document;

(b)the consent, waiver or amendment in question requires the approval of all the Lenders; and

(c)Lenders whose Commitments aggregate more than 80 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80 per cent. of the Total Commitments immediately prior to the reduction) have agreed to that consent, waiver or amendment.

Non-Responding Lender means any Lender that fails to:

(a)accept or reject a request by or on behalf of any of the Obligors for any waiver, amendment or other consent requested in relation to the Facility within ten Business Days (or, if the Borrower agrees to a longer time period in relation to that request or the Borrower specifies a longer period in that request during which a Lender may respond, on or prior to the expiry of such longer period so agreed or specified by the Borrower) of a written request; or

(b)sign a Transfer Certificate or an Assignment Agreement within two Business Days of complying with all necessary “know your customer” or other similar checks under all applicable laws and regulations required to be performed by such Lender following any request pursuant to paragraph (d) of Clause 7.5 (Replaceable Lender).

Notifiable Debt Purchase Transaction has the meaning given to that term in Clause 23.2 (Disenfranchisement of Parent Affiliates).

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Obligors means the Borrower and the Parent, and Obligor means each one of them.

Open Order has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Open Order Process has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Original Financial Statements means in relation to the Borrower its audited consolidated financial statements for its financial year ended 31 December 2018.

Parent means Beijing Wanda Culture Industry Group Co. Limited (北京万达文化产业集团有限公司), a company incorporated in the PRC.

Parent Affiliate means the Parent and each of its Affiliates.

Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Participation means, in relation to a person, a transaction where such person:

(a)enters into any sub-participation in respect of; or

(b)enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment (or any commitment represented thereby) or amount outstanding under this Agreement.

Party means a party to this Agreement.

Permitted Acquisition means:

(a)any acquisition or investment which constitutes or is part of a Permitted Disposal or a Permitted Transaction;

(b)any acquisition by the Borrower or any member of a Group of the entirety of the issued share capital of or equity interests in a limited liability company or entity (including by way of formation) which has not traded and has no assets or any liabilities prior to the date of such acquisition;

(c)any acquisition of shares following the conversion of an intra-Group loan into equity other than any loans from the Borrower to any other member of the Group;

(d)any acquisition or investment to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(e)any acquisition or investment which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

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(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement; or

(iii)made by the Borrower, any WEH Unrestricted Subsidiary or any member of a New Business Group, provided that immediately after the completion of such acquisition or investment, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such acquisition or investment is completed is less than 4.8:1 (where the Relevant Period ends before the date falling 12 Month after the Utilisation Date) or 4.25:1 (where the Relevant Period ends on or after the date falling 12 Months after the Utilisation Date) on a pro forma basis.

Permitted Disposal means a Disposal:

(a)of trading stock, inventory or cash in the ordinary course of business of the disposing entity being a member of a New Business Group;

(b)of assets in exchange for, replacement for or investment in other assets (which are of a comparable or superior type, value or quality) which are used in the operation of the business of a New Business Group;

(c)of assets (other than shares, businesses and intellectual property) which are obsolete, redundant or no longer required for the business or operations of a New Business Group for cash;

(d)of cash which is not specifically prohibited by the terms of the Finance Documents;

(e)arising as a result of any Permitted Security, or which constitutes, is part of, or is made under or is necessary to implement, a Permitted Transaction, Permitted Payment, Permitted Financial Indebtedness or is otherwise expressly permitted in a Finance Document;

(f)constituting a licence, lease, sub-licence or sub-lease of real property or a licence of intellectual property, in each case between members of the Group or in the ordinary course of business of a New Business Group;

(g)of rights relating to hedging transactions, constituted by any termination or close out of such hedging transaction, where such hedging transaction entered into by a member of a New Business Group for the purpose of:

(i)hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or

(ii)its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only; or

(iii)any other hedging transaction to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent,

excluding, in each case, any Disposal under a credit support arrangement in relation to a hedging transaction;

(h)where the net sale proceeds of the Disposal are applied towards mandatory prepayment of the Facility under Clause 7.2 (Change of control) as a result of a Disposal described under paragraph (a) of the definition of “Change of Control Event” occurring;

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(i)any disposal of an intra-Group loan (other than a loan from the Borrower to another member of the Group) as a result of the conversion of such intra-Group loan into equity pursuant to paragraph (c) of the definition of “Permitted Acquisition”.

(j)to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(k)which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement; or

(iii)made by the Borrower, any WEH Unrestricted Subsidiary or any member of a New Business Group, provided that immediately after the completion of such Disposal, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Disposal is completed is less than 4.8:1 (where the Relevant Period ends before the date falling 12 Month after the Utilisation Date) or 4.25:1 (where the Relevant Period ends on or after the date falling 12 Months after the Utilisation Date) on a pro forma basis.

Permitted Financial Indebtedness means Financial Indebtedness:

(a)arising under any of the Finance Documents;

(b)which constitutes:

(i)the Subordinated Receivable; or

(ii)any other shareholder loan advanced from time to time by the Subordinated Creditor and which is subordinated to the Facility on the terms set out in the Subordination Deed;

(c)constituting, or that is part of or made or incurred under, a Permitted Guarantee, a Permitted Payment under paragraph (a) of its definition or a Permitted Transaction;

(d)any Financial Indebtedness incurred to refinance in full all outstanding amounts under the Finance Documents;

(e)which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(f)which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement;

(iii)incurred by any member of the Infront Group or any member of the WEH Group; or

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(iv)on or after the occurrence of a Qualifying IPO, incurred by any member of a New Business Group,

provided that, in each case under sub-paragraphs (i) to (iv) above, immediately after the incurrence of such Financial Indebtedness, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Financial Indebtedness is incurred is less than 4.8:1 (where the Relevant Period ends before the date falling 12 Month after the Utilisation Date) or 4.25:1 (where the Relevant Period ends on or after the date falling 12 Months after the Utilisation Date) on a pro forma basis.

Permitted Guarantee means:

(a)any guarantee or indemnity under the Finance Documents;

(b)any guarantee or indemnity granted by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group to a financial institution on that financial institution’s standard terms and conditions (or better) or under applicable law in respect of accounts and services;

(c)any guarantee granted by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group as required by a court, tribunal, arbitral body or agency in connection with arbitration and other legal proceedings not otherwise being an Event of Default;

(d)any indemnity given by the Borrower or a member of a New Business Group, in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

(e)any guarantee given by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group to a landlord in the ordinary course of business and any guarantee or counter indemnity in favour of a financial institution which has guaranteed rent obligations of such person in respect of real property in the ordinary course of business for such person;

(f)any customary guarantee or indemnity given by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group in a mandate, engagement or commitment letter in favour of a professional adviser, banker, consultant or service provider;

(g)any customary indemnity given by the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group in favour of a director or officer of that member of the Group in connection with the performance of his or her duties as such;

(h)any guarantee to which the Facility Agent (on the instructions of the Majority Lenders) has given prior written consent; or

(i)any guarantee which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement (other than a guarantee of Borrowings);

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(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement (other than a guarantee of Borrowings);

(iii)given by any member of the Infront Group or any member of the WEH Group; or

(iv)on or after the occurrence of a Qualifying IPO, given by any member of a New Business Group,

provided that, in each case under sub-paragraphs (i) to (iv) above, immediately after the giving of such guarantee, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such guarantee is given is less than 4.8:1 (where the Relevant Period ends before the date falling 12 Month after the Utilisation Date) or 4.25:1 (where the Relevant Period ends on or after the date falling 12 Months after the Utilisation Date) on a pro forma basis.

Permitted Payment means:

(a)a  Restricted Payment made by a member of the Group to any other member of the Group;

(b)the payment in whole or in part of the Subordinated Receivable under paragraph (e) of the definition of “Permitted Reorganisation” using the proceeds of the Loan provided that the payment is made when no Default is continuing or would occur immediately after the making of the payment;

(c)any loan or credit constituted by any cash credit balance at a bank or other financial institution;

(d)on or after the occurrence of a Qualifying IPO, any trade credit extended in the ordinary course of business and/or any advance payment made in the ordinary course of business of any member of a New Business Group;

(e)any Restricted Payment which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement to be made to any member of the Group; or

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement to be made to any member of the Group;

(f)any Restricted Payment to which the Facility Agent (on the instructions of the Majority Lenders) has given prior written consent; or

(g)any Restricted Payment where the Restricted Payment is made when no Default is continuing or would occur immediately after the declaration (in the case of a dividend distribution by the Borrower on or after the occurrence of the IPO Date) or making (in any other case) of the Restricted Payment and:

(i)the aggregate amount of the Restricted Payment and all other Restricted Payments made by the Borrower pursuant to this sub-paragraph (i) or sub-paragraph (ii) below (or under the corresponding provisions of the Senior 364-Day Term Loan Facility Agreement) since the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement) would not exceed 50 per cent. of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the Financial Quarter during which the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement) occurs to the end of the most recent Financial Quarter (for which financial statements are available) immediately prior to the date such Permitted Payment is made (or, in case such Consolidated Net Income shall be a deficit, minus 100 per cent. of such deficit); or

24

(ii)immediately after the making of the Restricted Payment, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Restricted Payment is made is less than 3.5:1 on a pro forma basis.

Permitted Reorganisation means the entry into the following transactions:

(a)the acquisition by the Borrower of approximately 94.30% of the entire issued share capital of Infront from Infront International Holdings AG, in exchange for the Borrower’s issuance of 92,216,208 Class B ordinary shares, representing approximately 100.00% of the then issued share capital of the Borrower, to Infront International Holdings AG;

(b)the acquisition by the Borrower of approximately (i) 5.70% of the entire issued share capital of Infront and (ii) any further shares of Infront from future capital increases out of existing conditional share capital, in each case from, the Subordinated Creditor, its affiliates and/or certain individual shareholders, in exchange for the Borrower’s issuance of 5,878,399 Class B ordinary shares, representing approximately 3.47% of the then issued share capital of the Borrower, to the Subordinated Creditor;

(c)Wanda Sports Co., Ltd. and its shareholders entering into variable interest entity contracts with Infront Sports Media (China) Co., Ltd. for consolidation of Wanda Sports Co., Ltd. into the Borrower, in exchange for the Borrower’s issuance of 32,346,028 Class B ordinary shares, representing approximately 19.10% of the then issued share capital of the Borrower, to the Subordinated Creditor;

(d)the acquisition by the Borrower of the entire issued share capital of Wanda Sports Holdings (USA) Inc. from the Subordinated Creditor in exchange for (i) the Borrower’s issuance of 38,890,537 Class B ordinary shares, representing approximately 22.97% of the then issued share capital of the Borrower, to the Subordinated Creditor and (ii) the Subordinated Receivable;

(e)the payment of the Subordinated Receivable; and

(f)the transfer of an aggregate of approximately 13.21% of the then issued share capital of the Borrower by the Subordinated Creditor to the co-investors in exchange for all shares of Wanda Sports & Media Co. Limited held by such co-investors, representing an aggregate of approximately 24.61% of the entire issued share capital of Wanda Sports & Media Co. Limited.

Permitted Security means:

(a)any Security or Quasi-Security arising by operation of law and in the ordinary course of trading and not arising as a result of any default or omission by any member of the Group;

(b)any Security or Quasi-Security granted to a financial institution on that financial institution’s standard terms and conditions (or better) or under applicable law in respect of accounts and services;

25

(c)on or after the occurrence of a Qualifying IPO, any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of a New Business Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of a New Business Group;

(d)any Security or Quasi-Security which constitutes a Permitted Disposal;

(e)any netting or set-off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(f)any set-off arrangements under Permitted Financial Indebtedness;

(g)any Security or Quasi-Security arising or constituted under a Finance Document;

(h)any Security over any rental deposits in respect of any property leased or licensed by the Borrower or any other member of the Group to secure rental payment obligations;

(i)on or after the occurrence of a Qualifying IPO, any Security over documents of title and goods, rights relating to those goods and ancillary assets (including insurance relating to such goods) granted by any member of a New Business Group as part of a documentary credit transaction;

(j)any Security or Quasi-Security over cash paid into an escrow or similar account in connection with a Permitted Disposal or a Permitted Acquisition including those in favour of any tax, customs or bonding authorities;

(k)on or after the occurrence of a Qualifying IPO, any cash collateral provided in respect of letters of credit or bank guarantees to the issuer of those letters of credit or bank guarantees (where such letters of credit or bank guarantees are issued for the benefit of any member of a New Business Group);

(l)deposits to secure the performance of bids, trade contracts, governmental contracts and leases (in each case other than Financial Indebtedness), statutory obligations, surety, stays, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) of the Borrower or any member of a New Business Group incurred in the ordinary course of business of that New Business Group;

(m)any Security or Quasi-Security to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent; or

(n)any Security or Quasi-Security which is:

(i)with respect to the Infront Group, expressly permitted under the Infront Facility Agreement;

(ii)with respect to the WEH Group, expressly permitted under the WEH Facility Agreement; or

(iii)granted by:

26

(A)the Borrower, an Infront Holding SPV Entity, a WEH Holding SPV Entity or a member of a New Business Group with respect to such Security or Quasi-Security which arises out of judgments or awards and/or the rules of any applicable court in respect of any litigation involving such persons;

(B)any member of the Infront Group or any member of the WEH Group; or

(C)on or after the occurrence of a Qualifying IPO, any member of a New Business Group,

provided that, in each case under sub-paragraphs (A) to (C) above, immediately after the incurrence of Financial Indebtedness which is secured by such Security or Quasi-Security, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such Financial Indebtedness is incurred is less than 4.8:1 (where the Relevant Period ends before the date falling 12 Month after the Utilisation Date) or 4.25:1 (where the Relevant Period ends on or after the date falling 12 Months after the Utilisation Date) on a pro forma basis.

Permitted Transaction means:

(a)the Permitted Reorganisation;

(b)all necessary steps required to complete the IPO;

(c)any other transaction to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent to constitute a Permitted Transaction; or

(d)the solvent liquidation, reorganisation, merger, demerger, amalgamation, consolidation or corporate reconstruction of any member of the Group (other than the Borrower), provided that immediately after the entry into such transaction, the Adjusted Leverage Ratio for the most recently ended Relevant Period immediately preceding the date on which such transaction is entered into is less than 4.8:1 (where the Relevant Period ends before the date falling 12 Month after the Utilisation Date) or 4.25:1 (where the Relevant Period ends on or after the date falling 12 Months after the Utilisation Date) on a pro forma basis.

PRC means the People’s Republic of China, but (solely for the purposes of the Finance Documents) excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

Pro Rata Share means, at any time:

(a)for the purpose of determining a Lender’s participation in the Utilisation, the proportion which its Commitment then bears to the Total Commitments;

(b)for the purpose of determining the sharing of any Equity Upside among the Eligible Lenders in connection with the repayment of any part of the Loan, the proportion which an Eligible Lender’s participation in the Loan that has been repaid (including any participation of that Eligible Lender which has been repaid at any time during the Eligible Period, if applicable) bears to the total amount of the Loan that has been repaid (including any amount of the Loan which has been repaid during the Eligible Period, if applicable); and

(c)for any other purpose:

(i)the proportion which a Lender’s participation in the Loan then bears to all the Loan;

27

(ii)if there is no Loan then outstanding, the proportion which its Commitments then bear to the Total Commitments; or

(iii)if there is no Loan then outstanding and the Total Commitments have been reduced to zero, the proportion which its Commitment bore to the Total Commitments immediately before the reduction,

and if the Effective Date has not yet occurred at such time, the Effective Date shall be deemed to have occurred solely for the purpose of determining a Lender’s Pro Rata Share at that time.

Purchase Agent has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Qualifying IPO means each of the following has occurred:

(a)the IPO has occurred; and

(b)the Loan has been prepaid in accordance with Clause 7.3 (IPO) in an amount equal to not less than the IPO Repayment Amount.

Quarter Date has the meaning given to that term in Clause 18.4 (Financial definitions).

Quasi-Security means:

(a)any arrangement or transaction under which the Borrower or any other member of the Group will sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or reacquired by the Borrower or any other member of the Group;

(b)any arrangement or transaction under which the Borrower or any other member of the Group will sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(c)any title retention arrangement;

(d)any arrangement under which money or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts; or

(e)any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising or assuring the payment of Financial Indebtedness or of financing the acquisition of an asset.

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

Relevant Period has the meaning given to that term in Clause 18.4 (Financial definitions).

Relevant Stock Exchange means, in respect of an initial public offering by the Borrower of Shares, the Approved Stock Exchange on which the Shares are listed or are to be listed.

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Repeating Representations means each of the representations set out in Clause 16 (Representations) other than:

(a)Clause 16.7 (Deduction of Tax);

(b)Clause 16.8 (No filing or stamp taxes);

(c)paragraph (a) of Clause 16.9 (No default);

(d)paragraphs (a) to (d) of Clause 16.10 (No misleading information);

(e)paragraphs (a) and (c) of Clause 16.11 (Financial statements);

(f)Clause 16.12 (Pari passu ranking);

(g)Clause 16.13 (No proceedings); and

(h)Clauses 16.15 (No debt) to 16.22 (Immunity) (other than paragraph (b) of Clause 16.17 (Ownership)).

Replaceable Lender means:

(a)a Defaulting Lender;

(b)an Increased Costs Lender;

(c)an Illegal Lender; or

(d)a Non-Consenting Lender.

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Restricted Payment with respect to any person means:

(a)the declaration or payment of any dividends or any other distributions of any sort in respect of its shares, stock or other equity interests or similar payment to the direct or indirect holders of its shares, stock or other equity interests;

(b)a payment by a person being the creditor in respect of Financial Indebtedness;

(c)the repayment of any Financial Indebtedness (including the Subordinated Receivable) by a person to any of its Affiliates; or

(d)the purchase, call for redemption, redemption or other acquisition or retirement for value by that person of any shares, stock or other equity interests of that person or any of its Subsidiaries;

Sanctions has the meaning given to that term in Clause 16.19 (Sanctions).

SEC means the US Securities and Exchange Commission.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Senior 364-Day Term Loan Facility Agreement means the US$400,000,000 senior 364-day term loan facility agreement dated on or about the date of this Agreement between the Parties.

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Shares means the ordinary shares in the capital of the Borrower and all other shares or stock (if any) of the Borrower from time to time and for the time being ranking pari passu with the ordinary shares.

Solicitation Day has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Solicitation Process has the meaning given to that term in Clause 23.1 (Permitted Debt Purchase Transactions).

Specified Time means a day or time determined in accordance with Schedule 9 (Timetables).

Subordinated Creditor means Wanda Sports & Media (Hong Kong) Holding Co. Limited 萬達體育傳媒(香港)控股有限公司, a limited liability company incorporated in Hong Kong with company number 2252412.

Subordinated Receivable means the receivable payable by the Borrower to the Subordinated Creditor in the amount of US$400,000,000.

Subordination Deed means the subordination deed dated on or about the date of this Agreement between the Borrower, the Facility Agent and the Subordinated Creditor in relation to the Facility.

Subsidiary means, in relation to any company or corporation, a company or corporation:

(a)which is controlled, directly or indirectly, by the first mentioned company or corporation;

(b)more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

Target Valuation means US$3,576,178,278.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Deduction has the meaning given to such term in Clause 11.1 (Tax definitions).

Test Date has the meaning given to that term in Clause 18.4 (Financial definitions).

Total Commitments means at any time the aggregate of the Commitments.

Total Net Debt has the meaning given to that term in Clause 18.4 (Financial definitions).

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

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Transfer Date means, in relation to an assignment or a transfer, the later of:

(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

US means the United States of America.

US Exchange Act means the US Securities Exchange Act of 1934.

Utilisation means the utilisation of the Facility.

Utilisation Date means the date of the Utilisation, being the date on which the Loan is to be made.

Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

Valuation means, on any day on or after the IPO Date, the Borrower’s enterprise value for that day calculated as the sum of the Borrower’s Equity Value and Total Net Debt (deducting any amount outstanding under the Subordinated Receivable as at the latest Quarter Date before that date and excluding paragraph (c) of the definition of “Total Net Debt” and if the day is the IPO Date, paragraph (d) of the definition of “Total Net Debt” takes into account the proceeds of the IPO primary offering on a pro forma basis) as at the latest Quarter Date before that date, where for the purposes of this definition, Equity Value means the offer price per Share of the most recent follow-on offering of Shares conducted by the Borrower, if applicable, or otherwise the offering price per Share for the IPO, multiplied by the total number of Shares on issue as at that day (taking into account the new primary Shares issued at the IPO if the day is the IPO Date) (as certified by the Borrower to the Calculation Agent in accordance with paragraph (a) of Clause 7.6 (Equity Upside).

Voting Participation means a Participation which includes a transfer of any voting rights, directly or indirectly, under, or in relation to, the Finance Documents (including arising as a result of being able to direct the way that another person exercises its voting rights).

Voting Stock means of the Borrower, as of any date, its issued share capital that is at the time entitled to vote in the election of the board of directors of the Borrower.

WEH means World Endurance Holdings, Inc.

WEH Facility Agreement means:

(a)the Existing WEH Facility Agreement, without taking into account any waiver in connection with, or any amendment or supplement to any representations, warranties, undertakings, financial covenants or events of default (howsoever described) which are adverse to the interests of the Lenders; and

(b)any refinancing of the Existing WEH Facility Agreement or any subsequent WEH Facility Agreement (each a Previous WEH Facility Agreement) where:

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(i)the proceeds of that refinancing discharge the Financial Indebtedness under the Previous WEH Facility Agreement in full;

(ii)the representations, warranties, undertakings, financial covenants and events of default (howsoever described) or any other provisions associated with them with respect to that refinancing are not any more adverse (or in the case of any refinancing of the Existing WEH Facility Agreement, materially adverse, and which have been certified by a director or chief financial officer of the Borrower as not more materially adverse) to the interests of the Lenders than under the Previous WEH Facility Agreement;

(iii)the Financial Indebtedness created as a result of that refinancing satisfies the condition referred to in sub-paragraph (f)(iii) of the definition of “Permitted Financial Indebtedness”); and

(iv)no creditor with respect to that refinancing is at any time a member of the Group or an Affiliate of the Borrower.

WEH Group means WEH and its Subsidiaries from time to time.

WEH Holding SPV Entity means any Holding SPV Entity that directly or indirectly owns any member of the WEH Group.

WEH Unrestricted Subsidiary means, at any time, a member of the WEH Group which is designated as an  Unrestricted Subsidiary (as defined in the WEH Facility Agreement) at that time.

1.2Construction

(a)Unless a contrary indication appears, any reference in this Agreement to:

(i)any Administrative Party, an Agent, the Arranger, any Finance Party, any Lender, any Obligor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)assets includes present and future properties, revenues and rights of every description;

(iii)control means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise;

(iv)a Finance Document or any other agreement or instrument (other than the Existing Infront Facility Agreement or the Existing WEH Facility Agreement) is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(v)including shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(vi)a group of Lenders includes all the Lenders;

(vii)indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

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(viii)a Lender’s participation in the Loan or Unpaid Sum includes an amount (in the currency of the Loan or Unpaid Sum) representing the fraction or portion (attributable to such Lender by virtue of the provisions of this Agreement) of the total amount of the Loan or Unpaid Sum and the Lender’s rights under this Agreement in respect thereof;

(ix)a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(x)a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xi)a provision of law is a reference to that provision as amended or re-enacted; and

(xii)a time of day is a reference to Hong Kong time.

(b)The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)Section, Clause and Schedule headings are for ease of reference only.

(d)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)A Default or an Event of Default is continuing if it has not been remedied or waived.

(f)Where this Agreement specifies an amount in a given currency (the specified currency) or its equivalent, the equivalent is a reference to the amount of any other currency which, when converted into the specified currency utilising the Facility Agent’s spot rate of exchange (or, if the Facility Agent does not have an available spot rate of exchange, any publicly available spot rate of exchange selected by the Facility Agent (acting reasonably)) for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

1.3Currency symbols and definitions

(a)US$, USD and US dollars denote the lawful currency of the United States of America.

(b)€, EUR and euro denote the single currency of the Participating Member States.

(c)HK$, HKD and HK dollars denote the lawful currency of Hong Kong.

1.4Third party rights

Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce or to enjoy the benefit of any term of this Agreement.

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1.5Effective Date

(a)Subject to paragraph (b) below but notwithstanding any other provision of this Agreement to the contrary, the provisions of this Agreement shall have no force and effect unless and until the Effective Date occurs.

(b)Paragraph (a) above shall not apply to the following provisions of this Agreement which shall take effect on the date of this Agreement:

(i)Clause 1 (Definitions and Interpretation);

(ii)Clause 2.3 (Finance Parties’ rights and obligations);

(iii)Clause 4 (Conditions of Utilisation);

(iv)Clause 5 (Utilisation) other than Clause 5.4 (Lenders’ participation);

(v)Clause 21 (Changes to the Lenders);

(vi)Clause 22 (Changes to the Borrower);

(vii)Clause 23 (Debt Purchase Transactions);

(viii)Clause 24 (Role of the Administrative Parties); and

(ix)Clauses 28 (Notices) to 36 (Enforcement).

1.6Conditions to Effective Date

(a)Subject to paragraph (c) below, the Effective Date shall not be taken to have occurred unless, no later than 15 Business Days before the Maturity Date (as defined in the Senior 364-Day Term Loan Facility Agreement, the Facility Agent has received from the Borrower, in form and substance satisfactory to the Facility Agent (acting on the instructions of all Lenders), either:

(i)evidence that the filing and/or registration requirement of the Facility with the NDRC in accordance with the NDRC Circular and any implementation rule or regulation in connection with the NDRC Circular has been duly completed; or

(ii)evidence that no such filing or registration of the Facility is required.

(b)The Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

(c)The Effective Date shall not occur if all amounts outstanding under the Senior 364-Day Term Loan Facility Agreement have been repaid in full prior to the date which would have been the Effective Date but for this paragraph (c).

(d)The Facility Agent shall deliver an Effective Date Notice to the Borrower and the Lenders as soon as reasonably practicable upon the Effective Date occurring.

(e)If the Facility has been filed with the NDRC in accordance with paragraph (a) above, the Borrower undertakes to:

(i)promptly, and in any event within ten Business Days after the Utilisation Date, file or cause to be filed with the NDRC the NDRC Post-utilisation Filing; and

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(ii)comply with all applicable PRC laws and regulations in connection with the Facility and promptly provide the Facility Agent with the evidence when the NDRC Post-utilisation Filing has been duly completed.

1.7Changes to the Lenders before the Effective Date

Notwithstanding any other provision of this Agreement to the contrary, each Party acknowledges and agrees that if there is any assignment or transfer in full or in part of any Lender’s rights or obligations under the Finance Documents (as defined in the Senior 364-Day Term Loan Facility Agreement) before the Effective Date (including pursuant to clause 21 (Changes to the Lenders) or clause 23 (Debt Purchase Transactions) under the Senior 364-Day Term Loan Facility Agreement), such Lender and the Facility Agent shall (and such Lender shall procure the relevant assignee or transferee shall), at the same time, do all things and sign all documents required to give effect to an assignment or transfer of the same portion of such Lender’s rights or obligations under the Finance Documents.

1.8Changes to the Commitments before the Effective Date

Notwithstanding any other provision of this Agreement to the contrary, each Party acknowledges and agrees that to the extent there is any repayment or prepayment of the Loan (as defined in the Senior 364-Day Term Loan Facility Agreement), or cancellation of the whole or any part of, or increase in, any Commitment (as defined in the Senior 364-Day Term Loan Facility Agreement) before the Effective Date, there shall be, at the same time, a corresponding reduction, cancellation or increase in the Commitments of the Lenders under the Facility and each Lender and the Facility Agent agree to do all things and sign all documents required to give effect to such reduction, cancellation or increase.

2.THE FACILITY

2.1The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a US dollar senior forward start term loan facility in an aggregate amount equal to the Total Commitments.

2.2Increase

(a)The Borrower may by giving not less than five Business Days’ (or such shorter period as the Facility Agent and the Borrower may agree) prior notice to the Facility Agent after the effective date of a cancellation of the Commitment of an Illegal Lender in accordance with Clause 7.1 (Illegality) or Replaceable Lender in accordance with paragraph (a) of Clause 7.5 (Replaceable Lender) (such Commitment so cancelled being the Cancelled Commitment) request that the Total Commitments be increased (and the Commitments under the Facility shall be so increased) by an aggregate amount in US dollars of up to the amount of the Cancelled Commitment as follows:

(i)such increased Commitments under the Facility will be assumed by one or more Lenders or persons (each an Increase Lender) selected by the Borrower each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of such increased Commitments under the Facility which it is to assume (the Assumed Commitment of such Increase Lender), as if it had been an Original Lender;

(ii)each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had that Increase Lender been an Original Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement);

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(iii)each Increase Lender shall become a Party as a Lender and any Increase Lender (with the Assumed Commitment in respect of such Increase Lender, in addition to any other Commitment which such Increase Lender may otherwise have in accordance with this Agreement) and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iv)the Commitments of the other Lenders shall continue in full force and effect; and

(v)such increase in the Commitments under the Facility shall take effect on the later of:

(A)the date specified by the Borrower in the notice referred to above; or

(B)any later date on which the conditions set out in paragraph (b) below are satisfied in respect of such increase.

(b)An increase in the Commitments under the Facility pursuant to this Clause 2.2 will only be effective on:

(i)the execution by the Facility Agent of an Increase Confirmation from each relevant Increase Lender in respect of such increase which the Facility Agent shall execute as soon as reasonably practicable on request; and

(ii)in relation to an Increase Lender which is not a Lender immediately prior to that increase, each of the Facility Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the applicable Assumed Commitment by that Increase Lender. The Facility Agent shall as soon as reasonably practicable notify the Borrower and that Increase Lender upon being so satisfied.

(c)Each Increase Lender, by executing an Increase Confirmation, confirms that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase in Commitments (to which such Increase Confirmation relates) becomes effective.

(d)The Borrower shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(e)The Borrower may pay to an Increase Lender a fee in the amount and at the times agreed between the Borrower and that Increase Lender in a Fee Letter.

(f)Clause 21.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase in Commitments;

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(ii)the “New Lender” were references to that “Increase Lender”; and

(iii)a “re-transfer” and “re-assignment” were references to, respectively, a “transfer” and “assignment”.

2.3Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.  The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to an Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3.PURPOSE

3.1Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards repayment of the principal amount outstanding under the Senior 364-Day Term Loan Facility Agreement.

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.CONDITIONS OF UTILISATION

4.1Initial conditions precedent

(a)The Borrower may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).  The Facility Agent shall notify the Borrower and the Lenders as soon as reasonably practicable upon being so satisfied.

(b)Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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4.2Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)no Event of Default (as defined in the Senior 364-Day Term Loan Facility Agreement) has occurred in respect of which any step or action has been taken under clause 20.13 (Acceleration) of the Senior 364-Day Term Loan Facility Agreement; and

(b)simultaneously with the making of the Loan, the principal amount outstanding under the Senior 364-Day Term Loan Facility Agreement will be repaid in full.

4.3Single Utilisation

The Borrower may deliver only one Utilisation Request in respect of the Loan.

5.UTILISATION

5.1Delivery of the Utilisation Request

Subject to the satisfaction of the conditions described in Clause 1.6 (Conditions to Effective Date) and the conditions precedent described in Clause 4 (Conditions of Utilisation), the Borrower may utilise the Facility by delivery to the Facility Agent of the duly completed Utilisation Request not later than the Specified Time (or such other time as the Facility Agent may agree).

5.2Completion of the Utilisation Request

(a)The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)the proposed Utilisation Date is the Effective Date; and

(ii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).

(b)Only one Loan may be requested in the Utilisation Request.

5.3Currency and amount

(a)The currency specified in the Utilisation Request must be US dollars.

(b)The amount of the proposed Loan must be equal to the Total Commitments.

5.4Lenders’ participation

(a)If the conditions set out in Clause 4 (Conditions of Utilisation) and Clauses 5.1 (Delivery of the Utilisation Request) to 5.3 (Currency and amount) have been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

(b)The amount of each Lender’s participation in the Loan will be its Pro Rata Share immediately prior to making the Loan.

(c)The Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

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5.5Cancellation of Commitments

The Commitments which, at that time, are unutilised shall be immediately cancelled at 5 p.m. on the Effective Date.

5.6Cashless rollover

Notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of the Loan on the Utilisation Date shall be treated as if applied in or towards repayment of the principal amount outstanding under the Senior 364-Day Term Loan Facility Agreement so that:

(a)each Lender’s participation in the Loan shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation under the Senior 364-Day Term Loan Facility Agreement; and

(b)that Lender will not be required to make a payment under Clause 26.1 (Payments to the Facility Agent) in respect of its participation  in the Loan.

6.REPAYMENT

6.1Repayment of the Loan

The Borrower shall repay the Loan in full on the Maturity Date.

6.2Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7.PREPAYMENT AND CANCELLATION

7.1Illegality

If, at any time, it is or will become unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:

(a)that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b)upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled, provided that the Total Commitments may (at the Borrower’s option) simultaneously with or subsequent to such cancellation be increased in accordance with Clause 2.2 (Increase); and

(c)to the extent that the Lender’s participation in any Loan has not been transferred pursuant to Clause 7.5 (Replaceable Lender), the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation repaid.

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7.2Change of control

(a)Upon the occurrence of a Change of Control Event, the Borrower shall promptly notify the Facility Agent (such notification being a CoC Notice).

(b)The Facility Agent shall, as soon as reasonably practicable following its receipt of a CoC Notice, notify the Lenders of the receipt of such CoC Notice and circulate a copy of the same to the Lenders.

(c)If a Change of Control Event occurs or a CoC Notice has been delivered by the Borrower to the Facility Agent, each Lender may by notice to the Borrower (with a copy to the Facility Agent) (a CoC Lender Election Notice) cancel the Commitment of such Lender in accordance with paragraph (iii) below and require such Lender’s participation in the outstanding Utilisation to be prepaid, together with accrued interest thereon and all other amounts (including any Equity Upside) due and payable to such Lender under the Finance Documents on or prior to the date falling ten Business Days after the date of such CoC Lender Election Notice, provided that:

(i)such CoC Lender Election Notice is given to the Borrower no later than the date falling ten Business Days after the date on which the CoC Notice in respect of such Change of Control Event is given by the Borrower to the Facility Agent;

(ii)such CoC Lender Election Notice may be given irrespective of whether a CoC Notice in respect of such Change of Control Event has been given by the Borrower;

(iii)if a CoC Lender Election Notice is delivered by a Lender in accordance with the foregoing:

(A)notwithstanding Clause 5.4 (Lenders’ participation), such Lender shall not be obliged to make any participation in the Utilisation if the Utilisation Date is after the date of such CoC Lender Election Notice and its Commitment shall be deemed to be zero for the purposes of such Utilisation; and

(B)the Commitment of that Lender will be cancelled and reduced to zero upon the date of delivery of such CoC Lender Election Notice.

7.3IPO

If an IPO occurs, then:

(a)if the IPO occurs before the Utilisation Date, any undrawn amount of the Total Commitments will be immediately cancelled;

(b)the Borrower must certify to the Calculation Agent the amount of the IPO Net Proceeds within ten Business Days of the IPO Date; and

(c)the Borrower must apply an amount which is not less than the IPO Repayment Amount towards repayment of the Loan no later than the date falling 15 Business Days after the IPO Date.

7.4Voluntary prepayment

The Borrower may, if it gives the Facility Agent not less than ten Business Days’ (or such shorter period to coincide with any date for repayment under paragraph (c) of Clause 7.3 (IPO) or otherwise as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$5,000,000).

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7.5Replaceable Lender

(a)If at any time any Lender is or becomes a Replaceable Lender, then the Borrower may at any time whilst that Lender continues to be a Replaceable Lender, either:

(i)give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the prepayment of that Lender’s participation in the Loan; or

(ii)give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b)On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall prepay (or procure the prepayment of) that Lender’s participation in the Loan.

(d)If at any time any Lender is or becomes a Replaceable Lender, then the Borrower may at any time whilst that Lender continues to be a Replaceable Lender, on not less than ten Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loan and all accrued interest and other amounts (including any Equity Upside) payable in relation thereto under the Finance Documents.

(e)The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i)the Borrower shall have no right to replace the Facility Agent;

(ii)neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;

(iii)in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.

(f)A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrower when it is satisfied that it has completed those checks.

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7.6Equity Upside

With respect to each repayment or prepayment of the whole or any part of the Loan occurring on or after the IPO Date or any follow-on offering of Shares conducted by the Borrower:

(a)the Borrower must certify to the Facility Agent and the Calculation Agent the Valuation within ten Business Days of the IPO Date or the date of any follow-on offering of Shares conducted by the Borrower; and

(b)the Borrower must pay to the Facility Agent for the account of the Eligible Lenders (in proportion to their Pro Rata Shares) an Equity Upside no later than the date falling 15 Business Days after the IPO Date or the date of any follow-on offering of Shares conducted by the Borrower.

7.7Maximum payment

If the payment of an Equity Upside by the Borrower would be prohibited under any law or regulation, or would render the payment unenforceable or give rise a presumption that it is unenforceable (each an Event), then the Borrower must pay the maximum amount of that Equity Upside which it can pay without causing an Event, and must pay the balance of that Equity Upside into an account of the Borrower designated for this purpose by the Facility Agent and such amount shall be released to the Lenders upon its direction when the Event would cease to occur by this further payment.  Interest will not accrue for the amount held in such account.

7.8Restrictions

(a)Any notice of prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment is to be made and the amount of that prepayment.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and all other amounts accrued and unpaid or outstanding under the Finance Documents including any Equity Upside, but without any other premium or penalty.

(c)The Borrower may not reborrow any part of the Facility which is prepaid.

(d)The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)If the Facility Agent receives a notice under this Clause 7 it shall as soon as reasonably practicable forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

(g)If all or part of any Lender’s participation in the Loan is repaid or prepaid an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

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7.9Application of prepayments

Any prepayment of the Loan (other than a repayment pursuant to Clause 7.1 (Illegality), Clause 7.2 (Change of control) or Clause 7.5 (Replaceable Lender)) shall be applied in proportion to each Lender’s Pro Rata Share.

8.INTEREST

8.1Calculation of interest

The rate of interest on the Loan for each Interest Period is the Interest Rate.

8.2Payment of interest

The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

8.3Default interest

(a)If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably).  Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Facility Agent.

(b)Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

9.INTEREST PERIODS

9.1Interest Periods

(a)The Interest Period of the Loan will be six Months.

(b)Each Interest Period for the Loan shall start on the Utilisation Date or (if the Loan has already been made) on the last day of the preceding Interest Period of the Loan.

9.2Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.FEES

10.1Agency fees

The Borrower shall pay to each Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

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11.TAX GROSS-UP AND INDEMNITIES

11.1Tax definitions

(a)In this Clause 11:

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

Tax Payment means an increased payment made by an Obligor to a Finance Party under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity).

(b)Unless a contrary indication appears, in this Clause 11 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

11.2Tax gross-up

(a)All payments to be made by the Borrower to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b)The Borrower shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender.  If the Facility Agent receives such notification from a Lender it shall notify the Borrower.

(c)If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d)Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

11.3Tax indemnity

(a)Without prejudice to Clause 11.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within three Business Days of demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 11.3 shall not apply to:

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(i)any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which such Finance Party is incorporated;

(ii)any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by such Finance Party (but, for the avoidance of doubt, not including any sum deemed for the purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located;

(iii)to the extent a cost, loss or liability is compensated for by an increased payment under Clause 11.2 (Tax gross-up); or

(iv)a FATCA Deduction required to be made by a Party.

(b)A Finance Party intending to make a claim under paragraph (a) above shall notify the Facility Agent of the event giving rise to the claim, whereupon the Facility Agent shall notify the Borrower thereof.

(c)A Finance Party shall, on receiving a payment from the Borrower under this Clause 11.3, notify the Facility Agent.

11.4Tax credit

If the Borrower makes a Tax Payment and the Finance Party (to which such Tax Payment relates) determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and retained that Tax Credit,

then that Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

11.5Stamp taxes

The Borrower shall:

(a)pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document; and

(b)within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document (except in the case of any assignment or transfer pursuant to Clause 21 (Changes to the Lenders)).

11.6Indirect tax

(a)All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party shall be deemed to be exclusive of any Indirect Tax.  If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

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(b)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

11.7FATCA information

(a)Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b)If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

11.8FATCA Deduction

(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

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(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

12.INCREASED COSTS

12.1Increased costs

(a)Subject to Clause 12.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation, in each case, made after the Effective Date.  The terms law and regulation in this paragraph (a) shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax made after the Effective Date.

(b)In this Agreement:

Basel II means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Effective Date (but excluding any amendment arising out of Basel III).

Basel III means:

(i)the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(ii)the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii)any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Increased Costs means:

(i)a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to the undertaking, funding or performance by such Finance Party of any of its obligations under any Finance Document or any participation of such Finance Party in the Loan or Unpaid Sum.

12.2Increased cost claims

(a)A Finance Party (other than the Facility Agent) intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)Each Finance Party (other than the Facility Agent) shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

12.3Exceptions

Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)attributable to a Tax Deduction required by law to be made by an Obligor;

(b)attributable to a FATCA Deduction required to be made by a Party;

(c)compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (a) of Clause 11.3 (Tax indemnity) applied);

(d)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(e)attributable to the implementation or application of or compliance with Basel II or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

(f)attributable to the implementation or application of or compliance with Basel III or any other law or regulation which implements Basel III, whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates (unless that Increased Cost is incurred as a result of any amendment or change in (i) Basel III or (ii) any other law or regulation which implements Basel III (including in its interpretation, administration or application and whether pursuant to publications of any further guidance or standards referred to in paragraph (iii) of the definition of Basel III or otherwise), which amendment or change is (in each case) made after the date on which the relevant Finance Party became a Party); or

(g)attributable to compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or regulation made under, or connected with, that Act (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

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13.MITIGATION BY THE LENDERS

13.1Mitigation

(a)Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs), including in relation to any circumstances which arise following the Effective Date, transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

13.2Limitation of liability

(a)The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 13.1 (Mitigation).

(b)A Finance Party is not obliged to take any steps under Clause 13.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

13.3Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

14.OTHER INDEMNITIES

14.1Currency indemnity

(a)If any sum due from the Borrower under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i)making or filing a claim or proof against the Borrower; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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(b)The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2Other indemnities

The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a)the occurrence of any Event of Default;

(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date or in the relevant currency, including any cost, loss or liability arising as a result of Clause 25 (Sharing among the Finance Parties);

(c)funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction); or

(d)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3Indemnity to the Agents

The Borrower shall promptly indemnify each Agent against any cost, loss or liability incurred by that Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default;

(b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

15.COSTS AND EXPENSES

15.1Amendment costs

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three Business Days of demand, reimburse each Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by that Agent in responding to, evaluating, negotiating or complying with that request or requirement.

15.2Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

16.REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 16 to each Finance Party.

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16.1Status

(a)It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)It has the power to own its assets and carry on its business as it is being conducted.

16.2Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding and enforceable obligations.

16.3Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a)any law or regulation applicable to it in any material respect;

(b)its constitutional documents or any of its Subsidiaries’ constitutional documents in any material respect;

(c)the BOC Facility Agreement or any other “Finance Document” (as defined in the BOC Facility Agreement); or

(d)any other agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets which has or is reasonably likely to have a Material Adverse Effect.

16.4Power and authority

It has (or will have by the time of execution of the relevant Finance Document) the power to enter into, perform and deliver, and has taken (or will have taken prior to the time of execution) all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

16.5Validity and admissibility in evidence

All Authorisations required:

(a)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b)to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

(c)for it and its Subsidiaries to carry on their business, and which are material,

have been obtained or effected and are in full force and effect, subject to the Legal Reservations.

16.6Governing law and enforcement

(a)Subject to the Legal Reservations, the choice of Hong Kong law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

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(b)Subject to the Legal Reservations, any judgment or arbitral award obtained in Hong Kong from any court or arbitral tribunal to whose jurisdiction it submits from time to time in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

16.7Deduction of Tax

It is not required under the law applicable where it is incorporated or resident or at the address specified in this Agreement to make any Tax Deduction from any payment it may make under any Finance Document.

16.8No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

16.9No default

(a)No Event of Default is continuing or would reasonably be expected to result from the making of the Utilisation.

(b)No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

16.10No misleading information

Except as disclosed to the Facility Agent in writing prior to the date of this Agreement:

(a)all written factual information (other than information of a general economic nature) contained in, or provided by or on behalf of any Obligor or any Affiliate of any Obligor (or any of their respective advisers and/or representatives) for the purposes of, the Information Package was, taken as a whole, true and accurate in all material respects;

(b)the expressions of opinions and/or intention provided in the Information Package were arrived at after careful consideration and were based on reasonable grounds at the time of being made (provided that nothing in this paragraph (b) shall require any Obligor to review or make any enquiry in relation to matters within the technical or professional expertise of any adviser preparing any report or any other technical expert or professional);

(c)any financial projections or forecasts contained in the Information Package (the Projections) have been prepared on the basis of historical financial information and in good faith on the basis of assumptions believed by the Borrower to be reasonable (as at the time of preparation), it being understood that the Projections are subject to significant uncertainties and contingencies many of which are beyond the control of the Borrower and that no assurances can be given that the Projections will be realised;

(d)no event or circumstance has occurred or arisen and no information has been withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package (when taken as a whole) being untrue or misleading in any material respect as at its stated date (or, if none, as at the date on which it is provided to the Finance Parties); and

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(e)all other written information (including information provided through electronic communications) relating or supplemental to the Information Package supplied by or on behalf of any Obligor or any Affiliate of any Obligor (or any of their respective advisers and/or representatives) to any Finance Party (or any advisers or representatives thereof) is true, accurate and is, taken as a whole, not misleading in any material respect as at the date it was given.

16.11Financial statements

(a)Its financial statements most recently supplied to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(b)Its financial statements most recently supplied to the Facility Agent (which, at the date of this Agreement, are the Original Financial Statements) give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition and operations for the period to which they relate, save to the extent expressly disclosed in such financial statements.

(c)There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) since 30 September 2018.

16.12Pari passu ranking

Subject to the Legal Reservations, its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

16.13No proceedings

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including any arising from or relating to any Environmental Law) which, if adversely determined, has or is reasonably likely to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

16.14No breach of laws

(a)It has not and none of its Subsidiaries have breached any law or regulation (including any Environmental Laws) where such breach has or is reasonably likely to have a Material Adverse Effect.

(b)It has not breached any laws or regulations with respect to market abuse, insider dealing, market manipulation and/or disclosure of interests in or relating to the Shares after an IPO and is not otherwise in possession of any inside information or other material non-public information in relation to it and/or the Shares and has not used any such information in breach of any laws or regulations.

16.15No debt

As at the Effective Date and the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement), neither it nor any of its Subsidiaries had any Financial Indebtedness other than under the Finance Documents, the Existing Infront Facility Agreement or the Existing WEH Facility Agreement or any other Permitted Financial Indebtedness.

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16.16No Security

As at the Effective Date and the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement), neither it nor any of its Subsidiaries had created or permitted any Security or Quasi-Security over any of its assets other than in connection with the Existing Infront Facility Agreement or the Existing WEH Facility Agreement or any other Permitted Security.

16.17Ownership

(a)As at the Effective Date and the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement), 100 per cent. (as may be reduced before the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement) as a result of the share swap with certain co-investors in accordance with the Permitted Reorganisation) of its issued share capital was legally and beneficially, directly or indirectly, owned and controlled by the Parent.

(b)It has a paid up share capital of not less than HK$1,000,000.

16.18Group Structure Chart

As at the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement), the Group Structure Chart delivered to the Facility Agent pursuant to Schedule 2 (Conditions Precedent) was true, complete and accurate in all material respects.

16.19Sanctions

(a)None of, any member of the Group, any director, officer or employee of it or any member of the Group, or to its knowledge, any agent, affiliate or representative of it or any member of the Group, is a person that is, or is owned or controlled by a person that is:

(i)the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or other relevant sanctions authority (collectively, Sanctions), or

(ii)located, organised or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

(b)It has not, directly or indirectly, used the proceeds of the Loan, or lent, contributed or otherwise made available such proceeds to any person:

(i)to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(ii)in any other manner that will result in a violation of Sanctions by any person (including any person participating in the Loan, whether as underwriter, advisor, lender, investor or otherwise).

(c)For the past five years, neither it nor any member of the Group has knowingly engaged in, is now knowingly engaged in, or will engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was in violation of Sanctions.

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(d)It and each member of the Group has instituted and maintained, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Sanctions and with the representation and warranty contained in this Clause 16.19.

16.20Anti-money laundering

(a)The operations of it and each member of the Group, and those of its and their directors, officers, employees, and to its knowledge, any of the agents, affiliates or representatives of it or any member of the Group are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements and the applicable anti-money laundering statutes of jurisdictions where it conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws).

(b)No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any member of the Group with respect to the Anti-Money Laundering Laws is pending or, to its best knowledge, threatened.

(c)It and each member of the Group has instituted and maintained, and will continue to maintain, policies and procedures designed to promote and achieve compliance with Anti-Money Laundering Laws and with the representation and warranty contained in this Clause 16.20.

16.21Anti-corruption

(a)None of it, any member of the Group, any director, officer or employee of it or any member of the Group, or to its knowledge, any agent, affiliate or representative of it or any member of the Group, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage.

(b)It and each member of the Group has conducted its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and the applicable anti-corruption statutes of jurisdictions where it conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the Anti-Corruption Laws).

(c)It and each member of the Group has instituted and maintained, and will continue to maintain, policies and procedures designed to promote and achieve compliance with the Anti-Corruption Laws and with the representation and warranty contained in this Clause 16.21.

(d)It has not, directly or indirectly, used the proceeds of the Loan, or lent, contributed or otherwise made available such proceeds to any person for the purpose of financing or facilitating any activity that would violate any Anti-Corruption Laws.

16.22Immunity

(a)The entry into by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes.

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(b)It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Finance Document.

16.23Repetition

(a)Each representation and warranty set out in Clause 16.1 (Status) to 16.6 (Governing law and enforcement) (other than paragraph (c) of Clause 16.5 (Validity and admissibility in evidence)) and Clause 16.22 (Immunity) is made by the Borrower on the date of this Agreement and is deemed to be made by the Borrower on the date of the Utilisation Request by reference to the facts and circumstances then existing.

(b)Each representation and warranty set out in this Clause 16 (Representations) which is not referred to in paragraph (a) above is made by the Borrower on the Effective Date by reference to the facts and circumstances then existing.

(c)The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the first day of each Interest Period.

17.INFORMATION UNDERTAKINGS

The undertakings in this Clause 17 remain in force from the Effective Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

17.1Financial statements

(a)Prior to the occurrence of the IPO Date, the Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

(i)as soon as the same become available, but in any event within 120 days after the end of each of its Financial Years, its audited consolidated financial statements for that Financial Year; and

(ii)as soon as the same become available, but in any event within 60 days after the end of each Financial Quarter of each of its Financial Years its unaudited consolidated financial statements for that Financial Quarter, or if the Borrower discloses its financial information on a semi-annual basis as required by US securities laws and exchange rules, after the end of each semi-annual period, its unaudited consolidated financial statements for that semi-annual period.

(b)From (and including) the IPO Date, the Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders each financial statement required (or would have been required if the Borrower was subject to the reporting requirements of Section 13(a) or 15(d) of the US Exchange Act) to be submitted by the Borrower as a foreign private issuer to the SEC promptly following the date on which such financial statement is first published on EDGAR or any website maintained by or on behalf of the Borrower (but in any event by no later than five Business Days after the date by which such financial statement is required (or would have been required if the Borrower was subject to the reporting requirements of Section 13(a) or 15(d) of the US Exchange Act) to be published on EDGAR or any website maintained by or on behalf of the Borrower by any applicable law or regulation, the SEC or rules of the Relevant Stock Exchange).

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(c)In lieu of delivery of a paper counterpart of any financial statement required to be delivered to the Facility Agent pursuant to this Clause 17.1, to the extent such financial statement has been published on EDGAR and/or on its website, the Borrower may send to the Facility Agent notice that such financial statement is available on EDGAR or its website and delivery of such notice shall satisfy the relevant obligation of the Borrower under this Clause 17.1 to deliver such financial statement; provided, however, that if the Facility Agent is unable to access EDGAR or the Borrower’s website, the Borrower agrees to provide the Facility Agent with paper copies of the relevant financial statement promptly following notice from the Facility Agent.

17.2Compliance Certificate

The Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant to Clause 17.1 (Financial statements), a Compliance Certificate, with such Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 18 (Financial Covenants) as at the date as at which those financial statements were drawn up.

17.3Requirements as to financial statements

(a)Each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) must give a true and fair view of (in the case of any such financial statements which are audited) or fairly represent (in the case of any such financial statements which are unaudited) the financial condition of the relevant person as at the date as at which those financial statements were drawn up.

(b)The Borrower shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP.

17.4Group Structure Chart

Following completion of the Permitted Reorganisation, the Borrower must promptly deliver to the Facility Agent an updated Group Structure Chart.

17.5Listing

(a)The Borrower must notify the Facility Agent in writing:

(i)promptly upon the passing of any board approval of the Borrower approving the IPO;

(ii)promptly upon the Borrower entering into any arrangement or understanding with any prospective underwriter in connection with the IPO; and

(iii)within ten Business Days after the public filing of the registration statement with the SEC under the applicable securities laws and regulations in connection with the IPO.

(b)The Borrower must give prior notification to the Facility Agent of the proposed IPO Date promptly upon such date having been determined.

(c)The Borrower must notify the Facility Agent and the Calculation Agent the IPO price for Shares promptly upon the IPO occurring and the offer price for Shares promptly upon any follow-on offering of Shares occurring.

17.6Provision of non-public information

Notwithstanding any other provision of any Finance Document, on and from the IPO Date, the Borrower shall not provide to any Finance Party any material non-public information in relation to it and/or the Shares. If any notice or communication is required to be delivered or made by the Borrower under this Agreement that would include or would itself constitute or material non-public information in relation to it and/or the Shares, the Borrower must:

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(a)to the extent possible make such notice or communication without inclusion of the relevant information; and

(b)before the required time by which such notice or communication is required to be delivered, contact the Facility Agent to discuss whether and on what terms such information may be provided (at the determination of the Facility Agent based on counsel’s advice) to the Facility Agent.

17.7Information: miscellaneous

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Finance Parties, if the Facility Agent so requests):

(a)prior to the occurrence of the IPO Date, all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group or any Obligor and which might, if adversely determined, have a Material Adverse Effect;

(c)promptly, such further information regarding the financial condition, business and operations of any member of the Group or any Obligor as any Finance Party (through the Facility Agent) may reasonably request; and

(d)promptly, notice of any change in authorised signatories of the Borrower signed by a director or company secretary of the Borrower accompanied by specimen signatures of any new authorised signatories.

17.8Notification of default

(a)The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)Promptly on request by the Facility Agent, the Borrower must supply to the Facility Agent a certificate, signed by one of its directors on its behalf, certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

17.9Use of websites

(a)The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the Designated Website) if:

(i)the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

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(ii)both the Borrower and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Borrower and the Facility Agent.

(b)If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Facility Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Borrower shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it, unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(c)The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Facility Agent.

(d)The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i)the Designated Website cannot be accessed due to technical failure;

(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(e)If the Borrower notifies the Facility Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form.

(f)Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Borrower shall comply with any such request within ten Business Days.

17.10“Know your customer” checks

(a)The Borrower shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender (including for any Lender on behalf of any prospective new Lender)) in order for the Facility Agent, such Lender or any prospective new Lender to conduct all “know your customer” and other similar procedures that it is required to conduct.

(b)Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to conduct all “know your customer” and other similar procedures that it is required to conduct.

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18.FINANCIAL COVENANTS

18.1Financial condition

The Borrower shall ensure that, subject to Clause 18.3 (Equity cure), the Adjusted Leverage Ratio on each Test Date in respect of the Relevant Period ending on that Test Date shall not exceed 6.0:1.

18.2Financial testing

(a)The Adjusted Leverage Ratio shall be tested by reference to the quarterly (and if applicable, semi-annual) financial statements of the Borrower delivered pursuant to Clause 17.1 (Financial statements) and Compliance Certificates delivered pursuant to Clause 17.2 (Compliance Certificate) in respect of the Relevant Period.

(b)Prior to the delivery of the relevant financial statements for the First Test Date, and for the purpose of calculating the Adjusted Leverage Ratio to determine whether any particular leverage ratio based action is permitted in accordance with the terms of this Agreement, the Adjusted Leverage Ratio shall be calculated by reference to the Original Financial Statements, unless more recent audited consolidated financial statements are available, in which case, that set of financial statement shall be used to calculate the Adjusted Leverage Ratio when determining whether any leverage ratio based action is permitted.

(c)To the extent the Adjusted Leverage Ratio is used as the basis (in whole or part) for determining whether any transaction or activity is permitted or making any determination under any Finance Document (including on a pro forma basis) at any time after a Test Date, Total Net Debt as at such Test Date shall (for the purposes of such determination only) be deemed to have been reduced to take into account any repayment of Financial Indebtedness of any member of the Group made after such Test Date but on or before the date of such determination (as if such repayment were made on such Test Date) and shall be deemed to have been increased to take into account any incurrence or assumption of Financial Indebtedness by any member of the Group after such Test Date but on or before the date of such determination (as if such incurrence or assumption were made on such Test Date), and the Adjusted Leverage Ratio as at such Test Date or for the Relevant Period ending on such Test Date shall, for the purposes of such determination, be determined accordingly.

(d)If any operating lease is, from time to time, required to be treated as a Finance Lease, it shall be treated for the purposes of calculating the Adjusted Leverage Ratio in accordance with GAAP as applied in the preparation of the Original Financial Statements.

(e)For the purpose of calculating the Adjusted Leverage Ratio, no item shall be included or excluded or otherwise taken into account more than once in any calculation.

(f)For the purposes of calculating the Adjusted Leverage Ratio in respect of any period, where an amount is not denominated in euro, that amount shall be converted into euro consistent with the exchange rate methodology applied in the financial statements delivered pursuant to Clause 17.1 (Financial statements) and if hedging has been entered into, then:

(i)(in the case of balance sheet items or items required to be determined as at the last day of such period) at the exchange rate(s) as used in respect of such balance sheet item or items in the preparation of the applicable financial statements (relevant to the period ending on the last day of such first mentioned period) or, to the extent that the applicable member of the Group has entered into any hedging to hedge currency exposure in respect of such item or items, at such hedged rate; or

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(ii)(in the case of profit and loss account items or items required to be determined over the course of such period) at the exchange rate used in respect of such profit and loss account item or items required to be determined over the course of such period in the preparation of the applicable financial statements (relevant to such period) or, to the extent that the applicable member of the Group has entered into any hedging to hedge currency exposure in respect of such item or items, at such hedged rate.

18.3Equity cure

(a)In the event that in respect of a Relevant Period, Clause 18.1 (Financial condition) would not be complied with, the Borrower has a right to effect an equity cure by procuring the injection of cash in an amount sufficient to cure the non-compliance with Clause 18.1 (Financial condition) by an increase of the share capital, increase of capital reserves or granting of shareholder loans that are subordinated (in terms form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders)) to the rights and claims of the Finance Parties under the Finance Documents prior to the date falling ten Business Days after the due date for delivery of the Compliance Certificate that showed non-compliance with Clause 18.1 (Financial condition).

(b)Within ten Business Days after the completion of the injection, the Borrower shall deliver to Facility Agent a revised Compliance Certificate and revised unaudited consolidated financial statements (as at the date of the most recent Financial Quarter but taking into account the equity cure measures as if they had been effected on that date) showing that the non-compliance with Clause 18.1 (Financial condition) has been cured.

(c)The right to exercise such equity cure right shall not be exercised more than three times during the term of this Agreement.  Each exercise of the equivalent equity cure right under the Senior 364-Day Term Loan Facility Agreement shall reduce by one time the maximum number of times the equity cure right may be exercised under this paragraph (c).

(d)The proceeds from such injection of cash pursuant to paragraph (a) above shall be used to prepay the Loan in an amount sufficient to cure non-compliance with Clause 18.1 (Financial condition) in accordance with Clause 7.4 (Voluntary prepayment).

18.4Financial definitions

In this Clause 18:

Adjusted EBITDA means, in relation to a Relevant Period, EBITDA for that Relevant Period adjusted by:

(a)including the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) of a member of the Group (or attributable to a business or assets) acquired during the Relevant Period for that part of the Relevant Period prior to its becoming a member of the Group or (as the case may be) prior to the acquisition of the business or assets; and

(b)excluding the operating profit before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) attributable to any member of the Group (or to any business or assets) disposed of (and ceasing to be a member of the Group) during the Relevant Period for that part of the Relevant Period.

Adjusted Leverage Ratio means, in respect of any Relevant Period, the ratio of Total Net Debt on the last day of that Relevant Period to Adjusted EBITDA in respect of that Relevant Period.

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Borrowings means, at any time, the aggregate outstanding principal, capital or nominal amount of any Financial Indebtedness of any member of the Group excluding:

(a)indebtedness owed by one member of the Group to another member of the Group;

(b)all pension related liabilities; and

(c)the included value or amount of any Financial Indebtedness constituting any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account), or the amount of any liability in respect of any guarantee or indemnity for any such Financial Indebtedness.

Cash Equivalent Investments means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty.

EBITDA means, in respect of any Relevant Period, the consolidated operating profit of the Group (excluding the results from discontinued operations) (without double counting):

(a)before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments (including arrangement, underwriting, upfront and participation fees, agency fees and similar fees and costs) whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of the Relevant Period;

(b)before deducting any amount of Tax paid, payable or accruing for payment by any member of the Group during that Relevant Period;

(c)not including any accrued interest owing to any member of the Group;

(d)after adding back any amount attributable to the amortisation, depreciation or impairment of assets of members of the Group (and taking no account of the reversal of any previous impairment charge made in that Relevant Period);

(e)after adding back (to the extent otherwise deducted) any non-cash provision, charge, cost or expense in each case related to:

(i)any stock option incentive or management equity plan (including any termination thereof); or

(ii)any share, equity, phantom equity, warrant or option-based compensation of officers, directors or employees of members of the Group accrued during that Relevant Period;

(f)before taking into account any exception, one off, non-recurring or extraordinary items, including those arising on:

(i)any Restructuring Costs;

(ii)disposals, revaluations, write downs or impairment of assets; and

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(iii)disposals of assets associated with discontinued operations;

(g)before deducting any business acquisition costs;

(h)before taking into account:

(i)any unrealised gains or losses on any derivative instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); or

(ii)exchange rate gains or losses arising due to the re-translation of balance sheet items;

(i)before taking into account any income, service costs, expenses or charge (including any deemed finance charge) attributable to a pension or post-employment benefit scheme other than the current service costs attributable to that scheme;

(j)before taking into account and without any double counting any gains or losses arising on:

(i)disposals or write downs of non-current assets;

(ii)litigation settlements; or

(iii)Debt Purchase Transactions;

(k)before taking into account:

(i)any payments permitted to be paid to the Facility Agent, the Calculation Agent, or any agent or security agent in respect of any other Financial Indebtedness;

(ii)costs of any member of the Group which is a holding company with no operations, business, employees, assets or liabilities other than the holding of shares in and advance of shareholder loans to its Subsidiaries; and

(iii)any Permitted Payments,

in each case during that Relevant Period;

(l)after deducting (to the extent otherwise included) any other non-cash gain, and after adding back (to the extent otherwise deducted) any other non-cash expense (provided that, to the extent that any non-cash expense is added back in the calculation of EBITDA for any Relevant Period and such expense becomes a cash expense of a member of the Group or otherwise becomes payable in cash by a member of the Group in any subsequent Relevant Period, such expense shall be deducted in the calculation of EBITDA for such subsequent Relevant Period);

(m)after adding back (to the extent otherwise deducted) any expense in relation to amounts paid by any member of the Group in respect of the purchase of shares (or rights in respect of shares) in members of the Group from directors, officers or employees of the Group upon termination of the employment of such employees with the Group;

(n)after adding (to the extent not otherwise included) any amounts that are paid or accrued in favour of any member of the Group during that Relevant Period under any loss of profit, business interruption or equivalent insurance in respect of lost earnings (or its equivalent); and

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(o)before taking into account any gain or loss against book value arising on a disposal (other than in the ordinary course of trading) or from an upward or downward revaluation of any other asset,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

Financial Year means the annual accounting period of the Group ending on or about 31 December in each year.

First Test Date means 31 March 2020.

Quarter Date means each of 31 March, 30 June, 30 September and 31 December.

Relevant Period means each period of 12 months ending on a Test Date (falling on or before the Maturity Date) starting with the First Test Date.

Restructuring Costs means any cost and expense incurred in connection with the restructuring of the activities of an entity (including for the avoidance of doubt, all costs and expenses relating to employee relocation, retraining, redundancy, compliance costs and expenses, closure and make-good costs, refitting, refurbishment and rebranding costs, asset relocation costs not capitalised, consultants’ and recruitment fees, legal fees, compensation to departing management and head-count reduction, signing costs, retention or completion bonuses, asset write-downs, temporary costs associated with transactional services and costs of new personnel, reorganisation and other restructuring or cost-cutting measures, the integration, rationalisation, optimisation, reduction or elimination of product lines, assets or businesses, the consolidation, relocation, or closure of retail, administrative or production locations and other similar items (for the avoidance of doubt, excluding any related capital expenditure), curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), implementation of any enhanced accounting function and creation or reversal of any related provisions) and reversals of any provision for the cost of restructuring, certified by a director or chief financial officer of the person incurring the cost or expense as such.

Test Date means the date ending on the last day of each Financial Quarter.

Total Net Debt means at any time the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time:

(a)including current interest-bearing liabilities and non-current interest-bearing liabilities;

(b)excluding any such obligations to any other member of the Group;

(c)deducting any liabilities that may be subordinated to that of the Facility but only to the extent no interest, fees or any other amounts are due or payable to the creditor before the third anniversary of the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement); and

(d)deducting the aggregate amount of cash and Cash Equivalent Investments held by any member of the Group at such time,

and so that no amount shall be included or excluded more than once.

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19.GENERAL UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the Effective Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1Authorisations

The Borrower shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required to enable it to perform its obligations under the Finance Documents and (subject to the Legal Reservations) to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

19.2Compliance with laws

The Borrower shall comply in all respects with all laws and regulations (including Environmental Laws and those imposed by any Relevant Stock Exchange or any other relevant regulatory bodies) to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.

19.3Pari passu ranking

The Borrower shall ensure that its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.4Negative pledge

Except for any Permitted Security or any Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) create or allow to exist any Security or Quasi-Security on any of its assets.

19.5Disposals

Except for any Permitted Disposal, the Borrower may not (and shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

19.6Merger

Except for any Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction.

19.7Change of business

The Borrower must ensure that no substantial change is made to the general nature of its business or the business of the Group from that carried on at the date of this Agreement.

19.8Acquisitions

Except for any Permitted Acquisition or any Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) acquire any shares or securities or any company, business, undertaking or legal entity (or, in each case, any interest in any of them) or incorporate or establish any company, corporation, undertaking or legal entity or make any investment.

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19.9Guarantees

Except for a Permitted Guarantee or a Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee, indemnity or other assurance against loss in respect of any obligation of any person.

19.10Financial Indebtedness

Except for Permitted Financial Indebtedness or a Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will) incur or permit to exist any Financial Indebtedness.

19.11Arm’s length basis

(a)Except as permitted under paragraph (b) below, the Borrower may not (and shall ensure that no other member of the Group will) enter into any transaction with any person except on arm’s length terms or more favourable terms to any member of the Group.

(b)Paragraph (a) above does not apply to any transaction between members of the Group.

19.12Sanctions, anti-corruption, anti-money laundering

(a)The Borrower may not use any of the funds advanced under the Facility directly or indirectly for any purpose which would breach any applicable Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

(b)The Borrower must ensure that at all times it and each member of the Group complies with all the requirements under Clause 16.19 (Sanctions), Clause 16.20 (Anti-money laundering) and Clause 16.21 (Anti-corruption).

19.13IPO undertakings

The Borrower must:

(a)not make any offering of any of the Shares on any stock exchange other than an initial public offering by the Borrower of its Shares on an Approved Stock Exchange;

(b)promptly after the occurrence of the IPO, ensure that a portion of the IPO Net Proceeds in an amount not less than the IPO Repayment Amount is paid into a bank account of the Borrower held with the Account Bank and available to repay the Loan and other amounts under the Finance Documents in accordance with Clause 7.3 (IPO); and

(c)not, in connection with the IPO, make any disclosure relating to this Facility without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) with regard to how this Facility is described in the disclosure material.

19.14Limitation on Restricted Payment

Except for a Permitted Payment or a Permitted Transaction, the Borrower may not (and shall ensure that no other member of the Group will), directly or indirectly, make a Restricted Payment.

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20.EVENTS OF DEFAULT

Each of the events or circumstances set out in the following sub-clauses of this Clause 20 (other than Clause 20.13 (Acceleration)) is an Event of Default.

20.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless its failure to pay is caused by administrative or technical error or a Disruption Event and payment is made within three Business Days of its due date.

20.2Specific obligations

An Obligor fails to comply with any of its obligations under:

(a)paragraph (e)(i) of Clause 1.6 (Conditions to Effective Date);

(b)subject to Clause 18.3 (Equity cure), Clause 18 (Financial Covenants); or

(c)clause 5 (Liquidity) of the Keepwell Deed.

20.3Other obligations

(a)Any party to a Finance Document other than a Finance Party does not comply with any provision of that Finance Documents (other than those referred to in Clauses 20.1 (Non-payment) and 20.2 (Specific obligations)).

(b)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the earlier of the Facility Agent giving notice to the Borrower and the Borrower becoming aware of the failure to comply.

20.4Misrepresentation

(a)Any representation or statement made or deemed to be made by any party to a Finance Document other than a Finance Party in the Finance Documents or any other document delivered by or on behalf of such party under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b)No Event of Default under paragraph (a) above will occur if the circumstances giving rise to the representation or statement being incorrect or misleading in any material respect are capable of remedy and are remedied within 30 days of the earlier of the Facility Agent giving notice to the Borrower and the Borrower becoming aware of the circumstances giving rise to the representation or statement being incorrect or misleading in any material respect.

20.5Cross default

(a)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

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(c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e)No Event of Default will occur under this Clause 20.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$15,000,000 (or its equivalent in any other currency or currencies).

20.6Insolvency

(a)A member of the Group is or is presumed or deemed (pursuant to applicable law) to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)A moratorium is declared in respect of any indebtedness of any member of the Group.

20.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other formal procedure or step is taken in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group (other than a solvent liquidation or reorganisation of any member of the Group);

(ii)a composition or arrangement with any creditor of any member of the Group, or an assignment for the benefit of creditors generally of any member of the Group or a class of such creditors;

(iii)the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group), receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any member of the Group or any of its assets; or

(iv)enforcement of any Security over any assets of any member of the Group,

(v)or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) above shall not apply to:

(i)any corporate action, legal proceedings or other procedure or step which is frivolous or vexatious, or is being contested in good faith, and (in each case) is discharged, stayed or dismissed within 60 days of commencement; or

(ii)any Permitted Transaction.

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20.8Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of US$15,000,000 (or its equivalent) or more and is not discharged within 30 days.

20.9Unlawfulness

(a)Subject to the Legal Reservations, it is or becomes unlawful for any party to a Finance Document other than a Finance Party to perform any of its obligations under the Finance Documents.

(b)Subject to the Legal Reservations, any Finance Document is not effective in accordance with its terms or is alleged by any party to a Finance Document other than a Finance Party to be ineffective in accordance with its terms for any reason.

20.10Repudiation

Any Party to a Finance Document other than a Finance Party repudiates in writing a Finance Document or evidences an intention in writing to repudiate a Finance Document.

20.11Cessation of business

The Borrower suspends or ceases to carry on:

(a)all or a material part of its business; or

(b)all or a material part of the business of the Group (taken as a whole),

in each case, except as a result of a Permitted Disposal or a Permitted Transaction.

20.12Material adverse change

Any event or circumstance, or series of events or circumstances, occurs which has a Material Adverse Effect.

20.13Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a)cancel all or any part of any Commitment (and reduce such Commitment accordingly), whereupon all or the relevant part shall immediately be cancelled (and the relevant Commitment shall be immediately reduced accordingly); and/or

(b)declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c)declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders.

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21.CHANGES TO THE LENDERS

21.1Assignments and transfers by the Lenders

Subject to Clause 1.7 (Changes to the Lenders before the Effective Date), this Clause 21 and to Clause 23 (Debt Purchase Transactions), a Lender (the Existing Lender) may:

(a)assign any of its rights under the Finance Documents to; or

(b)transfer by novation any of its rights and obligations under the Finance Documents to; or

(c)enter into a Voting Participation with,

another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

21.2Conditions of assignment or transfer

(a)The prior written consent of the Borrower is required for any assignment, transfer or entry into a Voting Participation by a Lender pursuant to this Clause 21 unless:

(i)to a person identified on the Approved Lender List;

(ii)to another Lender or an Affiliate of a Lender or, in the case of a Lender which is a fund, a Related Fund of such Lender; or

(iii)made at a time when an Event of Default is continuing,

provided that in the case of sub-paragraphs (i) and (ii) above:

(A)the Existing Lender notifies the Borrower prior to the assignment, transfer or entry into a Voting Participation; and

(B)no assignment, transfer or entry into a Voting Participation shall be made to a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

(b)The consent of the Borrower to an assignment, transfer or entry into a Voting Participation pursuant to this Clause 21 must not be unreasonably withheld or delayed.  The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.

(c)A transfer will be effective only if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

(d)An assignment will be effective only if the procedure and conditions set out in Clause 21.6 (Procedure for assignment) are complied with.

(e)If:

(i)an Existing Lender assigns or transfers any of its rights or obligations under the Finance Documents to a New Lender or a Lender changes its Facility Office; and

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(ii)as a result of circumstances existing at the date such assignment, transfer or change occurs, any Obligor would be obliged to make a payment to such New Lender or such Lender acting through its new Facility Office under any provision of Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs) or any equivalent provision of any other Finance Document,

then such New Lender or such Lender acting through its new Facility Office is not entitled to receive any payment under any such provision in excess of the payment which such Obligor would have been required to pay to such Existing Lender or such Lender acting through its previous Facility Office under that Clause if that assignment, transfer or change had not occurred.  This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f)If an Existing Lender assigns or transfers any of its rights or obligations under the Finance Documents to a New Lender:

(i)such Existing Lender shall (unless agreed with such New Lender) bear its own fees, costs and expenses in connection with, or resulting from, such assignment or transfer (including any legal fees, taxes, notarial and security registration or perfection fees); and

(ii)none of the Obligors will be required to pay to or for the account of such New Lender, or reimburse or indemnify such New Lender for, any fees, costs, Taxes, expenses, indemnity payments or other payments under a Finance Document (without prejudice to paragraph (e) above, other than any amount payable under any provision of Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs) or any equivalent provision of any other Finance Document) in excess of what that Obligor would have been required to pay to such Existing Lender immediately prior to such transfer or assignment being effected, provided that, notwithstanding the foregoing, in respect of costs, fees and expenses only, the amount thereof payable or reimbursable shall be calculated by reference to the amount of such costs, fees and expenses which such Obligor is able to demonstrate it would have been required to pay to such Existing Lender immediately prior to such transfer or assignment being effected.

(g)Each of the Facility Agent and each Existing Lender shall be entitled to rely on a certificate of the New Lender confirming that the New Lender is not (and would not if it were a Lender be) a Defaulting Lender, a Distressed Investor or a Conflicted Lender unless it has actual knowledge that the New Lender is (or would if it were a Lender be) a Defaulting Lender, a Distressed Investor or a Conflicted Lender, and if (notwithstanding any such certificate from the New Lender) the New Lender is actually a Conflicted Lender, the provisions of Clause 32.4 (Disenfranchisement of Conflicted Lenders and Non-Responding Lenders) shall apply..

21.3Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of US$3,500.

21.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

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(ii)the financial condition of any Obligor;

(iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 21; or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

21.5Procedure for transfer

(a)Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the transfer to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

(c)On the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the Discharged Rights and Obligations);

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(ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Facility Agent, the Calculation Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Calculation Agent, the Arranger, the other Lenders and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a “Lender”.

(d)The procedure set out in this Clause 21.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.

21.6Procedure for assignment

(a)Subject to the conditions set out in Clause 21.2 (Conditions of assignment or transfer), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)The Facility Agent shall not be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the assignment to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

(c)On the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Assignment Agreement; and

(iii)the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d)Lenders may utilise procedures other than those set out in this Clause 21.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 21.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 21.2 (Conditions of assignment or transfer).

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(e)The procedure set out in this Clause 21.6 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of assignment of such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment, release or assumption or each condition of any applicable restriction shall have been satisfied.

21.7Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or Increase Confirmation, send to the Borrower a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

21.8Existing consents and waivers

A New Lender shall be bound by any consent, waiver, election or decision given or made by the relevant Existing Lender under or pursuant to any Finance Document prior to the coming into effect of the relevant assignment or transfer to such New Lender.

21.9Exclusion of Facility Agent’s liability

In relation to any assignment or transfer pursuant to this Clause 21, each Party acknowledges and agrees that the Facility Agent shall not be obliged to enquire as to the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.

21.10Assignments and transfers to Obligor group

A Lender may not assign or transfer to any Obligor or any Affiliate of any Obligor any of such Lender’s rights or obligations under any Finance Document, except with the prior written consent of all the Lenders.

22.CHANGES TO THE BORROWER

22.1Assignments and transfers by the Borrower

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents, except with the prior written consent of all the Lenders.

23.DEBT PURCHASE TRANSACTIONS

23.1Permitted Debt Purchase Transactions

(a)The Borrower shall not, and shall procure that the Parent and each other member of the Group shall not:

(i)enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 23; or

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(ii)beneficially own all or any part of the share capital of a company that is a Lender or a party to a Participation.

(b)The Borrower may purchase by way of assignment or transfer, pursuant to Clause 21 (Changes to the Lenders), a participation in the Loan and any related Commitment where:

(i)such purchase is made for a consideration of less than par;

(ii)such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and

(iii)such purchase is made at a time when no Default is continuing.

(c)(i)A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a Solicitation Process) which is carried out as follows.

(ii)Prior to 11:00 a.m. on a given Business Day (the Solicitation Day) the Borrower or a financial institution acting on its behalf (the Purchase Agent) will approach at the same time each Lender which participates in the Facility to enable them to offer to sell to the Borrower an amount of their participation in the Facility. Any Lender wishing to make such an offer shall, by 11:00 a.m. on the fifth Business Day following such Solicitation Day, communicate to the Purchase Agent details of the amount of its participations in the Facility it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 a.m. on the sixth Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent (if someone other than the Borrower) will communicate to the relevant Lenders which offers have been accepted by 12:00 noon on the sixth Business Day following such Solicitation Day. In any event by 5:00 p.m. on the seventh Business Day following such Solicitation Day, the Borrower shall notify the Facility Agent of the amounts of the participations in the Facility purchased from which Lenders through the relevant Solicitation Process and the average price paid for the purchase of participations in the Facility. The Facility Agent shall promptly disclose such information to the Lenders.

(iii)Any purchase of participations in the Facility pursuant to a Solicitation Process shall be completed and settled between the Borrower, the Purchase Agent and the relevant Lenders directly on or before the eighth Business Day after the relevant Solicitation Day.

(iv)In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in the Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in the Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis.

(d)(i)A Debt Purchase Transaction referred to in paragraph (b) above may also be enteredinto pursuant to an open order process (an Open Order Process) which is carriedout as follows.

(ii)The Borrower may by itself or through another Purchase Agent place an open order (an Open Order) to purchase participations in the Facility up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the Facility of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 a.m. on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations in the Facility it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 a.m. on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender.

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(iii)Any purchase of participations in the Facility pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fourth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order.

(iv)If in respect of participations in the Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of the Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis.

(v)The Borrower shall, by 5.00 p.m. on the sixth Business Day following the date on which an Open Order is placed, notify the Facility Agent of the amounts of the participations purchased from which Lenders through such Open Order Process. The Facility Agent shall as soon as reasonably practicable disclose such information to the Lenders.

(e)For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented.

(f)In relation to any Debt Purchase Transaction entered into pursuant to this Clause 23, notwithstanding any other term of this Agreement or the other Finance Documents:

(i)on completion of the relevant assignment or transfer (constituting such Debt Purchase Transaction) pursuant to Clause 21 (Changes to the Lenders), the portions of the Loan to which it relates shall be extinguished;

(ii)such Debt Purchase Transaction and the related extinguishment referred to in paragraph (i) above shall not constitute a prepayment of the Facility;

(iii)the person which is the assignee or transferee (in respect of such assignment or transfer) shall be deemed to be an entity which fulfils the requirements of Clause 21.1 (Assignments and transfers by the Lenders) to be a New Lender (as defined in such Clause);

(iv)the Borrower shall not be deemed to be in breach of any provision of Clause 19 (General Undertakings) or any other provision of any Finance Document solely by reason of such Debt Purchase Transaction;

(v)Clause 25 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and

(vi)for the avoidance of doubt, any extinguishment of any part of the Loan shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement.

(g)The Facility Agent shall not be obliged to execute a Transfer Certificate with respect to any Debt Purchase Transaction unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the transfer to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

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23.2Disenfranchisement of Parent Affiliates

(a)For so long as a Parent Affiliate:

(i)beneficially owns a Commitment; or

(ii)has entered into any Participation relating to a Commitment and such Participation has not been terminated,

in ascertaining:

(A)the Majority Lenders; or

(B)whether:

I.any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

II.the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero and such Parent Affiliate or the person with whom it has entered into such Participation shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Parent Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

(b)Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Facility Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 8 (Form of Notice of Notifiable Debt Purchase Transaction).

(c)A Lender shall promptly notify the Facility Agent if a Notifiable Debt Purchase Transaction to which it is a party:

(i)is terminated; or

(ii)ceases to be with a Parent Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 8 (Form of Notice of Termination of Notifiable Debt Purchase Transaction).

(d)Each Parent Affiliate that is a Lender agrees that:

(i)in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Facility Agent or, unless the Facility Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

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(ii)in its capacity as Lender, unless the Facility Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Facility Agent or one or more of the Lenders.

23.3Parent Affiliates’ notification to other Lenders of Debt Purchase Transactions

Any Parent Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall, by 5.00 p.m. on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Facility Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Facility Agent shall as soon as reasonably practicable disclose such information to the Lenders.

24.ROLE OF THE ADMINISTRATIVE PARTIES

24.1Appointment of the Facility Agent

(a)Each of the Arranger and the Lenders appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)Each of the Arranger and the Lenders authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

24.2Appointment of the Calculation Agent

(a)Each of the Lenders appoints the Calculation Agent to act as the Calculation Agent under and in connection with the Finance Documents.

(b)Each of the Lenders authorises the Calculation Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Calculation Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

24.3Instructions

(a)Each Agent shall:

(i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as that Agent in accordance with any instructions given to it by:

(A)all Lenders if the relevant Finance Document stipulates the matter is an all-Lender decision; and

(B)in all other cases, the Majority Lenders; and

(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b)Each Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion.  Each Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

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(c)Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to an Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)Each Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e)In the absence of instructions, each Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f)No Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

24.4Duties of the Agents

(a)Each Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b)Subject to paragraph (c) below, each Agent shall promptly forward to a Party the original or a copy of any document which is delivered to that Agent for that Party by any other Party.

(c)Without prejudice to Clause 21.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

(d)The Calculation Agent must copy to the Facility Agent the contents of any notice or document received by it from any Obligor under any Finance Document.

(e)Except where a Finance Document specifically provides otherwise, no Agent is obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(f)If an Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(g)If an Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than to any Administrative Party) under this Agreement, it shall promptly notify the other Finance Parties.

(h)Each Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

(i)The Facility Agent shall provide to the Borrower as soon as practicable following a request by the Borrower (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.

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24.5Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

24.6No fiduciary duties

(a)Nothing in any Finance Document constitutes any Administrative Party as a trustee or fiduciary of any other person.

(b)No Administrative Party shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

24.7Business with the Group

Any Administrative Party may accept deposits from, lend money to and generally engage in any kind of banking or deal in/advise on securities of any party or other business with any member of the Group or any Obligor.

24.8Rights and discretions of the Agents

(a)Each Agent may:

(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)assume that:

(A)any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B)unless it has received notice of revocation, those instructions have not been revoked;

(iii)rely on a certificate from any person:

(A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate; and

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(iv)rely on any statement made by a director, manager, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)Each Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)no Default has occurred; and

(ii)any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised.

(c)Each Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to that Agent (and so separate from any lawyers instructed by the Lenders) if that Agent in its reasonable opinion deems this to be necessary.

(e)Each Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by that Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)Each Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g)The Calculation Agent may perform its duties through an Affiliate acting as its agent, provided that this shall not relieve the Calculation Agent of responsibility for the performance of its duties under this Agreement.  Where an Affiliate does perform the duties of the Calculation Agent, both the Calculation Agent and the Affiliate shall have the rights, benefits and protections granted under this Agreement in respect of the performance by the Calculation Agent of its role as such under this Agreement.

(h)Unless a Finance Document expressly provides otherwise each Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(i)Without prejudice to the generality of paragraph (h) above, the Facility Agent:

(i)may disclose; and

(ii)on the written request of a Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

(j)Notwithstanding any other provision of any Finance Document to the contrary, no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(k)Notwithstanding any provision of any Finance Document to the contrary, no Agent is obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

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24.9Responsibility for documentation

No Administrative Party is responsible or liable for:

(a)the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Administrative Party, an Obligor or any other person given in or in connection with any Finance Document or the Information Package or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(c)any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

24.10No duty to monitor

No Agent shall be bound to enquire:

(a)whether or not any Default has occurred;

(b)as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c)whether any other event specified in any Finance Document has occurred.

24.11Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of an Agent), no Agent will be liable for:

(i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction;

(ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction; or

(iii)without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including for negligence or any other category of liability whatsoever but not including any claim based on gross negligence, wilful misconduct or the fraud of that Agent) arising as a result of:

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(A)any act, event or circumstance not reasonably within its control; or

(B)the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)No Party (other than an Agent) may take any proceedings against any officer, employee or agent of that Agent in respect of any claim it might have against that Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of that Agent may rely on this Clause 24.

(c)No Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by that Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by that Agent for that purpose.

(d)Nothing in this Agreement shall oblige any Administrative Party to conduct:

(i)any “know your customer” or other procedures in relation to any person; or

(ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to each Administrative Party that it is solely responsible for any such procedures or check it is required to conduct and that it shall not rely on any statement in relation to such procedures or check made by any Administrative Party.

(e)Without prejudice to any provision of any Finance Document excluding or limiting an Agent’s liability, any liability of that Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of that Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss.  In no event shall any Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not that Agent has been advised of the possibility of such loss or damages.

24.12Lenders’ indemnity to the Agents

Each Lender shall (in proportion to its Pro Rata Share) indemnify each Agent, within three Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by that Agent (otherwise than by reason of that Agent’s gross negligence or wilful misconduct, or, in the case of any cost, loss or liability resulted from a Disruption Event, notwithstanding the Agent’s gross negligence, negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent, as finally judicially determined by a court of competent jurisdiction) in acting as Agent under the Finance Documents (unless that Agent has been reimbursed by an Obligor pursuant to a Finance Document).

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24.13Resignation of an Agent

(a)Each Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong as successor by giving notice to the Lenders and the Borrower.

(b)Alternatively, each Agent may resign by giving 30 days’ notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent.

(d)The retiring Agent shall, at its own cost (except where it is removed pursuant to paragraph (g) below, in which case, at the cost of the Borrower), make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e)An Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (d) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agents) and this Clause 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations among themselves as they would have had if such successor had been an original Party.

(g)After consultation with the Borrower, the Majority Lenders may, by notice to an Agent, require it to resign in accordance with paragraph (b) above.  In this event, that Agent shall resign in accordance with paragraph (b) above.

(h)Each Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to that Agent under the Finance Documents:

(i)that Agent fails to respond to a request under Clause 11.7 (FATCA information) and a Lender reasonably believes that Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by that Agent pursuant to Clause 11.7 (FATCA information) indicates that Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)that Agent notifies the Borrower and the Lenders that Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if that Agent were a FATCA Exempt Party, and that Lender, by notice to that Agent, requires it to resign.

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24.14Confidentiality

(a)In acting as agent for the Finance Parties, each Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of an Agent, it may be treated as confidential to that division or department and that Agent shall not be deemed to have notice of it.

(c)No Agent shall be obliged to disclose to any Finance Party any information supplied to it by the Borrower or any Affiliates of the Borrower on a confidential basis and for the purpose of evaluating whether any waiver or amendment is or may be required or desirable in relation to any Finance Document.

24.15Relationship with the Lenders

(a)Each Agent may treat the person shown in its records as Lender at the opening of business (in the place of that Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)entitled to or liable for any payment due under any Finance Document on that day; and

(ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)Any Lender may by notice to an Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 28.6 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 28.2 (Addresses) and paragraph (a)(ii) of Clause 28.6 (Electronic communication) and that Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

24.16Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each Administrative Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)the financial condition, status and nature of each member of the Group and each Obligor;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

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(c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy and/or completeness of the Information Package and any other information provided by an Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

24.17Agent’s management time

Any amount payable to an Agent under Clause 14.3 (Indemnity to the Agents), Clause 15 (Costs and Expenses) and Clause 24.12 (Lenders’ indemnity to the Agents) shall include the cost of utilising that Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as that Agent may notify to, and agreed by, the Borrower and the Lenders, and is in addition to any fee paid or payable to that Agent under Clause 10 (Fees).

24.18Deduction from amounts payable by the Agents

If any Party owes an amount to an Agent under the Finance Documents that Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which that Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

24.19Failure to notify

No failure by the Calculation Agent to make any determination or calculation, or to do any act or thing, including, without limitation, any failure by the Calculation Agent to determine or calculate:

(a)the Equity Upside; or

(b)the IPO Repayment Amount,

shall limit or affect in any way any obligation of the Borrower, or any rights, powers or remedies of the Lenders, under the Finance Documents.

24.20Force Majeure

Notwithstanding anything to the contrary in this Agreement or in any other Finance Document, no Agent shall in any event be liable for any loss or damage, or any failure or delay in the performance of its obligations hereunder if it is prevented from so performing its obligations by any reason which is beyond the control of that Agent, including, but not limited to , any existing or future terrorism, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure or failure of any money transmission system or any event where, in the reasonable opinion of that Agent, performance of any duty or obligation under or pursuant to this Agreement would or may be illegal or would result in that Agent being in breach of any law, rule, regulation, or any decree, order or judgement of any court, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law) of any relevant government, government agency, regulatory, stock exchange or self-regulatory organisation to which that Agent is subject.

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24.21Consequential loss

Notwithstanding any other term or provision of this Agreement to the contrary, no Agent shall be liable under any circumstances for special, punitive, indirect or consequential loss or damage of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, even if that Agent is actually aware of or has been advised of the likelihood of such loss or damage and regardless of whether the claim for such loss or damage is made in negligence, for breach of contract, breach of trust, breach of fiduciary obligation or otherwise. The provisions of this Clause shall survive the termination or expiry of this Agreement or the resignation or removal of that Agent.

25.SHARING AMONG THE FINANCE PARTIES

25.1Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers (whether by set-off or otherwise) any amount from an Obligor other than in accordance with Clause 26 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Facility Agent;

(b)the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 26 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 26.6 (Partial payments).

25.2Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 26.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

25.3Recovering Finance Party’s rights

(a)On a distribution by the Facility Agent under Clause 25.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

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(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

25.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b)as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

25.5Exceptions

(a)This Clause 25 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 25, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

26.PAYMENT MECHANICS

26.1Payments to the Facility Agent

(a)On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in Hong Kong and with such bank as the Facility Agent, in each case, specifies.

26.2Distributions by the Facility Agent

(a)Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 26.3 (Distributions to the Borrower) and Clause 26.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency.

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(b)The Facility Agent shall distribute payments received by it in relation to all or any part of the Loan to the Lender indicated in the records of the Facility Agent as being so entitled on that date provided that the Facility Agent is authorised to distribute payments to be made on the date on which any transfer becomes effective pursuant to Clause 21 (Changes to the Lenders) to the Lender so entitled immediately before such transfer took place regardless of the period to which such sums relate.

26.3Distributions to the Borrower

The Facility Agent may (with the consent of the Borrower or in accordance with Clause 27 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

26.4Clawback and pre-funding

(a)Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c)If the Facility Agent is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i)the Borrower shall on demand refund it to the Facility Agent; and

(ii)the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

26.5Impaired Agent

(a)If, at any time, the Facility Agent becomes an Impaired Agent, a Party which is required to make a payment under the Finance Documents to the Facility Agent for the account of any person in accordance with Clause 26.1 (Payments to the Facility Agent) may instead either pay that amount direct to such person or pay that amount to an interest-bearing account held with a bank in relation to which no Insolvency Event has occurred and is continuing, in the name of the Party making that payment (the Paying Party) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party or Recipient Parties). In each case such payment must be made on the due date for such payment under the Finance Documents.

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(b)All interest accrued on the amount standing to the credit of such trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements to such amount.

(c)A Party which has made a payment in accordance with this Clause 26.5 shall be discharged of the relevant obligation to make that payment under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of that trust account.

(d)Promptly upon the appointment of a successor Facility Agent in accordance with Clause 24.13 (Resignation of an Agent), each Paying Party shall (other than to the extent that that Paying Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom that trust account is held to transfer the amount of such payment (together with any accrued interest thereon) to the successor Facility Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 26.2 (Distributions by the Facility Agent).

(e)A Paying Party that has made a payment to a trust account (on account of any amount payable by such Paying Party to a Recipient Party) shall, promptly upon request by that Recipient Party and to the extent:

(i)that it has not given an instruction pursuant to paragraph (d) above (with respect to such trust account); and

(ii)that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom that trust account is held to transfer such amount so paid into and held in such account (together with any accrued interest thereon) to that Recipient Party.

26.6Partial payments

(a)If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid amount owing to any Administrative Party under the Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in paragraph (i) above) or commission due but unpaid under the Finance Documents;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

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(c)Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

26.7No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

26.8Business Days

(a)Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement, interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

26.9Currency of account

(a)Subject to paragraphs (b) and (c) below, US dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)Any amount expressed to be payable in a currency other than US dollars shall be paid in that other currency.

27.SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

28.NOTICES

28.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email, fax or letter.

28.2Addresses

(a)Except as provided below, the contact details of each Party for any communication to be made or delivered under or in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.

(b)The contact details of each Obligor for this purpose are:

Address:                  Floor 9, Mansion B, Wanda Plaza, 93 Jianguo Road, Beijing, PRC

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E-mail:brianliao@wanda.cn

Attention:Mr. Brian Liao

(c)The contact details of the Facility Agent for this purpose are:

China Construction Bank (Asia) Corporation Limited

Address:20/F, CCB Tower, 3 Connaught Road Central, Central, Hong Kong

Attention:Transaction Banking — Corporate Trust and Loan Agency

Fax:+852-3918-6976

Email:cta_cs@asia.ccb.com

(d)The contact details of the Calculation Agent for this purpose are:

China Construction Bank (Asia) Corporation Limited

Address:20/F, CCB Tower, 3 Connaught Road Central, Central, Hong Kong

Attention:Transaction Banking — Corporate Trust and Loan Agency

Fax:+852-3918-6976

Email:cta_cs@asia.ccb.com

(e)Any Party may change its contact details by giving at least five Business Days’ notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.

28.3Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i)if by way of fax, only when received in legible form; or

(ii)if by way of letter, only when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 28.2 (Addresses), if addressed to that department or officer.

(b)Any communication or document to be made or delivered to an Agent will be effective only when actually received by that Agent and then only if it is expressly marked for the attention of the department or officer identified with that Agent’s signature below (or any substitute department or officer as that Agent shall specify for this purpose).

(c)All notices from or to an Obligor shall be sent through the Facility Agent.

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(d)Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5 p.m. in the place of receipt shall be deemed only to become effective on the following day.

28.4Notification of address and fax number

Promptly upon changing its address or fax number, the Facility Agent shall notify the other Parties.

28.5Communication when Facility Agent is Impaired Agent

If the Facility Agent is an Impaired Agent:

(a)the Parties may, instead of communicating with each other through the Facility Agent, communicate with each other directly; and

(b)(while the Facility Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Facility Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly.

This provision shall not operate after a replacement Facility Agent has been appointed to replace such Impaired Agent.

28.6Electronic communication

(a)Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including by way of posting to a secure website) if those two Parties:

(i)notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b)Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c)Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to an Agent only if it is addressed in such a manner as that Agent shall specify for this purpose.

(d)Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 28.6.

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28.7English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

29.CALCULATIONS AND CERTIFICATES

29.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

29.2Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

29.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Hong Kong interbank market differs, in accordance with that market practice.

29.4Personal liability

No director, officer, employee or other individual acting (or purporting to act) on behalf of any Obligor or any Affiliate of any Obligor shall be personally liable for:

(a)any representation, certification or statement made by any Obligor or any Affiliate of any Obligor in any Finance Document; or

(b)any certificate, notice or other document required to be delivered under, or in connection with, any Finance Document (whether or not signed by that person),

where such representation, certification, statement, certificate, notice or other document proves to be incorrect or misleading, unless that individual acted fraudulently or with an intention to mislead, in which case any liability will be determined in accordance with applicable law. Any director, officer, employee or other individual to whom this Clause 29.4 is expressed to apply may, subject to Clause 1.4 (Third party rights), rely on this Clause 29.4 pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623).

30.PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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31.REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents.  No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing.  No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

32.AMENDMENTS AND WAIVERS

32.1Required consents

(a)Subject to Clause 32.2 (All-Lender matters) and Clause 32.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the relevant Obligors (who is the signing party to the affected document) and any such amendment or waiver will be binding on all Parties.

(b)The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 32.

32.2All-Lender matters

An amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(a)the definition of “Equity Upside”, “Interest Rate”, “IPO Repayment Amount”, “Majority Lenders”, “Pro Rata Share” in Clause 1.1 (Definitions);

(b)an extension to the date of payment of any amount (including any Equity Upside) under the Finance Documents;

(c)a reduction in the amount of any payment of principal, interest, fees, commission or Equity Upside payable;

(d)an increase in any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(e)any provision which expressly requires the consent of all the Lenders; or

(f)Clause 2.3 (Finance Parties’ rights and obligations), Clause 5.1 (Delivery of the Utilisation Request), Clause 7.1 (Illegality), Clause 7.6 (Equity Upside), Clause 7.9 (Application of prepayments), Clause 21 (Changes to the Lenders), Clause 22 (Changes to the Borrower), Clause 25 (Sharing among the Finance Parties), this Clause 32, Clause 35 (Governing Law) or Clause 36.1 (Jurisdiction of Hong Kong courts),

shall not be made without the prior consent of all the Lenders.

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32.3Other exceptions

An amendment or waiver which relates to the rights or obligations of an Agent or the Arranger (each in their capacity as such) may not be effected without the consent of that Agent or the Arranger, as the case may be.

32.4Disenfranchisement of Conflicted Lenders and Non-Responding Lenders

In ascertaining the Majority Lenders or whether the agreement of Lender(s) holding any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or the Commitments (in respect of any or all of the Facility) has been obtained to approve any request, the Commitment of any Conflicted Lender and any Non-Responding Lender will be deemed to be zero and its status as a Lender ignored.

32.5Voting of Lenders

In respect of Voting Participations only, a Lender may have more than one vote in relation to its share in the Loan or Commitment for the purposes counting towards any decision by that Lender under the Finance Documents and may split its vote in whatever percentages it may choose and may vote each percentage of its votes in different ways.

33.CONFIDENTIAL INFORMATION

33.1Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 33.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

33.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

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(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or both Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom paragraph (i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including any person appointed under paragraph (b) of Clause 24.15 (Relationship with the Lenders));

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (i) or (ii) above;

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii)who is a Party; or

(viii)with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to paragraphs (i), (ii) and (iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to paragraph (iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; or

(C)in relation to paragraphs (v) and (vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c)to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

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(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors.

33.3Entire agreement

This Clause 33 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

33.4Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

33.5Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 33.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 33.

33.6Continuing obligations

The obligations in this Clause 33 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)the date on which such Finance Party otherwise ceases to be a Finance Party.

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34.COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

35.GOVERNING LAW

This Agreement is governed by the laws of Hong Kong.

36.ENFORCEMENT

36.1Jurisdiction of Hong Kong courts

(a)The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a Dispute).

(b)The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This Clause 36.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

36.2Waiver of immunities

The Borrower irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a)suit;

(b)jurisdiction of any court;

(c)relief by way of injunction or order for specific performance or recovery of property;

(d)attachment of its assets (whether before or after judgment); and

(e)execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL LENDERS

Name of Original Lender	Commitment
Morgan Stanley Senior Funding, Inc.	US$	400,000,000

100

SCHEDULE 2

CONDITIONS PRECEDENT

1.Obligors

(a)A copy of the constitutional documents of each Obligor and the Subordinated Creditor.

(b)A copy of a resolution of the board of directors (or in the case of the Parent, a shareholder resolution) of each Obligor and the Subordinated Creditor:

(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)A certificate from the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on it to be exceeded.

(e)A certificate of an authorised signatory of the relevant Obligor or Subordinated Creditor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2.Finance Documents

(a)The following Finance Documents, each duly entered into by the parties to it:

(i)this Agreement;

(ii)the Subordination Deed;

(iii)the Keepwell Deed; and

(iv)each Fee Letter.

3.Legal opinions

(a)A legal opinion of Allen & Overy, Hong Kong law advisers to the Arranger and addressed to the Finance Parties at the date of that opinion.

(b)A legal opinion of Zhong Lun Law Firm, PRC law advisers to the Arranger and addressed to the Finance Parties at the date of that opinion.

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4.Other documents and evidence

(a)A copy of:

(i)the audited consolidated financial statements for the Borrower for its financial year ended 31 December 2018; and

(ii)the audited consolidated financial statements for the Parent for its financial year ended 31 December 2018.

(b)The Group Structure Chart.

(c)Evidence that the Borrower has a paid up share capital of not less than HK$1,000,000.

(d)All requested information and evidence required by the Finance Parties pursuant to its usual “know your customer” or other similar checks as notified to the Borrower not less than two Business Days prior to the Utilisation Date (as defined in the Senior 364-Day Term Loan Facility Agreement).

(e)Evidence that the fees then due from the Borrower pursuant to Clause 10 (Fees) have been paid or will be paid by the Utilisation Date.

(f)An executed copy of the Subordinated Receivable.

102

SCHEDULE 3

UTILISATION REQUEST

From:[Borrower]

To:[Facility Agent]

Dated:

[Borrower] — Senior Forward Start Term Loan Facility Agreement

dated [         ] (the Agreement)

1.We refer to the Agreement.  This is the Utilisation Request.  Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.

2.We wish to borrow the Loan on the following terms:

Proposed Utilisation Date:	[      ] (or, if that is not a Business Day, the next Business Day)
Amount:	US$[       ]

3.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Facility Agreement is satisfied on the date of this Utilisation Request.

4.The proceeds of the Loan should be used for repayment of the principal amount outstanding under the Senior 364-Day Term Loan Facility Agreement pursuant to Clause 3.1 (Purpose) of the Facility Agreement.

5.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of Borrower]

103

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To:[          ] as Facility Agent

From:[the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated:

[the Borrower] — Senior Forward Start Term Loan Facility Agreement

dated [       ] (the Agreement)

1.We refer to Clause 21.5 (Procedure for transfer) of the Agreement.  This is a Transfer Certificate.  Terms used in the Agreement shall have the same meaning in this Transfer Certificate.

2.The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 21.5 (Procedure for transfer) of the Agreement, all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.

3.The proposed Transfer Date is [         ].

4.The Facility Office and address, fax number and attention particulars for notices of the New Lender for the purposes of Clause 28.2 (Addresses) of the Agreement are set out in the Schedule.

5.The New Lender expressly acknowledges:

(a)the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders) of the Agreement; and

(b)that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Transfer Certificate or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

6.The New Lender confirms that it is a “New Lender” within the meaning of Clause 21.1 (Assignments and transfers by the Lenders) of the Agreement.

7.The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor and is not a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

8.This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

9.This Transfer Certificate is governed by the laws of Hong Kong.

10.This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

104

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility office address, email, fax number and attention details for notices and account details for payments]

[the Existing Lender]	[the New Lender]
By:	By:

This Transfer Certificate is executed by the Facility Agent and the Transfer Date is confirmed as [           ].

[the Facility Agent]

By:

Note:It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied, to effect or perfect the transfer contemplated in this Transfer Certificate or to give the New Lender full enjoyment of all the Finance Documents.

105

SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:[[Facility Agent] as Facility Agent, [Borrower] as Borrower and [Parent] as Parent]

From:[the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated:[insert date]

[Borrower] — Senior Forward Start Term Loan Facility Agreement
dated [      ] (the Agreement)

1.We refer to the Agreement.  This is an Assignment Agreement.  Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.We refer to Clause 21.6 (Procedure for assignment) of the Agreement:

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b)The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement specified in the Schedule.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3.The proposed Transfer Date is [      ].

4.On the Transfer Date, the New Lender becomes Party to the Finance Documents as a Lender.

5.The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 28.2 (Addresses) of the Agreement are set out in the Schedule.

6.The New Lender expressly acknowledges:

(a)the limitations on the Existing Lender’s obligations set out in paragraphs (a) and (c) of Clause 21.4 (Limitation of responsibility of Existing Lenders) of the Agreement; and

(b)that it is the responsibility of the New Lender to ascertain whether any document is required or any formality or other condition requires to be satisfied to effect or perfect the transfer contemplated by this Assignment Agreement or otherwise to enable the New Lender to enjoy the full benefit of each Finance Document.

7.The New Lender confirms that it is a “New Lender” within the meaning of Clause 21.1 (Assignments and transfers by the Lenders) of the Agreement.

8.The Existing Lender and the New Lender confirm that the New Lender is not an Obligor or an Affiliate of an Obligor and is not a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

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9.This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 21.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower) of the Agreement, to the Borrower (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

10.This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

11.This Assignment Agreement is governed by the laws of Hong Kong.

12.This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

107

THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken

[insert relevant details]

[Facility office address, email, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [        ].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

By:

Note:It is the New Lender’s responsibility to ascertain whether any other document is required, or any formality or other condition is required to be satisfied, to effect or perfect the assignment/release/assumption of obligations contemplated in this Assignment Agreement or to give the New Lender full enjoyment of all the Finance Documents.

108

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To:[] as Facility Agent

From:Wanda Sports Group Company Limited萬達體育集團有限公司

Dated:

Dear Sirs

[Borrower] —Senior Forward Start Term Loan Facility Agreement
dated [·] (the Facility Agreement)

1.I refer to the Facility Agreement. This is a Compliance Certificate. Terms used in the Facility Agreement shall have the same meaning in this Compliance Certificate.

2.I confirm that: [Insert details of covenants under Clause 18 (Financial Covenants) to be certified including calculations]1

3.I confirm that during the Relevant Period there has been no:

(a)waiver in connection with, or any amendment or supplement to any representations, warranties, undertakings, financial covenants or events of default (howsoever described) under the Infront Facility Agreement or the WEH Facility Agreement which are adverse to the interests of the Lenders; and

(b)refinancing of the Infront Facility Agreement or the WEH Facility Agreement where the representations, warranties, undertakings, financial covenants and events of default (howsoever described) or any other provisions associated with them with respect to that refinancing are more adverse (or in the case of any refinancing of the Existing Infront Facility Agreement (as defined in the definition of “Infront Facility Agreement” or the Existing WEH Facility Agreement (as defined in the definition of “WEH Facility Agreement”), materially adverse) to the interests of the Lenders than under the Previous Infront Facility Agreement (as defined in the definition of “Infront Facility Agreement”) or the Previous WEH Facility Agreement (as defined in the definition of “WEH Facility Agreement”) as applicable,

in each case, which has not been disclosed to the Facility Agent in writing.

4.I confirm that no Default is continuing.

Signed:

Director of Wanda Sports Group Company Limited萬達體育集團有限公司

1  To be included for deliveries of financial statements for each Financial Quarter.

109

SCHEDULE 7

FORM OF INCREASE CONFIRMATION

To:[[Facility Agent] as Facility Agent, [Borrower] as Borrower and [Parent]]

From:[the Increase Lender] (the Increase Lender)

Dated:

[] — Senior Forward Start Term Loan Facility Agreement

dated [] (the Agreement)

1.We refer to the Agreement. This is as an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2.We refer to Clause 2.2 (Increase) of the Agreement.

3.The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender under the Agreement.

4.The proposed date on which such assumption in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [·].

5.On the Increase Date, the Increase Lender becomes party to the Agreement as a Lender, and becomes a Lender for the purposes of each other Finance Document; and

6.The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 28.2 (Addresses) of the Agreement are set out in the Schedule.

7.The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Clause 2.2 (Increase) of the Agreement.

8.The Increase Lender confirms that it is not an Obligor or an Affiliate of an Obligor and is not a Conflicted Lender, a Defaulting Lender or a Distressed Investor.

9.This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on such counterparts were on a single copy of this Increase Confirmation.

10.This Increase Confirmation is governed by the laws of Hong Kong and has been entered into on the date stated at the beginning of this Increase Confirmation.

110

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details (including the Facility to which the Relevant Commitment relates)]

[Facility office address, email, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent, and the Increase Date is confirmed as [·].

Facility Agent

By:

111

SCHEDULE 8

FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

PART 1

FORM OF NOTICE OF NOTIFIABLE DEBT PURCHASE TRANSACTION

To:[] as Facility Agent

From:[The lender]

Dated:

[          ] — Senior Forward Start Term Loan Facility Agreement
dated [  ] (the Agreement)

1.We refer to paragraph (b) of Clause 23.2 (Disenfranchisement of Parent Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2.We have entered into a Notifiable Debt Purchase Transaction.

3.The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (US$)
The Facility	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

112

PART 2

FORM OF NOTICE OF TERMINATION OF NOTIFIABLE DEBT PURCHASE TRANSACTION

To:[] as Facility Agent

From:[The Lender]

Dated:

[] — Senior Forward Start Term Loan Facility Agreement
dated [] (the Agreement)

1.We refer to paragraph (c) of Clause 23.2 (Disenfranchisement of Parent Affiliates) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2.A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [·] has [terminated]/[ceased to be with a Parent Affiliate].

3.The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment as set out below.

Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (US$)
The Facility	[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

[Lender]

By:

113

SCHEDULE 9

TIMETABLES

Delivery of the duly completed Utilisation Request (Clause 5.1 (Delivery of the Utilisation Request))	10am five Business Days before the proposed Utilisation Date
Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	10am three Business Days before the proposed Utilisation Date

114

SCHEDULE 10

APPROVED  LENDERS

PART 1

APPROVED LENDERS — BANKS

ABN AMRO Agricultural Bank of China Alliance and Leicester Allianz Bank Allied Irish Banks (AIB) AMP ANZ Bank Aozora Bank Appenzeller Kantonalbank (APPKB) Austrian Anadi Bank Axis Bank Banca IMI (Intesa Sanpaolo Group) Banca Nazionale del Lavoro (BNL) Banco Bilbao Vizcaya Argentaria (BBVA) Banco BPI Banco de Valencia Banco Espirito Santo (BES or BESV) Banco Gallego Banco Popolare Banco Sabadell Banco Santander Banesto Bank Coop (Swiss) Bank fuer Arbeit und Wirtschaft (BAWAG) Bank Linth LLB AG Bank of America Merrill Lynch Bank of China Bank of Communications Bank of India Bank of Ireland Bank of Montreal (BMO) Bank of Taiwan Bank of Tokyo Mitsubishi (BOTM) Bank Sinopac State Bank of India Bank Vontobel AG Bankia Bankinter Banque AGF Banque LBLux Banque Populaire (BRED) Banque Tarneaud Barclays Capital (BarCap) / Barclays Bank Bayerische Landesbank (BayernLB) / BayernLB Group Belfius (Dexia Banque Belgique) Berner Kantonalbank (BEKB/BCBE) Bipop Carire BNP Paribas (BNPP) BNY Mellon Corporate Trustee Services Limited BPCE Groupe (Banque Populaire / Caisse d’Epargne) Bremer Landesbank British Business Bank plc Caisse D’Epargne Caisse de Depot et Placement du Quebec Caixa Catalunya Caixa Geral Group CaixaBank (fka La Caixa) Caja Madrid Caja Murcia Calyon / Credit Agricole Group Cathay United Bank CDC Ixis Československá obchodní banka a.s. (ČSOB, part of the KBC Group) China Construction Bank China Development Bank China Merchants Bank China Minsheng bank CIBC CIC Private Debt Citic Bank Citigroup/ Citibank Comerica Commerzbank (incl. Dresdner KW) Commonwealth Bank of Australia Cooperative Bank Credit du Nord Credit Industriel et Commercial (CIC) Credit Suisse AG Credit Suisse First Boston CTBC Bank Co., Ltd. Danske Bank DBS Deka Bank Depfa Bank / Hypo Public Finance Deutsche Apotheker-und Artzebank eG Deutsche Bank (incl. EM Loan Desk) Deutsche Postbank Deutsche Sparkassen (all German and Austrian Sparkassen) Deutsche VR Banken (all German Volksbanken) Development Bank of Singapore Dexia DnB Nor (De Norske Bank) Doha Bank DSK Bank (DSK) DZ Bank / DZ Group Erste Bank / Erste Group E.Sun European Bank for Reconstruction and Development (EBRD)

115

Export Development Canada (EDC) Fifth Third Bank Focus Bank Fortis Friesland Bank Fubon Bank Goldman Sachs Groupe Credit Mutuel (incl. CIC) Helaba HSBC HSH Nordbank Huatai Securities ICICI Bank Industrial & Commercial Bank of China (ICBC) ING Bank / ING Group Interbanca Intesa Sanpaolo Investec Investkredit J.P. Morgan / J.P. MorganChase / Chase K&H Bank (K&H, part of the KBC Group) KB KBC / KBC Group KFW Kommunalkredit Austria Koomin Bank Kreditanstalt fuer Wiederaufbau (KfW) La Banque Postale La Caixa Landesbank Berlin (LBB) Landesbank Hessen - Thuringen (Helaba) Landesbank Rheinland-Pfalz (LRP) Landesbank Saar Landesbank Sachsen Landsbanki Islands LCL (Banque et Assurance Le Credit Lyonnais) Lloyds Bank plc (incl. Halifax Bank of Scotland (HBOS)) M.M Warburg Macquarie Marfin (IBG) Medbank Mediobanca MeDirect Bank (Malta) plc Meritz Securities Mignon Geneve Migrosbank Mizuho Morgan Stanley National Australia Bank National City Natixis NBAD Nedbank NIB Capital / NIBC Bank N.V. Nidwaldner Kantonabank (NWKB) Nomura Nordea Bank Nordic Investment Bank NordLB Norinchukin North Fork (Capital One) Nova Ljubljanska banka (NLB, affiliate of KBC) NRW Bank Nykredit Realkredit Oberbank AG OCBC Bank Oesterreichische Landesbank OEVAG (Oesterische Volksbanken) Portigon Raiffeisen Group Raiffeisen Landesbanken Raiffeisen Schweiz Raiffeisen Zentralbank Österreich (RZB) Rothschild Royal Bank of Canada (RBC) Royal Bank of Scotland (RBS) Sabanchi Bank Santander Scotia Bank SEB Shinsei Shinhan Bank Siemens Financial Services Silicon Valley Bank Societe Generale (SG) Standard Chartered Bank State Bank of India State Street Bank Siemens Bank GmbH Sumitomo Mitsui (SMBC) Sumitomo Trust Svenska Handelsbanken Swedbank Taishin Bank Toronto Dominion Bank UBI Banca UBS Unicredit Banca d’Impresa Unicredit Group SpA Unicredito Banca Mobiliare Union Bank of India United Overseas Bank (UOB) Volksbank / Volksbanken Group Wachovia Bank Wells Fargo Wells Fargo Bank, National Association Westfalen WestPac Yuanta Bank Woori Bank

116

PART 2

APPROVED LENDERS — FUNDS

3i / Investcorp (incl. Fraser Sullivan) / Mizuho IM / Harvest Aberdeen AM Accunia AIB CLO Alberta Investment Management Corporation Alcentra AllianceBernstein Alpstar Amundi Angelo Gordon (Par funds) APG Apollo (par funds) Arcano Ares Arkkan Opportunities Fund Ltd Arrowgrass Australia Super Pty Ltd AXA Babson Bain Capital Credit, L.P. (Sankaty) Barings Bass Capital Beach Point Capital Beechbrook Bentham Asset Management Berkley AM BFAM Black Diamond (incl. GSC) BlackRock (incl. R3 Capital) Blackstone / GSO (incl. AIB CLO, Harbourmaster) Bluebay BlueMountain BNP CLO (incl. Calyon CLO, RBS CLO, CIFC (incl. Deerfield, Cypress Tree) BNP Investment Manager Bosphorus Cairn Camares Candriam Investors (incl. Dexia AM) Capital Four Capital Source Carlyle (Par funds incl. Alpinvest, Claren Road) Carval Castle Hill CDPQ Challenger Life Company Chenavari Cheyne China Life CIFC Citadel CM-CIC Private Debt Cohen & Co Colonial First State Commonwealth Super Corporation CPP CPPIB CQS Crescent Capital / TCW CSAM CVC — Cordatus CVP Cyrus DE Shaw Delff Deutsche AM / DWS Deutsche IM Dignari Eaton Vance ECM ELO EQT Debt Fund Etera Mutual Euler Hermes European Capital Farakk Fidelity First State Super Franklin GIC GLG (incl. Tisbury Capital)/ Pemba Global Credit Advisers GoldenTree Goldman Sachs SSG Great Wall AMC GS PIA GSAM Guggenheim Gulf Central Agency HANA Halcyon Harbourvest Harvard Haymarket FinancialHenderson (incl. Gartmore) Henderson HESTA HIG Bayside Highbridge Highland Hume Partners ICG Idinvest IFM Ilmarinen Mutual Insight Investments Invesco (incl. Morgan Stanley IM (MSIM), Van Kampen) Internationale Kapitalanlagegesellschaft mbH for account of GOTH LOANS Investec King Street (CLO) KKR Credit (CLO) LEPI LFPI Lyxor M&G Investments (Pru M&G) Magnetar Marathon Masan Stevens MBK Metrics Credit Partners

117

Metlife Millennium Mirae AM Mirae Asset Daewoo Moore Muzinich MV Credit Napier Park Natixis CLO Neuberger Berman New Amsterdam Capital NIB CLO NIBC CLO / North Westerly NM Rothschild Northwestern Mutual Novator Oak Hill Oaktree CLO Och-Ziff Octagon Onex Perpetual PFA PGIM (Pramerica) Pimco Pine River Pinebridge (incl. AIG) Pioneer Post Advisory PSAMPark SquarePartners Group Putnam QIC R3 Capital Robus Capital Rothschild / Five Arrows Managers Sampo Sandell Asset Management SAS Trustee Corporation Seatown SCOR SE Siemens Bank GmbH Singapore Branch Siemens Financial Services Inc. Soros Soundpoint Capital Spire SSG State Street SwanCap Swiss RET Rowe Tahan Threadneedle Tikehau Tisbury Tokyo Star Bank Tor Investment Management TPG Credit Management Trafalgar Asset Managers UBS O’Connor Value Partners Varde Varma Mutual Pension Insurance Company Ver Capital VFMC Voya Waddell & Reed Wellington Westbourne Western Asset Management Company (WAMCO) Zurich

118

SCHEDULE 11

FORM OF EFFECTIVE DATE NOTICE

To:          The Parties to the Agreement

From:China Construction Bank (Asia) Corporation Limited (中國建設銀行(亞洲)股份有限公司) as Facility Agent

Dated:

[               ] — Senior Forward Start Term Loan Facility Agreement
dated [   ] (the Agreement)

1.We refer to paragraph (d) of Clause 1.6 (Conditions to Effective Date) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this notice.

2.The Facility Agent hereby confirms that the Effective Date occurred on [insert date].

[Facility Agent]

By:

119

SIGNATORIES

Borrower

WANDA SPORTS GROUP COMPANY LIMITED萬達體育集團有限公司

/s/ Zhang Lin

By: Zhang Lin

Title: Director

Project Golden Circle – Senior Forward
Start Term Loan Facility Agreement

Original Lender

MORGAN STANLEY SENIOR FUNDING, INC.

By: /s/ Diraj Joseph (Vice President)

Project Golden Circle – Senior Forward
Start Term Loan Facility Agreement

MORGAN STANLEY SENIOR FUNDING, INC.

ADMINISTRATIVE DETAILS

LEGAL NAME (signature block):	Morgan Stanley Senior Funding, Inc.
LEGAL ADDRESS:	1585 Broadway New York, NY 10036
TAX ID NUMBER:	13-3888640
CLOSING CONTACTS (Send all initial funding, closing, and upfront fee notices to):
CONTACTS:	Tripp Williams / Sunny Cui
ADDRESS:	46/F International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong
TELEPHONE:	852 3963 1668 / 852 3963 1913
TELECOPIER:	852 3407 5506
EMAIL ADDRESS:	loanopshk@morganstanley.com

DOCUMENTATION / INTRALINKS / SYNDTRAK AGENCY SITE CONTACTS (Send all credit documents, amendment/waiver requests, financial information, compliance certificates, etc. to each of the following contacts):

CONTACTS:	Tripp Williams / Sunny Cui
ADDRESS:	46/F International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong
TELEPHONE:	852 3963 1668 / 852 3963 1913
TELECOPIER:	852 3407 0407
EMAIL ADDRESS:	loandocshk@morganstanley.com

LOAN ADMINISTRATION CONTACTS (Send all borrowing, paydown, interest, commitment/facility/ lc fee, rollover, rate setting, termination notices, etc. to):

CONTACTS:	Tripp Williams / Sunny Cui
ADDRESS:	46/F International Commerce Centre, 1 Austin Road West Kowloon, Hong Kong
TELEPHONE:	852 3963 1668 / 852 3963 1913
TELECOPIER:	852 3748 0884
EMAIL ADDRESS:	aploanservicing@morganstanley.com
Please call below contacts for Call Back Verification
CONTACTS:	Terence Lean / Sunny Cui
TELEPHONE:	852 2848 1918 / 852 3963 1913
PAYMENT INSTRUCTIONS
USD:	MSSFI USD
TO:	CITIBANK, N.A. (SWIFT CODE: CITIUS33) NEW YORK, NY 10043
VIA:	ABA # 021-000-089
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	406-99-776
REF:	Deal Name
ATTN:	Loan Servicing
EUR:	MSSFI EUR
TO:	CHASE FF

SWIFT CODE:	CHASDEFX
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	6111601263
IBAN	DE97501108006111601263
REF	Deal Name
ATTN	Loan Servicing
GBP:	MSSFI GBP
TO:	HSBC BANK PLC
SWIFT CODE:	MIDLGB22
SORT CODE:	40-05-30
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	377-33-435
IBAN	GB88MIDL40051537733435
REF:	Deal Name
ATTN:	Loan Servicing
AUD:	MSSFI AUD
TO:	CITIBANK, MELBOURNE, AUSTRALIA
SWIFT CODE	CITIAU3X
BSB (BANK STATE BRANCH CODE):	242 000
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	204098-018
REF:	Deal Name
JPY:	MSSFI JPY
TO:	BANK OF TOKYO MITSUBISHI UFJ LTD
SWIFT CODE:	BOTKJPJT
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	653-0466050
REF:	Deal Name
HKD:	MSSFI HKD
TO:	STANDARD CHARTERED BANK HONG KONG
SWIFT CODE:	SCBLHKHH
ACCOUNT NAME:	MORGAN STANLEY SENIOR FUNDING, INC.
ACCOUNT NUMBER:	44707801195
REF:	Deal Name

Arranger

MORGAN STANLEY ASIA LIMITED

By: /s/ Diraj Joseph (Vice President)

Project Golden Circle – Senior Forward
Start Term Loan Facility Agreement

Facility Agent

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED
中國建設銀行(亞洲)股份有限公司

By:	/s/ Donna Healy
Donna Healy
By:	/s/ Donny Lam
Donny Lam

Project Golden Circle – Senior Forward
Start Term Loan Facility Agreement

Calculation Agent

CHINA CONSTRUCTION BANK (ASIA) CORPORATION LIMITED
中國建設銀行(亞洲)股份有限公司

By:	/s/ Donna Healy
Donna Healy
By:	/s/ Donny Lam
Donny Lam

Project Golden Circle – Senior Forward
Start Term Loan Facility Agreement

EX-10.10

Exhibit 10.10

Execution Version

Credit Facilities Agreement

dated May 18, 2018

by and between

Infront International Holdings AG
Grafenauweg 2, 6302 Zug, Switzerland

(IIHAG, Parent or Guarantor)

Infront Holding AG
Grafenauweg 2, 6302 Zug, Switzerland

(IHAG or Guarantor)

Infront Sports & Media AG
Grafenauweg 2, 6302 Zug, Switzerland

(ISMAG, Company, Borrower or Guarantor)

and

UBS Switzerland AG
Bahnhofstrasse 45, 8001 Zurich, Switzerland

(UBS, Mandated Lead Arranger, Underwriter, Bookrunner,

Agent, Security Agent or Original Lender)

UniCredit Bank AG
Arabellastrasse 12, 81925 Munich, Germany

(UniCredit, Mandated Lead Arranger, Underwriter, Bookrunner,

 Documentation Agent or Original Lender)

(IIHAG, IHAG, ISMAG and the Original Lenders, collectively

the Original Parties)

	Contents
1.	Definitions		10
2.	Interpretation		48
3.	The Facilities		49
	3.1	Facilities	49
	3.2	Lenders’ status, rights and obligations	49
	3.3	Obligors’ Agent	50
	3.4	Increase Option	51
4.	Purpose		56
	4.1	Purpose	56
	4.2	Monitoring	57
5.	Conditions of Utilisation		57
	5.1	Initial conditions precedent	57
	5.2	Further conditions precedent	57
	5.3	Optional Currency	57
	5.4	Maximum number of Loans	58
6.	Utilisation		58
	6.1	Delivery of a Utilisation Request	58
	6.2	Completion of a Utilisation Request	58
	6.3	Currency and amount	58
	6.4	Lenders’ participation	59
	6.5	Cancellation of Commitment	59
7.	Extension Options		59
	7.1	First Extension Option	59
	7.2	Second Extension Option	60
8.	Repayment		61
	8.1	Term Loan Facility	61
	8.2	RCF	62
9.	Prepayment and Cancellation		63
	9.1	Voluntary prepayments	63
	9.2	Illegality	64
	9.3	Change of Control	64
	9.4	Increased Costs, Tax Gross Up, and Tax Indemnity	64
	9.5	Mandatory prepayments	64
	9.6	Voluntary cancellations	66
	9.7	Break Costs	67
10.	Interest		67
	10.1	Calculation of interest	67
	10.2	Margin	67
	10.3	Payment of interest	69

2

	10.4	Default interest	69
	10.5	Recalculation of interest	69
	10.6	Notification of rates of interest	70
11.	Interest Periods		70
	11.1	Selection of Interest Periods	70
	11.2	Changes to Interest Periods	71
	11.3	Non-Business Days	71
12.	Changes to the calculation of interest		71
	12.1	Absence of quotations	71
	12.2	Market disruption	72
13.	Fees		73
	13.1	Commitment fee	73
	13.2	Agency fee	73
	13.3	Arrangement fee	73
14.	Tax gross-up and indemnity		73
	14.1	Tax gross-up	73
	14.2	Tax indemnity	75
15.	FATCA		76
	15.1	FATCA Information	76
	15.2	FATCA Deduction	79
16.	Increased Costs		79
	16.1	Increased costs	79
	16.2	Increased cost claims	80
	16.3	Exceptions	80
17.	Other Indemnities		81
	17.1	Currency indemnity	81
	17.2	Other Indemnities	81
	17.3	Indemnity to the Agent and the Security Agent	82
18.	Costs and Expenses		82
	18.1	Transaction expenses	82
	18.2	Amendment costs	82
	18.3	Enforcement costs	83
	18.4	Extension fee	83
19.	Guarantee		83
	19.1	Guarantee	83
	19.2	Nature of the Guarantee	83
	19.3	Continuing Guarantee	83
	19.4	Reinstatement	84
	19.5	Waiver of Defences	84
	19.6	Immediate Recourse	85
	19.7	Appropriations	85

3

	19.8	Deferral of Guarantors’ Rights	85
	19.9	Additional Security	86
	19.10	Limitation	87
20.	Representations and Warranties		89
	20.1	Status	89
	20.2	Binding obligations	89
	20.3	Non-conflict with other obligations	89
	20.4	Power and authority	90
	20.5	Validity and admissibility in evidence	90
	20.6	Compliance with laws	90
	20.7	Governing Law and Enforcement	90
	20.8	Compliance by shareholders	90
	20.9	Transactions	91
	20.10	No Insolvency	91
	20.11	Deduction of Tax	91
	20.12	No Filing or Stamp Taxes	92
	20.13	Non-Bank Rules	92
	20.14	No default	92
	20.15	No Proceedings	93
	20.16	Financial statements	93
	20.17	No use of funds for Restricted Persons	93
	20.18	Sanctions	94
	20.19	Anti-Corruption Laws and Anti-Money Laundering Laws	94
	20.20	Pari passu ranking	94
	20.21	No misleading information	95
	20.22	Times when representations made	95
21.	Information undertakings		95
	21.1	Financial information	95
	21.2	Compliance Certificate	97
	21.3	Requirements as to financial statements	97
	21.4	Information: miscellaneous	98
	21.5	Notification of Default	99
	21.6	Notification of Mandatory Prepayment	100
	21.7	Use of Websites	100
22.	Financial Covenants		101
	22.1	Leverage Ratio	101
	22.2	Minimum Equity	102
	22.3	Financial Testing	102
	22.4	Equity cure right	102
23.	General undertakings		103
	23.1	Authorisations	103

4

	23.2	Compliance with laws	103
	23.3	Acquisitions, mergers and joint ventures	103
	23.4	Change of business	104
	23.5	Compliance by shareholders	104
	23.6	Transactions	104
	23.7	Insurance	104
	23.8	Financial Indebtedness	105
	23.9	Loans or credits	105
	23.10	Guarantees	105
	23.11	Dividends and restricted payments	105
	23.12	Related party transactions	106
	23.13	Negative pledge	106
	23.14	Disposals	106
	23.15	Pari passu ranking	106
	23.16	Transactions	107
	23.17	Non-Bank Rules	107
	23.18	Taxation	107
	23.19	Financial statements	108
	23.20	Changes to Accounting Standards	108
	23.21	Centre of main interests	108
	23.22	Intellectual Property	108
	23.23	No use of funds for Restricted Persons	109
	23.24	Anti-Corruption Laws and Anti-Money Laundering Laws	109
	23.25	Condition Subsequent	110
24.	Events of Default		110
	24.1	Non-payment	110
	24.2	Financial Covenants	110
	24.3	Other obligations	110
	24.4	Misrepresentation	110
	24.5	Cross default	111
	24.6	Insolvency	112
	24.7	Insolvency proceedings	112
	24.8	Creditors’ process	113
	24.9	Ownership by Company of other Obligors	113
	24.10	Unlawfulness	113
	24.11	Invalidity or Unenforceability of Finance Documents	113
	24.12	Repudiation	113
	24.13	Audit qualification	114
	24.14	Material adverse change	114
	24.15	Acceleration	114
25.	Changes to the Lenders		114

5

	25.1	Assignments and Transfers by the Lenders	114
	25.2	Conditions of Assignment or Transfer	115
	25.3	Assignment or Transfer Fee	116
	25.4	Limitation of Responsibility of Existing Lenders	116
	25.5	Procedure for Transfer	117
	25.6	Procedure for Assignment	118
	25.7	Copy of Assignment Agreement or Transfer Agreement to the Obligors’ Agent	119
	25.8	Exposure transfer transactions	119
26.	Changes to the Obligors		120
27.	Role of the Agent		120
	27.1	Appointment of the Agent	120
	27.2	Duties of the Agent and the Security Agent	121
	27.3	No fiduciary duties	121
	27.4	Business with the Group	122
	27.5	Rights and discretions of the Agent	122
	27.6	Majority Lenders’ instructions	123
	27.7	Responsibility for documentation	123
	27.8	Exclusion of liability	124
	27.9	Lenders’ indemnity to the Agent	124
	27.10	Resignation of the Agent	124
	27.11	Relationship with the Lenders	126
	27.12	Credit appraisal by the Lenders	126
	27.13	Reference Banks	127
	27.14	Deduction from amounts payable by the Agent	127
	27.15	Security Agent	127
28.	Conduct of Business by the Finance Parties		127
29.	Replacement of Lender		128
30.	Sharing among the Finance Parties		130
	30.1	Payments to Finance Parties	130
	30.2	Redistribution of payments	130
	30.3	Recovering Finance Party’s rights	130
	30.4	Reversal of redistribution	131
	30.5	Exceptions	131
31.	Payment mechanics		132
	31.1	Payments to the Agent	132
	31.2	Distributions by the Agent	132
	31.3	Distributions to a Borrower	132
	31.4	Clawback	132
	31.5	Partial payments	133
	31.6	Business Days	133

6

32.	Set-off		133
33.	Contractual recognition of Bail-in		134
34.	Notices and language		134
	34.1	Notices	134
	34.2	Language	136
35.	Severability		137
36.	Remedies and waivers		137
37.	Amendments and waivers		137
	37.1	Required consents	137
	37.2	Exceptions	137
	37.3	Replacement of screen rate	139
38.	Confidentiality		140
	38.1	Confidential Information	140
	38.2	Release from bank secrecy	140
	38.3	Confidentiality of Reference Bank Quotations	140
39.	Counterparts		142
40.	Governing Law		142
41.	Jurisdiction		142

7

Schedules

Number	Name of Schedules
1	Original Parties
2	Conditions Precedent
3	Requests
4	Form of Transfer Agreement
5	Form of Assignment Agreement
6	Form of Compliance Certificate
7	Form of Increase Documents
8	Group Structure Chart

8

This credit facilities agreement is dated as of May 18, 2018, and made between:

1.Infront International Holdings AG, Grafenauweg 2, 6304 Zug, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-491.081.520 (IIHAG, Parent or Guarantor);

2.Infront Holding AG, Grafenauweg 2, 6304 Zug, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-109.900.324 (IHAG or Guarantor);

3.Infront Sports & Media AG, Grafenauweg 2, 6304 Zug, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-101.159.299 (ISMAG, Company, Borrower or Guarantor);

4.UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zurich under registration no. CHE-412.669.376, and licensed by the Swiss Financial Market Supervisory Authority FINMA as a bank and securities dealer (UBS, Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender); and

5.UniCredit Bank AG, Arabellastrasse 12, 81925 Munich, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Germany, registered with the Local Court of Munich under registration no. 42148 (UniCredit, Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender).

9

Section 1

Definitions and Interpretation

1.Definitions

In this Agreement:

10 Non-Bank Rule means the rule that the aggregate number of Lenders of a Borrower under this Agreement (respectively under any Loan if the Swiss Federal Tax Administration has confirmed that each Loan can be considered as a separate financing for Swiss Withholding Tax purposes) that are not Qualifying Banks must not at any time exceed 10 (ten), all in accordance with the Guidelines and the applicable legislation.

20 Non-Bank Rule means the rule that the aggregate number of creditors (including the Lenders), other than Qualifying Banks, of a Borrower under all its outstanding debt relevant for classification as debenture (Kassenobligation) with a maturity of more than one year must not at any time exceed 20 (twenty), all in accordance with the Guidelines and the applicable legislation.

Acceptable Bank means:

a)the Finance Parties;

b)a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency, whereby in case of a split rating, the higher rating prevails; or

c)any other bank or financial institution approved by the Agent.

Accepting Lender has the meaning given to it in Clause 3.4 (Increase Option).

Accession Agreement means an agreement substantially in the form set out in Part II of Schedule 7 (Form of Increase Documents).

Accounting Standards means:

10

a)regarding consolidated financial statements of the Group: IFRS; and

b)regarding stand-alone financial statements of each Obligor: generally accepted accounting principles in the jurisdiction of incorporation of the relevant Obligor.

Additional Availability Period means in relation to any Additional Term Loan Facility Commitment: the period from and including the Increase Date to and including the day that is 1 (one) Month after the Increase Date.

Additional Commitments means the Additional Term Loan Facility Commitment and the Additional RCF Commitment.

Additional Lender has the meaning given to it in Clause 3.4 (Increase Option).

Additional Term Loan Facility Commitment has the meaning given to it in Clause 3.4 (Increase Option).

Additional RCF Commitment has the meaning given to it in Clause 3.4 (Increase Option).

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.

Agency Fee Letter means the fee letter, dated April 19, 2018, between UBS in its capacity as Agent and the Company setting out the agency fee referred to in Clause 13.2 (Agency fee).

Agent’s Spot Rate of Exchange means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

Agreement means this EUR 450,000,000 credit facilities agreement, as amended from time to time, between IIHAG as Parent and Guarantor, IHAG as Guarantor, ISMAG as Company, Borrower and Guarantor, UBS as Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent and Original Lender and UniCredit as Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent and Original Lender as well as any other person becoming a Party hereto.

Anti-Corruption Laws means all laws of any jurisdiction, including and without limitation, prohibiting bribery, corruption, corrupt payment, offer, promise, or authorisation

11

of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, government employee or commercial entity to obtain a business advantage, including, but not limited to the UK Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977, each as amended, and other similar legislation in other jurisdictions (governmental or commercial).

Anti-Money Laundering Laws means all laws, rules and regulations related to the prevention of money laundering.

Assignment Agreement means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

Availability Period means in relation to:

a)the Term Loan Facility, the period from and including the date of this Agreement to and including the date which is 15 (fifteen) Business Days after the date of this Agreement or, in relation to any Additional Term Loan Facility Commitment, the Additional Availability Period; and

b)the RCF, the period from and including the date of this Agreement to and including the day that is 1 (one) Month before the Final Maturity Date.

Available Commitment means, in relation to a Facility, a Lender’s Commitment under that Facility minus its participation in the Loan Amount of any outstanding Loans under that Facility.

Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

Bail-in Action means the exercise of any Write-down and Conversion Powers.

Bail-in Legislation means:

a)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment

12

firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

b)in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

Base Currency means EUR.

Base Currency Amount means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is 3 (three) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) as adjusted to reflect any repayment or prepayment of a Loan.

Borrower means the Company.

Break Costs means the amount (if any) by which:

a)the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt by it of all or any part of its participation in a Loan Amount or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the Loan Amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

b)the amount which that Lender would be able to obtain by placing an amount equal to its participation in the Loan Amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period of such Loan.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Zurich and Frankfurt, and in relation to any date for payment or purchase of, or the fixing of an interest rate in relation to Euro (EUR): any TARGET Day.

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Capital Adequacy Requirement means a request or requirement relating to the maintenance of capital imposed on a Lender by the competent regulator or applicable regulation:

a)excluding one which is attributable to the implementation or application of or compliance with:

(i)the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (Basel II);

(ii)any other law or regulation in force on the date of this Agreement (including the Federal Ordinance on Capital Requirements and Risk Allocation of Banks and Securities Dealers (Eigenmittelverordnung), dated as of June 1, 2012 (Status as of January 1, 2018); and the FINMA Circular 2008|19 on Regulatory Capital Requirements for Credit Risks of Banks (Eigenmittelanforderungen für Kreditrisiken von Banken) dated as of November 20, 2008 as well as the FINMA Circular 2017|7 on Regulatory Capital Requirements for Credit Risks of Banks (Eigenmittelanforderungen für Kreditrisiken von Banken) dated as of December 7, 2016) which implements Basel II; or

(iii)“Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on December 16, 2010 (Basel III), to the extent respective implementing laws and regulations have been enacted as of the date of this Agreement and are applicable to the Finance Parties; but

b)including one which is attributable to the implementation (including implementation by way of an amendment to Basel II or Basel III) or application of or compliance with any other law or regulation not entered into force on the date of this Agreement (including amendments to the Federal Ordinance on Capital Requirements and Risk Allocation of Banks and Securities Dealers (Eigenmittelverordnung); the FINMA Circular 2013|1 on Regulatory Capital of Banks (Aufsichtsrechtlich anrechenbare Eigenmittel von Banken); or amendments to the FINMA Circular 2008|19 on Regulatory Capital Requirements for Credit Risks of Banks (Eigenmittelanforderungen für

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Kreditrisiken von Banken) or to the FINMA Circular 2017|7 on Regulatory Capital Requirements for Credit Risks of Banks (Eigenmittelanforderungen für Kreditrisiken von Banken) dated as of December 7, 2016).

Cash means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group, in case of an Obligor an account with an Acceptable Bank, to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:

a)that cash is repayable on demand;

b)repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;

c)there is no Security over that cash except for any Permitted Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements; and

d)the cash is freely and immediately available.

Cash Equivalent means at any time:

a)certificates of deposit maturing within 1 (one) year after the relevant date of calculation and issued by an Acceptable Bank;

b)any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within 1 (one) year after the relevant date of calculation and not convertible or exchangeable to any other security;

c)commercial paper not convertible or exchangeable to any other security:

(i)for which a recognised trading market exists;

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(ii)issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)which matures within 1 (one) year after the relevant date of calculation; and

(iv)which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

d)any investment in money market funds which:

(i)have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited; and

(ii)invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above,

to the extent that investment can be turned into cash on not more than 30 (thirty) days’ notice; or

e)any other debt security approved by the Majority Lenders,

in each case to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Security Agreements).

Change of Control means Wanda ceases to directly or indirectly hold, via direct or indirect shareholdings in the Parent, 50.1% of the voting rights in the Parent.

Clause means any clause of this Agreement.

Closing Date means the date on which the first Utilisation of the Facilities occurs.

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CO means the Swiss Federal Code of Obligations (Schweizerisches Obligationenrecht, OR) of March 30, 1911, as amended from time to time (SR 220).

Code means the US Internal Revenue Code of 1986.

Commitment means a Term Loan Facility Commitment or a RCF Commitment.

Compliance Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

Confidential Information means all information relating to any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

a)any member of the Group or any of its advisers; or

b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly 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:

(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidentiality);

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

(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

Default means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the

17

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.

Designated Website has the meaning given to it in Clause 21.7 (Use of Websites).

Discharged Rights and Obligations has the meaning set forth in Clause 25.5 (Procedure for Transfer).

EBITDA means, in respect of a relevant period, earnings before interest, taxes, depreciation and amortisation as set forth in the relevant financial statements.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

Equity means shareholders’ equity per the balance sheet (including minority interests and add-back of goodwill amortisations (without impairments) accumulated since closing of the Acquisition) plus Shareholder Loans (including accrued interest thereon).

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Euro and EUR means the single currency unit of the member states of the European Union that adopts or has adopted, and in each case continues to adopt, the Euro as its lawful currency in accordance with legislation of the European Union relating to the Economic and Monetary Union.

EURIBOR means:

a)the Euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or on a substitute screen);

b)if no rate is available on the corresponding Reuters screen (or on a substitute screen) for the relevant Interest Period, but for shorter or longer interest periods, the rate to be determined by the Agent by way of interpolation

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between the rates of the next shorter and next longer interest period for which a rate is available; or

c)if the rate cannot be determined according to (a) or (b) above, the arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of one sixteenth of one percent (1/16%)) of the rates as supplied to the Agent at its request quoted by the Reference Banks for the relevant Interest Period.

all of the foregoing as of 11:00 a.m. (Brussels time) on the Quotation Day and, if that rate is less than zero, EURIBOR shall be deemed to be zero.

Event of Default means any event or circumstance specified as such in Clause 24 (Events of Default).

Existing Credit Facilities Agreement means the credit facilities agreement dated July 27, 2016, pursuant to which Wanda Sports Finance Ltd., Hong Kong, provided IIHAG with a USD 470,000,000 facility, with an actual outstanding amount of USD 470,000,000 as of March 31, 2018, on-lent to the Company on July 27, 2016, in an amount of USD 470,000,000 with an actual outstanding amount of EUR 381,462,543.63 as of March 31, 2018.

Extension Request means a written request substantially in the form set out in Part III of Schedule 3 (Requests) or any other form agreed between the Borrower and the Lenders.

Extension Option means the First Extension Option or the Second Extension Option.

Facility means each of the Term Loan Facility and the RCF (together the Facilities).

FATCA means:

a)sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

b)any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement be-tween the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph a) above; or

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

FATCA Application Date means:

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

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

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

or, in each case, such other date from which such payment may be-come subject to a deduction or withholding required by FATCA as a re-sult 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.

Fee Letters means any agreement setting out fees payable to a Finance Party in connection with the Facilities or are referred to in Clause 3.4 (Increase Option) or Clause 13 (Fees) of this Agreement or under any other Finance Document.

Final Maturity Date means in relation to a Facility, the Initial Maturity Date, or, if applicable the First Extended Maturity Date, or, if applicable, the Second Extended Maturity Date.

Finance Documents means:

a)this Agreement;

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b)any Compliance Certificate;

c)any Utilisation Request;

d)any Selection Notice;

e)any Extension Request;

f)any Increase Request;

g)any Increase Agreement;

h)any Accession Agreement;

i)any Hedging Agreement;

j)any Security Agreement;

k)any Fee Letter;

l)any written waiver or amendment relating to any of the foregoing documents, including any waiver granted by the Agent in the name and on behalf of the Lenders; and

m)any other document designated as such by the Agent and the Borrower.

Finance Party means each of the Mandated Lead Arrangers, Underwriters, Bookrunners, the Agent, the Security Agent, Lenders and the Hedge Counterparties.

Financial Covenants has the meaning given to it in Clause 22 (Financial Covenants).

Financial Indebtedness means any indebtedness for or in respect of:

a)moneys borrowed and debit balances at banks or other financial institutions;

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

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

d)the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Standards, be treated as a finance or capital lease;

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

f)any amount raised under any other transaction (including any forward sale or deferred purchase agreement) of a type not referred to in any other paragraph of this definition classified as borrowing under the applicable Accounting Standards;

g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

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

i)without double-counting, the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

First Currency has the meaning given to it in Clause 17.1 (Currency indemnity).

First Extended Maturity Date has the meaning given to it in Clause 7.1 (First Extension Option).

First Extension Option has the meaning given to it in Clause 7.1 (First Extension Option).

Group means the Parent and its Subsidiaries.

Group Structure Chart means:

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a)as of the date of the Agreement, a structure chart of the Group as set out in Schedule 8 (Group Structure Chart);

b)thereafter, the structure chart of the Group most recently delivered pursuant to sub-paragraph (e)(iii) of Clause 21.1 (Information: miscellaneous).

Guarantee means the guarantee as set forth in Clause 19 (Guarantee).

Guarantor means each of the Guarantors.

Guidelines means together:

a)the guidelines S-02.122.1 in relation to bonds of April 1999 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.122.1 vom April 1999 betreffend “Obligationen”);

b)the guidelines S-02.123 in relation to inter-bank transactions of September 22, 1986 as issued by the Swiss Federal Tax Administration (Merkblatt S-02.123 vom 22. September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger Banken sind (“Interbankguthaben”));

c)the guidelines S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt S-02.128 vom Januar 2000 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen”);

d)the guidelines S-02.130.1 in relation to accounts receivable of Swiss debtors of April 1999 (Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner”);

e)the circular letter No. 15 in relation to bonds and derivative financial instruments of October 3, 2017 (Kreisschreiben Nr. 15 vom 3. Oktober 2017 betreffend Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer sowie der Stempelabgaben); and

f)the circular letter No. 34 of July 26, 2011 (1-034-V-2011) in relation to customer credit balances (Kreisschreiben Nr. 34 (“Kundenguthaben”) vom 26. Juli 2011),

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in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration, and taking into consideration any amendment of the

Hedge Counterparty means:

a)UBS or UniCredit; or

b)any other Lender becoming a Hedge Counterparty after the date of this Agreement.

Hedging Agreement means any master agreement, confirmation, schedule or other agreement entered into or to be entered into by the Borrower and a Hedge Counterparty for the purpose of hedging the types of liabilities and|or risks in relation to the Term Loan Facility and the RCF.

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

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

Increase Agreement means an agreement substantially in the form set out in Part I of Schedule 7 (Form of Increase Documents).

Increase Date has the meaning given to it in Clause 3.4 (Increase Option).

Increasing Lender has the meaning given to it in Clause 3.4 (Increase Option).

Increase Option means the request pursuant to Clause 3.4 (Increase Option) to increase the Total Term Loan Facility Commitments or the Total RCF Commitments.

Increase Period means the period from and including the date of this Agreement to and including the day that is 12 (twelve) Months before the Final Maturity Date.

Increase Request means a notice substantially in the form set out in Part IV of Schedule 3 (Requests).

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Initial Maturity Date means June 30, 2021.

Intellectual Property means:

a)any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

b)the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods).

Investments means investments in tangible, intangible and financial assets;

Legal Reservations means:

a)the limitation of enforcement by laws relating to insolvency or reorganisation and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;

b)the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of acquiescence, set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction;

c)any matters which are set out as qualifications or reservations as to matters of law in the legal opinions rendered in accordance with the Finance Documents;

d)the principle that a Swiss court may not give effect to an indemnity for legal costs incurred where the court has made an order for costs and fees; and

e)similar principles, rights and defences as to matters of law under the laws of any other jurisdiction to the extent that they are relevant and applicable.

Lender means:

25

a)any Original Lender; and

b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 25 (Changes to the Lenders) or Clause 3.4 (Increase Option),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

Leverage Ratio means at any time Net Senior Debt to consolidated EBITDA (EBITDA on a rolling basis for the previous 12 (twelve) Months).

LIBOR stands for “London Interbank Offered Rate” administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) and means the interest rate per annum (applied by the Agent) which, in relation to any relevant amount utilised and outstanding:

a)is displayed as the applicable interest rate for a period comparable to the relevant Interest Period on the Reuters screen “LIBOR” (or on a substitute screen) as of 11:00 a.m. (London time) on each Quotation Day; or

b)if no rate is available on the corresponding Reuters screen (or on a substitute screen) for the relevant Interest Period, but for shorter or longer interest periods, the rate to be determined by the Agent by way of interpolation between the rates of the next shorter and next longer interest period for which a rate is available; or

c)if the rate cannot be determined according to (a) or (b) above, the arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of one sixteenth of one percent (1/16%)) of the rates as supplied to the Agent at its request quoted by the Reference Banks as of 11:00 a.m. (London time) on the Quotation Day for the relevant Interest Period.

Loan means a Term Loan or a RCF Loan.

Loan Amount means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan, adjusted to reflect any repayment, prepayment, consolidation or division of the Loan.

Major Service Contracts means:

26

a)FIFA Asian media rights agreement between Fédération Internationale de Football Association (FIFA) and Infront Football Media Pte Ltd, dated October 26, 2011, as assigned from ISMAG to Infront Football Media Pte. Ltd., with a current contract term until 2022 or as extended from time to time;

b)FIFA production agreement between Fédération Internationale de Football Association (FIFA) and HOST BROADCAST SERVICES (HBS) AG, dated February 13, 2006, as assigned and amended from time to time, with a current contract term until 2022 or as extended from time to time;

c)Lega Calcio Football media rights agreement between Lega Nazionale Professionisti Serie A and Infront Italy SpA, dated April 29, 2014, with a current contract term until June 30, 2021 or as extended from time to time; and

d)any other service contract entered into by a member of the Group with (i) a contract volume exceeding EUR 100,000,000 p.a. and (ii) a contract term exceeding 3 (three) years.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3 per cent of the Total Commitments immediately prior to the reduction).

Management Program means the management incentive program governed by the Investment and Shareholders Agreement dated July 7, 2015, initially signed by several subsidiaries of Wanda and several individual member of the Group’s management, as assigned and amended from time to time.

Mandate Letter means the mandate letter, dated April 19, 2018, between the Mandated Lead Arrangers and the Company setting out, inter alia, the arrangement fee referred to in Clause 13.3 (Arrangement fee).

Margin has the meaning set forth in Clause 10.2 (Margin).

Market Disruption Event has the meaning set forth in Clause 12.2 (Market disruption).

Material Adverse Effect means a material adverse effect on:

27

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

b)the ability of an Obligor to perform its obligations under the Finance Documents; or

c)the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

Minimum Equity has the meaning given to it in Clause 22.2 (Minimum Equity).

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

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

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

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

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

Net Senior Debt means, at any time, the aggregate amount of moneys borrowed and debit balances at banks or other financial institutions or moneys borrowed under any debt capital market instrument as set forth in the relevant financial statements, including, but not limited to:

a)acceptance credits;

b)moneys raised under or pursuant to bonds, notes, debentures, loan stock or any similar instrument;

28

c)receivables sold or discounted (if not sold on a non-recourse basis);

d)counter-indemnity obligation in respect of a guarantee, indemnity, bond and a documentary letter;

e)other amounts raised (e.g., redeemable shares and classified as borrowings under the applicable Accounting Standards);

f)any liability under an advance or deferred purchase agreement, except for pre-agreed payment schedules relating to rights, purchase, sale and service agreements in the ordinary course of business; and

g)any financial lease obligations (unless arising due to application of new IFRS 16 accounting standard);

excluding equity equivalents (such as shareholder loans subordinated in accordance with article 725 para. 2 CO or any equivalent regulation under applicable foreign law,

and minus Cash and Cash Equivalents,

excluding such proceeds from equity equivalents (such as subordinated shareholder loans) which are still freely available and not yet invested.

New Lender has the meaning set forth in Clause 25 (Changes to the Lenders).

Non-Bank Rules means, together, the 10 Non-Bank Rule and the 20 Non-Bank Rule.

Non-Consenting Lender has the meaning set forth in Clause 29 (Replacement of Lender).

Obligor means the Borrower and the Guarantors.

Obligors’ Agent has the meaning set forth in Clause 3.3 (Obligors’ Agent).

Optional Currency means a currency (other than the Base Currency) which complies with the conditions set out in Clause 5.3 (Optional Currency).

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Paper Form Finance Party has the meaning given to it in Clause 21.7 (Use of Websites).

Participating Member State means any member state of the European Union that has EUR as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

Party means a party to this Agreement.

Permitted Acquisitions means:

a)mergers between:

(i)Obligors;

(ii)Pledged Companies;

(iii)Obligors and members of the Group whereby

(A)the Obligor is the surviving entity; and

(B)the value of the Obligor is not materially adversely affected as a result of such merger;

(iv)members of the Group which are not an Obligor;

provided in each case under (i) through (iv) that:

(A)any and all assets shall be transferred to the surviving entity;

(B)if new shares have to be issued, all such new shares shall be subscribed by the surviving entity; and

(C)the surviving entity shall continue to have the liabilities of the ceasing entity.

b)an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Reorganisation.

c)the incorporation of a company which on incorporation becomes a member of the Group, but only if:

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(i)the company is incorporated with limited liability in a member state of the EU, an EFTA country or an OECD country which is not a Restricted Country; and

(ii)the shares in the company are directly or indirectly wholly-owned by an Obligor, Security over the shares in that company, in form and substance satisfactory to the Agent, is created in favour of the Security Agent within 30 day of the date of its incorporation;

d)acquisitions, investments and joint ventures at a time when no Default has occurred and is continuing and in which the acquired company, business or undertaking is incorporated or established in a member state of the EU, an EFTA country or an OECD country which is not a Restricted Country, provided, that

(i)for an acquisition, investment and joint venture the overall value of which exceeds EUR 25,000,000 and for which the purchase price is payable in Cash or Cash Equivalent (incl. deferred payment but excl. a potential earn-out payment) the Company shall provide a confirmation to the Lenders of the target entity’s positive EBITDA for the past twelve-months period (including reasonably assumed synergies capped at a maximum of 30% of the annual EBITDA of the target entity) and a pro-forma confirmation of the compliance with the Financial Covenants for four financial quarters (thereof two testing dates following the proposed acquisition, investment and joint venture); and

(ii)during the term of this Agreement the aggregate amount of all acquisitions, investments and joint ventures shall not exceed EUR 150,000,000.

e)other acquisitions, investments and joint ventures entered into with the prior written consent of the Majority Lenders.

Permitted Disposal means any sale, lease, licence, transfer or other disposal:

a)made in the ordinary course of trading or in the ordinary course of business of the disposing entity including the granting of licences  with suppliers and customers;

b)of assets (other than shares or the business of a member of the Group or any Obligor, or material Intellectual Property required for the business of

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the Group) in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for Cash or Cash Equivalent);

c)of Cash Equivalent for Cash or in exchange for other Cash Equivalent;

d)of any asset from an Obligor or Pledged Company to another Obligor or Pledged Company;

e)of any asset (other than shares) to or from an Obligor to or from a  Pledged Company by way of granting licenses (at arms’ length terms) in the ordinary course of business;

f)amongst members of the Group which are not an Obligor or a Pledged Company;

g)of any asset from a member of the Group to an Obligor or Pledged Company;

h)of any asset (other than shares) from a member of the Group which is neither an Obligor nor a Pledged Company to an Obligor or a Pledged Company by way of granting licenses (at arms’ length terms) in the ordinary course of business;

i)of any asset as a result of a Permitted Security, a Permitted Loan, a Permitted Transaction or a Permitted Reorganisation;

j)of any obsolete or redundant asset (other than shares or the business of a member of the Group and/or any Obligor or material Intellectual Property required for the business of the Group);

k)of treasury shares in connection with the Planned Treasury Share Transfer;

l)of any asset with the prior written consent of the Majority Lenders; and

m)where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (a) to (k) above) does not exceed EUR 5,000,000 (or its equivalent in another currency or currencies) in any financial year.

Permitted Guarantee means:

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a)the Guarantee;

b)any guarantee made in the ordinary course of business by a member of the Group for the benefit of another member of the Group;

c)any contractual guarantee by a member of the Group for the benefit of a business partner (other than shareholders or affiliates thereof), granted in connection with any rights, purchase, sale and service agreements entered into in the ordinary course of business;

d)any guarantee made in the ordinary course of business by a member of the Group for the benefit of a party which is not a member of the Group (except shareholders or affiliates thereof), so long as the aggregate amount of such guarantees including the aggregate amount of Permitted Loans pursuant to paragraph (c) of the definition “Permitted Loans” does not exceed EUR 10,000,000 (or its equivalent in any other currency or currencies) at any time;

e)any guarantee made in connection with Permitted Indebtedness pursuant to paragraphs (a) to (k) of the definition “Permitted Indebtedness”, provided however, that in case of paragraph (k) only guarantees by the Obligors for unsubordinated capital markets instruments in the aggregate maximum amount of EUR 100,000,000 at any time shall be permitted;

f)the endorsement of negotiable instruments in the ordinary course of trade;

g)any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;

h)any guarantee of a joint venture to the extent permitted by Clause 23.3 (Acquisitions, mergers and joint ventures);

i)any guarantee permitted under Clause 23.8 (Financial Indebtedness);

j)any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (b) of the definition of “Permitted Security”;

k)customary indemnities granted to directors and officers of a member of the Group (in their capacity as such) by any member of the Group;

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l)any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition, Permitted Reorganisation or Permitted Disposal which indemnity is in a customary form and subject to customary limitations.

Permitted Indebtedness means Financial Indebtedness:

a)existing under the Existing Credit Facilities Agreement until 1 (one) Business Day after the Closing Date;

b)arising under the Finance Documents;

c)due to advances or deferred purchase prices in connection with pre-agreed payment schedules relating to purchase agreements in the ordinary course of business;

d)in connection with foreign exchange transactions (other than for speculative purposes);

e)of an acquired company in case of a Permitted Acquisition;

f)due to a deferred purchase price payment in connection with a Permitted Acquisition;

g)by members of the Group under financing leases (other than lease liabilities included due to implementation of IFRS16) in the aggregate maximum amount of EUR 10,000,000 at any time;

h)by members of the Group for bilateral bank loans in the aggregate maximum amount of EUR 10,000,000 at any time;

i)by members of the Group for bank guarantees (e.g., advance payments, guarantees or performance bonds) in the aggregate maximum amount of EUR 30,000,000 at any time;

j)by the Company for capital markets instruments in the aggregate maximum amount of EUR 100,000,000 at any time, or,

provided capital markets instruments exceeding the amount of EUR 100,000,000 are

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(i)subordinated to all creditors of the Company,

(ii)not repayable before the Final Maturity Date and

(iii)no interest is payable on such instruments before the Final Maturity Date,

the aggregate maximum amount of such capital market instruments shall be increased to EUR 150,000,000;

k)arising under pension or post-employment benefit schemes;

l)under any Permitted Loan or Permitted Guarantee; and

m)any Financial Indebtedness incurred with the prior written consent of the Majority Lenders.

Permitted Loans means:

a)existing commitments to shareholders not exceeding EUR 10,000,000;

b)any loan made in the ordinary course of business by a member of the Group to another member of the Group;

c)any loan made in the ordinary course of business by a member of the Group to a party which is not a member of the Group (except shareholders and affiliates thereof), so long as the aggregate amount of such loans including the aggregate amount of Permitted Guarantees pursuant to paragraph (d) of the definition of “Permitted Guarantee” does not exceed EUR 10,000,000 (or its equivalent in any other currency or currencies) at any time;

d)any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

e)Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Indebtedness;

f)a loan made to a joint venture to the extent permitted by Clause 23.3 (Acquisitions, mergers and joint ventures);

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g)a loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group (other than the Parent);

h)any loan made by an Obligor to a member of the Group which is not an Obligor so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed EUR 20,000,000 (or its equivalent) at any time;

i)any intra-group loan made by the Parent to the Company;

j)any Security or Quasi-Security which arises under any non-recourse factoring or similar transaction permitted by paragraph (g) of the definition of Permitted Financial Indebtedness to the extent granted by the relevant Obligor over assets comprised within or constituted by such arrangements;

k)a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed EUR 2,500,000 (or its equivalent) at any time;

l)any loan (other than a loan made by a member of the Group to another member of the Group) not permitted pursuant to the preceding paragraphs, so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed EUR 5,000,000 (or its equivalent) at any time; and

m)any loan granted with the prior written consent of the Majority Lenders.

Permitted Non-Qualifying Bank Lenders means Lenders which are not Qualifying Banks but have been approved as Lenders by the Obligors’ Agent.

Permitted Payment means any payment of a dividend, charge, fee or other distribution from an Obligor to a shareholder or Affiliates thereof that constitutes one of the following:

a)loans out;

b)repayment and interest payments on shareholder loans; and

c)dividends;

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provided that such payment or distribution is only permitted to the extent that it is made out of sufficient net income of the Group generated in the previous last full financial year and the Leverage Ratio (on a pro-forma LTM basis after payment) is equal or less than 2.5x.

Permitted Reorganisation means a reorganisation or liquidation involving the business or assets of, or shares of (or other interests in), any member of the Group (other than the Company) on a solvent basis where:

a)all of the business and assets of (or other interests in) the relevant member of the Group continue to be owned directly or indirectly by the Company in the same or a greater percentage as prior to such reorganisation; and

b)no Material Adverse Effect will occur as a result of such reorganisation.

Permitted Security means:

a)any Security made in the ordinary course of business by a member of the Group to another member of the Group;

b)any Security made in connection with Permitted Indebtedness pursuant to paragraphs (a) to (k) of the definition “Permitted Indebtedness”, provided however, that in case of paragraph (k) only any Security by the Obligors for unsubordinated capital markets instruments in the aggregate maximum amount of EUR 100,000,000 at any time shall be permitted;

c)any Security made over tangible assets in the ordinary course of business to a business partner (other than shareholders or affiliates thereof) not exceeding EUR 10,000,000;

d)any right of set-off arising under contracts in the ordinary course of trading of the Group’s day-to-day business with its suppliers and customers (but not as a result of any default or omission by any member of the Group);

e)until 1 (one) Business Day after the Closing Date, Security or Quasi-Security under the Existing Credit Facilities Agreement;

f)any Security or Quasi-Security entered into pursuant to any Finance Document;

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g)any Security or Quasi-Security arising by operation of law or regulation (but not as a result of any default or omission by any member of the Group);

h)any Security or Quasi-Security over any rental deposits or concession payments in respect of any property leased or licensed by an Obligor in the ordinary course of business, up to an aggregate amount of EUR 5,000,000 over the term of this Agreement;

i)any Security arising as a consequence of any letter of credit or bank guarantee being a Permitted Indebtedness;

j)any Security being the result of provisions in the general terms and conditions of Qualifying Banks;

k)any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balance, limited to accounts with the relevant bank which is subject to these respective arrangements;

l)any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Group for the purpose of:

(i)hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or

(ii)its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only;

excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

m)any (i) Security over Cash paid into an escrow or similar account in connection with a Permitted Disposal or Permitted Acquisition (provided the amount of cash is not higher than the amount of consideration permitted to paid under the relevant disposal and|or acquisition qualifying a Permitted Disposal or Permitted Acquisition) or (ii) Security or Quasi-Security in respect of Financial Indebtedness the incurrence and amount of which is permitted in connection with a Permitted Acquisition;

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n)any Security or Quasi-Security over or affecting any asset acquired by a member of the Group (or over any asset of any company which becomes a member of the Group) after the date of this Agreement if the Security or Quasi-Security is removed or discharged within 6 (six) Months of the date such acquisition; and

o)any Security provided with the prior written consent of the Majority Lenders.

Planned Treasury Share Transfer means the contemplated transfer of 3.13% of treasury shares of the Parent to any shareholder or affiliated company.

Pledged Company, and collectively, the Pledged Companies, means each of:

a)ISMAG;

b)Infront Pan-Asia Holding Pte. Ltd., a private company limited by shares, incorporated under the laws of the Republic of Singapore with registration no. 201414179D and with its registered office at 600 North Bridge Road, #12-09/10, Parkview Square, Singapore (188778);

c)Infront Football Media Pte. Ltd., a private company limited by shares, incorporated under the laws of the Republic of Singapore with registration no. 201415134N and with its registered office at 600 North Bridge Road, #12-09/10, Parkview Square, Singapore (188778);

d)Infront Italy Holding SpA, Via Deruta 20, 20132 Milano, Italy, Società per Azioni, incorporated and organised under the laws of the Republic  of Italy, registered with the Companies’ Register of Milano no.05401390967;

e)Infront Italy SpA, Via Deruta 20, 20132  Milano, Italy, Società per Azioni, incorporated and organised under the laws of the Republic of Italy, registered with the Companies’ Register of Milano under no.12515360159; and

f)HOST BROADCAST SERVICES (HBS) AG, Grafenauweg 2, 6302 Zug, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-101.092.784.

Qualifying Bank means:

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a)any bank as defined in the Swiss Federal Banks and Savings Institutions (Sparkassen) Act dated 8 November 1934, as amended from time to time; and

b)any person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch.

Quasi-Security means:

a)any sale, transfer or other disposal of any asset by an Obligor on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

b)any sale, transfer or other disposal of any receivables by an Obligor on recourse terms;

c)the entry into any arrangement by an Obligor under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

d)the entry into any other preferential arrangement by an Obligor having a similar effect,

in each case, under circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

Quotation Day means, in relation to any period for which an interest rate is to be determined:

a)if the currency is Euro: two TARGET Days before the first day of that period; or

b)for any other currency, two Business Days before the first day of that period.

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RCF means the revolving credit facility made available under this Agreement as described in Clause 3 (The Facilities) and as increased from time to time in accordance with Clause 3.4 (Increase Option).

RCF Commitment means:

a)in relation to an Original Lender, the amount set opposite its name under the heading “RCF Commitment” in Schedule 1 Part II (Original Parties) plus the aggregate amount of any other RCF Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 3.4 (Increase Option); and

b)in relation to any other Lender, the aggregate amount of any RCF Commitment (as defined under paragraph a) of this definition) transferred to it under this Agreement or assumed by it in accordance with Clause 3.4 (Increase Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

RCF Loan means a loan made or to be made under the RCF or the principal amount outstanding for the time being of that loan.

Reference Bank means each of UBS and UniCredit or such other entities as may be appointed by the Agent in consultation with the Company.

Reference Bank Quotation means any quotation supplied to the Agent by a Reference Bank.

Relevant Interbank Market means the London interbank market.

Relevant Obligations has the meaning set forth in Clause 25.6 (Procedure for Assignment).

Repeating Representations means each of the representations set out in Clause 20 (Representations), other than the representations contained in paragraph a) and b) of Clause 20.21 (No misleading information).

Replacement Lender has the meaning set forth in Clause 29 (Replacement of Lender).

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Replacement Rate has the meaning set forth in Clause 37.3 (Replacement of screen rate).

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

Restricted Country means any country or region subject from time to time to any country-wide or territory-wide sanctions or trade embargos administrated by any Sanctioning Authority. Currently these are Cuba, Iran, North Korea, Sudan, Syria and Crimea.

Restricted Finance Party means every Finance Party that notifies the Agent that it is a Restricted Finance Party for purposes of this Agreement.

Restricted Finance Party Clause means each of Clause 20.17 (No use of funds for Restricted Persons); Clause 20.18 (Sanctions); and Clause 23.23 (No use of funds for Restricted Persons).

Restricted Person means a person, entity, or any other party, including, without limitation, official or de facto authorities (i) located, domiciled, resident, incorporated or operating in a Restricted Country, or (ii) subject to any sanctions lists administrated by any Sanctioning Authority, or (iii) owned or controlled by a person, entity or any other party as defined in (i) and (ii) hereinbefore.

Rollover Loan means one or more RCF Loans:

a)made or to be made on the same day that a maturing RCF Loan is due to be repaid;

b)the aggregate amount of which is equal to or less than the maturing RCF Loan;

c)in the same currency as the maturing RCF Loan; and

d)made or to be made to the same Borrower for the purpose of refinancing a maturing RCF Loan.

Sanctioning Authority means any authority issuing or administrating sanctions and embargos in the United Nations, the European Union, Germany, the Republic of Singapore (e.g. the Monetary Authority of Singapore), Switzerland (e.g. the

42

State Secretariat for Economic Affairs of Switzerland and / or the Directorate of Public International Law), the United States of America (e.g. the Office of Foreign Asset Control of the US Department of Treasury) and any authority issuing or administrating sanctions and embargos in any other applicable country notified from time to time by a Lender for the purposes of the Finance Documents.

Sanctions means any economic, financial or trade sanctions laws, regulations, executive orders restrictive measures or other sanctions requirements enacted, administered, imposed, enforced or publicly notified.

Second Currency has the meaning given to it in Clause 17.1 (Currency indemnity).

Second Extended Maturity Date has the meaning given to it in Clause 7.2 (Second Extension Option).

Second Extension Option has the meaning given to it in Clause 7.2 (Second Extension Option).

Secured Parties means the Finance Parties.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Agent means UBS Switzerland AG or any successor in its capacity as security agent under any Security Agreement.

Security Agreements means:

a)a Swiss law governed share pledge agreement, between IHAG as pledgor and the Security Agent, relating to all of the shares in ISMAG;

b)a Swiss law governed share pledge agreement, between ISMAG as pledgor and the Security Agent, relating to all of the shares in HOST BROADCAST SERVICES (HBS) AG;

c)a Singapore law governed share charge agreement, between ISMAG as chargor and the Security Agent, relating to all of the shares in Infront Pan-Asia Holding Pte. Ltd. (the Share Charge (IPAHPL));

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d)a Singapore law governed share charge agreement, between Infront Pan-Asia Holding Pte. Ltd. as chargor and the Security Agent, relating to all of the shares in Infront Football Media Pte. Ltd. (the Share Charge (IFMPL));

e)an Italian law governed share pledge agreement, between ISMAG as pledgor and the Security Agent, relating to all of the shares in Infront Italy Holding SpA;

f)an Italian law governed share pledge agreement, between Infront Italy Holding SpA as pledgor and the Security Agent, relating to all of the shares in Infront Italy SpA;

g)a Swiss law governed security assignment agreement, between ISMAG as assignor and the Security Agent, relating to intercompany receivables;

h)a Swiss law governed security assignment agreement, between HOST BROADCAST SERVICES (HBS) AG as assignor and the Security Agent, relating to intercompany receivables;

i)a Singapore law governed security assignment agreement, between Infront Pan-Asia Holding Pte. Ltd. as assignor and the Security Agent, relating to intercompany receivables;

j)a Singapore law governed security assignment agreement, between Infront Football Media Pte. Ltd. as assignor and the Security Agent, relating to intercompany receivables;

k)an Italian law governed security assignment agreement, between Infront Italy Holding SpA as assignor and the Security Agent, relating to intercompany receivables; and

l)an Italian law governed security assignment agreement, between Infront Italy SpA as assignor and the Security Agent, relating to intercompany receivables.

Security Providers means each of the security providers under the Security Agreements.

Selection Notice means a written notice delivered to the Agent in accordance with Clause 11.1 (Selection of Interest Periods) in relation to any Loan, substantially in the form set forth in Part II of Schedule 3 (Requests), or any other form agreed between the Borrower and the Agent.

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Shortfall has the meaning given to it in Clause 3.4 (Increase Option).

Subsidiary means at the relevant time of determination, an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 (fifty) per cent of the voting rights or similar right of ownership or which needs to be consolidated in group-wide financial statements pursuant to the Accounting Standards; and “control” for the purpose of this definition means the direct or indirect power to direct the management and the policies of the entity whether through the ownership of voting rights, direct or indirect representation on the board or the senior management of the entity, by contract or otherwise.

Sum has the meaning given to it in Clause 17.1 (Currency indemnity).

Swiss Federal Tax Administration means the Swiss federal tax administration (Eidgenössische Steuerverwaltung), with address Eigerstrasse 65, 3003 Berne, Switzerland.

Swiss Withholding Tax means any withholding tax levied in accordance with the Swiss Federal Anticipatory Tax Act of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), as amended from time to time.

TARGET Day means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007 (TARGET2) is open for the settlement of payments in Euro.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

Total Commitments means the aggregate of the Total Term Loan Facility Commitments and the Total RCF Commitments (including, for the avoidance of doubt, the aggregate Additional Commitments from time to time), being EUR 450,000,000 at the date of this Agreement.

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Term Loan Facility means the senior amortising term loan facility made available under this Agreement as described in Clause 3 (The Facilities) and as increased from time to time in accordance with Clause 3.4 (Increase Option).

Term Loan Facility Commitment means:

a)in relation to an Original Lender, the aggregate amount set opposite its name under the heading “Term Loan Facility Commitment” in Schedule 1 Part II (Original Parties) plus the aggregate amount of any other Term Loan Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 3.4 (Increase Option); and

b)in relation to any other Lender, the aggregate amount of any Term Loan Commitment (as defined under paragraph a) of this definition) transferred to it under this Agreement or assumed by it in accordance with Clause 3.4 (Increase Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

Term Loan means a loan made or to be made under the Term Loan Facility or the principal amount outstanding for the time being of that loan.

Term Loan Facility Repayment Date has the meaning given to it in Clause 8.1 Term Loan Facility).

Total RCF Commitments means the aggregate of the RCF Commitments.

Total Term Loan Facility Commitments means the aggregate of the Term Loan Facility Commitments.

Transfer Agreement means an agreement substantially in the form set out in Schedule 4 (Form of Transfer Agreement).

Transfer Date means, in relation to an assignment or a transfer, the later of:

a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Agreement; and

b)the date on which the Agent executes the relevant Assignment Agreement or the Transfer Agreement.

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Unpaid Sum means any sum due and payable but unpaid by a Borrower under the Finance Documents.

US Tax Obligor means

a)a Borrower which is resident for tax purposes in the US; or

b)a Party (other than the Finance Parties) some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

Utilisation means a utilisation of a Facility.

Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

Utilisation Request means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

Wanda means Dalian Wanda Group Co Ltd, Dalian, People’s Republic of China.

Website Finance Party has the meaning given to it in Clause 21.7 (Use of Websites).

Write-down and Conversion Powers means:

a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

b)in relation to any other applicable Bail-In Legislation:

(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had

47

been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)any similar or analogous powers under that Bail-In Legislation.

2.Interpretation

a)Unless a contrary indication appears, any reference in this Agreement to:

(i)each Mandated Lead Arranger, Underwriter, Bookrunner, and the Agent, the Security Agent, any Finance Party, any Lender, any Obligor, any Borrower, any Guarantor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)“assets” includes present and, if relevant, future properties, revenues and rights of every description;

(iii)a Finance Document, or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, extended, restated, supplemented or novated from time to time;

(iv)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality);

(vi)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(vii)a provision of law is a reference to that provision as amended or re-enacted; and

(viii)a time of day is a reference to Zurich time.

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b)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

c)A Default or an Event of Default is “continuing” if it has not been remedied.

3.The Facilities

3.1Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower:

a)the Term Loan Facility: a senior amortising term loan facility in the amount of EUR 350,000,000; and

b)the RCF: a senior revolving credit facility in the amount of EUR 100,000,000.

3.2Lenders’ status, rights and obligations

a)Lenders’ status:

(i)each Original Lender represents and warrants that as of the date hereof it is a Qualifying Bank; and

(ii)any Lender which has become a Party in accordance with Clause 25 (Changes to the Lenders) represents and warrants that as of the date of such transfer it is a Qualifying Bank, except if it is a Permitted Non-Qualifying Bank Lender or if an Event of Default has occurred and is continuing.

b)Lenders’ rights and obligations:

(i)The Lenders form a simple partnership (Einfache Gesellschaft) as per article 530 et seq. CO for the purpose of granting the Facilities under this Agreement. However, the obligations of each Lender under the Finance Documents are several and not joint and the Lenders

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explicitly waive, and the other parties acknowledge and agree that there shall not be, joint and several liabilities (Solidarhaftung) provided for in article 544 CO.

(ii)Failure by a Lender to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Lender is responsible for the obligations of any other Lender under the Finance Documents and no Lender may be held responsible for any other Lender’s failure to perform its obligations under the Finance Documents.

(iii)The Lenders do not form a community of creditors (Gläubigergemeinschaft) and are neither joint and several creditors (Solidargläubiger) nor joint creditors (Gesamtgläubiger). The rights of each Lender under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Lender from a Borrower shall be a separate and independent debt. Each Lender may, except as otherwise provided in the Finance Documents, separately enforce its rights under the Finance Documents, independent of any other Lender, provided that if any Lender commences proceedings in respect of the Finance Documents, it shall promptly notify the other Lenders.

3.3Obligors’ Agent

a)Each Obligor hereby appoints the Company to act on its behalf as its agent (the Obligors’ Agent) in relation to the Finance Documents and authorizes:

(i)the Obligors’ Agent on its behalf to supply all information concerning itself contemplated by any Finance Document to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect such Obligor, without further reference to or the consent of that Obligor; and

(ii)each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Obligors’ Agent,

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and in each case each Obligor shall be bound as though such Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

Any revocation of, or resignation by, the Obligors’ Agent shall only be binding on the Finance Parties upon written notice to the Agent.

b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3.4Increase Option

a)The Borrower may, during the Increase Period, by delivery to the Agent of a duly completed Increase Request, request:

(i)an increase in the Total Term Loan Facility Commitments (each such increase an Additional Term Loan Facility Commitment) in the aggregate of up to EUR 100,000,000; and

(ii)an increase in the Total RCF Commitments (each such increase an Additional RCF Commitment) in the aggregate amount of up to EUR 50,000,000,

provided that, the aggregate amount of Additional Commitments shall not exceed EUR 100,000,000.

b)The proposed date of the increase in the Total Term Loan Facility Commitments and the Total RCF Commitments must be a Business Day falling not less than 30 (thirty) Business Days after the date of the notice and within the Increase Period (the Increase Date).

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c)Following receipt of a notice from the Company under paragraph (a) above, upon notice by the Agent, each Lender shall have the right, but not the obligation, within 20 (twenty) Business Days, to confirm (on a credit-approved basis) the maximum amount of the requested Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be, it is prepared to make available which, for the avoidance of doubt, may be more than its pro rata share of the Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be (calculated as the proportion of that Lender’s Term Loan Facility Commitment to the Total Term Loan Facility Commitments or the proportion of that Lender’s RCF Commitment to the Total RCF Commitment, as the case may be) (each Lender that agrees to assume an Commitment in accordance with this Clause is an Increasing Lender).

d)If:

(i)one or more of the Lenders confirm that they are not willing to provide any amount of the requested Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be, or less than its pro rata share or fails to respond to the Company within the period referred to in paragraph (c) above (the relevant amount being a Shortfall); and

(ii)pursuant to paragraph (c) above one or more of the other Lenders (each an Accepting Lender) confirms that it is willing to provide more than its pro rata share of the Additional Term Loan Commitment or Additional RCF Commitment, as the case may be,

the Agent shall allocate the Shortfall to the Accepting Lenders:

(A)first, to each Accepting Lender in each case up to the maximum amount specified by that Accepting Lender pursuant to paragraph (c) above; and

(B)if any balance of the Shortfall remains after paragraph (A) above, to any Accepting Lender which has confirmed under paragraph (c) above that it is prepared to make available an amount of the Additional Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be, sufficient to satisfy the Shortfall.

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e)If, notwithstanding paragraph (d) above, the Increasing Lenders (when taken together) have not offered to make available the whole of the requested Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be, then the Company may offer the Shortfall that remains in respect of the proposed Additional Term Loan Facility Commitment or Additional RCF Commitment to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (any such entity agreeing (on a credit approved basis) to assume the Shortfall in an Additional Term Loan Facility Commitment or Additional RCF Commitment being an Additional Lender). Neither the Agent nor any Lender shall have any obligation to find an Additional Lender.

f)The Company may not offer terms to any proposed Additional Lender which are more favourable (including, without limitation, in respect of any fees payable in respect thereof) than those proposed by an Increasing Lender in accordance with paragraph (c) above.

g)Following the process specified in paragraphs (c) to (f) above, the Additional Term Loan Facility Commitment or the Additional RCF Commitment will be provided:

(i)if some or all of the Lenders agreed to be Increasing Lenders in amounts sufficient to fulfil the Additional Term Loan Facility Commitment or the Additional RCF Commitment, by the Increasing Lenders; and|or

(ii)if the Lenders did not agree to be Increasing Lenders in amounts sufficient to fulfil the Additional Term Loan Facility Commitment or the Additional RCF Commitment, by the Additional Lenders,

in each case, confirmed by the Company to the Agent as being accepted by it.

h)The amount of the Total Term Loan Facility Commitments shall be increased on the Increase Date (specified by the Company in the Increase Request) by the amount of the Additional Term Loan Facility Commitment and the amount of the Total RCF Commitment shall be increased on the

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Increase Date (specified by the Company in the Increase Request) by the amount of the Additional RCF Commitment, provided that:

(i)The Company has delivered to the Agent a certificate, dated as of the Increase Date, signed by an authorised signatory, confirming that:

(A)utilising the relevant Additional Term Loan Facility Commitment or Additional RCF Commitment in full would not breach any borrowing limit on the Company; and

(B)such increase shall not cause any guarantee limit applicable to the Company to be breached.

(ii)The Agent has received, for each Additional Lender and Increasing Lender, a duly completed original (which each Additional Lender or Increasing Lender (as applicable) must have executed) of each certificate in substantially the form provided in:

(A)Part I of Schedule 7 (Form of Increase Documents) in respect of any Increasing Lender, and

(B)Part II of Schedule 7 (Form of Increase Documents) in respect of any Additional Lender.

(iii)In relation to an Additional Lender which is not a Lender immediately prior to the relevant increase, the Agent has performed all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Term Loan Facility Commitment or Additional RCF Commitment by that Additional Lender, the completion of which the Agent shall promptly notify to the Company and the Additional Lender.

(iv)No Event of Default is continuing on the Increase Date and no Event of Default will occur as a result of the Additional Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be, being made available; and

(v)The Company has paid to the Agent (for the account of the Increase Lenders) any arrangement fee agreed in respect of the Additional

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Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be.

provided that if the conditions set out in sub-paragraphs (i) to (v) inclusive are not satisfied on the Increase Date, such increase shall take effect on the first subsequent date on which the Agent confirms to the Lenders and the Company that all of the conditions described in sub-paragraph (i) to (v) above have been met and satisfied.

i)On the Increase Date, provided that the conditions set out in paragraphs (a) through (h) above have been met:

(i)each Obligor and each Additional Lender shall assume obligations towards one another and|or acquire rights against one another as each Obligor and each Additional Lender would have assumed and|or acquired had that Additional Lender been an Original Lender;

(ii)each Additional Lender shall become a party as a Lender and each Additional Lender and each of the Finance Parties shall assume obligations towards one another and acquire rights against one another as that Additional Lender and those Finance Parties would have assumed and|or acquired had that Additional Lender been an Original Lender; and

(iii)the Commitments of the other Lenders shall continue in full force and effect (if applicable, increased pursuant to this Clause 3.4 (Increase Option).

j)Other than in respect of any arrangement fee agreed with the Increasing Lenders, which shall be equally set for all Increasing Lenders, each Additional Term Loan Facility Commitment or Additional RCF Commitment, as the case may be, will be provided and borrowed under the terms and conditions set out in this Agreement applicable to the Term Loan Faciltiy or the RCF, as the case may be.

k)Nothing in this Clause 3.4 (Increase Option) shall oblige any Lender to increase its Commitment at any time.

l)The Lenders hereby authorise the Agent to execute the necessary documents to ensure that the Additional Term Loan Facility Commitment or the

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Additional RCF Commitment of the Additional Lenders or the Increasing Lenders, as the case may be, are assumed in accordance with this Clause 3.4 (Increase Option).

m)Each Obligor confirms:

(i)the authority of the Company to request and implement the increase of the Commitments in accordance with the procedures and up to the amounts permitted by this Agreement; and

(ii)that all its guarantee and indemnity obligations as set out in Clause 19 (Guarantee), Clause 17 (Other Indemnities) or any other Clause or any other Finance Document will extend to include the Additional Term Loan Facility Commitment or the Additional RCF Commitment, as the case may be, of the Additional Lenders or the Increasing Lenders, as the case may be, that are committed in accordance with this Clause 3.4 (Increase Option).

4.Purpose

4.1Purpose

a)Term Loan Facility: The Borrower shall apply all amounts borrowed by it under the Term Loan Facility towards:

(i)Repayment of outstanding amounts under the Existing Credit Facilities Agreement;

(ii)Settlement of related cross currency swap positions in an amount of EUR 54,633,507 as of March 31, 2018 (subject to currency fluctuations of the cross currency swap positions and outstanding amounts under the Existing Credit Facilities Agreement); and

(iii)payment of costs incurred in connection with the arranging and the execution of the Finance Documents.

b)RCF: The Borrower shall apply all amounts borrowed by it under the RCF towards the purposes outlined in paragraph (a) above, general corporate purposes of the Group and the financing of Permitted Acquisitions.

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4.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

5.Conditions of Utilisation

5.1Initial conditions precedent

The Lenders will only be obliged to comply with Clause 6.4 (Lenders’ participation) in relation to any Loan if on or before the Utilisation Date for that Loan, the Agent has received all of the documents and other evidence in form and substance satisfactory to the Agent. The Agent shall notify the Obligors’ Agent and the Lenders promptly upon being so satisfied.

5.2Further conditions precedent

Subject to Clause 5.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 6.4 (Lenders’ participation) in relation to a Loan, if on the date of the Utilisation Request and on the proposed Utilisation Date:

a)in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

b)the Repeating Representations to be made by each Obligor are true.

5.3Optional Currency

A currency will constitute an Optional Currency in relation to a RCF Loan if it is:

a)CHF or USD;

b)Or any other currency which has been approved by all the Lenders and is readily available and freely convertible into EUR in the wholesale market for that currency.

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5.4Maximum number of Loans

a)Term Loan Facility: the Borrower may not deliver a Utilisation Request if as a result of the proposed Loan more than 5 (five) Term Facility Loans would be outstanding.

b)RCF: the Borrower may not deliver a Utilisation Request if as a result of the proposed Loan more than 10 (ten) RCF Loans would be outstanding.

6.Utilisation

6.1Delivery of a Utilisation Request

Subject to paragraph b) below, the Borrower may utilise the Facilities at any time during the Availability Period by delivery to the Agent of a duly completed Utilisation Request by no later than 11:00 a.m. 3 (three) Business Days (or less, if agreed upon with the Agent) prior to the proposed Utilisation Date.

6.2Completion of a Utilisation Request

a)Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Facility to be utilised;

(ii)the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii)the currency and amount of the proposed Loan comply with Clause 6.3 (Currency and amount); and

(iv)the proposed Interest Period complies with Clause 11 (Interest Periods).

b)Only one Loan may be requested in each Utilisation Request.

6.3Currency and amount

a)The currency specified in an Utilisation Request must be the Base Currency or (in relation to a RCF Loan only) the Optional Currency.

b)The amount of the proposed Loan must be in relation to a:

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(i)Term Facility Loan: an amount which is not more than the Available Facility and which is a minimum of EUR 10,000,000; and

(ii)RCF Loan: an amount which is not more than the Available Facility and which is a minimum of EUR 5,000,000 or the appropriate equivalent in an Optional Currency.

c)The RCF may only be utilised in an Optional Currency which is USD up to an aggregate amount of half of the Total RCF Commitment.

6.4Lenders’ participation

a)If the conditions set out in this Agreement have been met, and subject to rollover, each Lender shall make its participation in each Loan available by the Utilisation Date.

b)The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

c)The Agent shall determine the Base Currency Amount of each Loan which is to be made in a currency other than the Base Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by 16:00 2 (two) Business Days prior to the Utilisation Date.

6.5Cancellation of Commitment

Each Available Commitment which, at that time, is unutilised shall be cancelled at the end of its Availability Period.

7.Extension Options

7.1First Extension Option

a)In respect of the Facilities, the Borrower may request that the Initial Maturity Date be extended for a further period of 12 (twelve) Months (the First Extended Maturity Date) by delivery to the Agent of an Extension Request no earlier than the date which is 24 (twenty-four) Months from the date of this Agreement and no less than 90 (ninety) Business Days before the Initial Maturity Date, it being understood that if the First Extended Maturity

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Date is not a Business Day, the First Extended Maturity Date shall be the preceding Business Day (the First Extension Option).

b)Provided that:

(i)all Lenders consent to the proposed extension in writing and within 10 (ten) Business Days upon receipt of the Extension Request pursuant to paragraph (a) above; and

(ii)no Event of Default is continuing on the Initial Maturity Date;

following delivery of the Extension Request, the Initial Maturity Date shall (without the need for any further action by any person) be extended to the First Extended Maturity Date.

c)An Extension Request is irrevocable.

d)The Borrower shall pay an extension fee in accordance with Clause 18.4 (Extension fee).

7.2Second Extension Option

a)In respect of the Facilities, the Borrower may request that the First Extended Maturity Date be extended for a further period of 12 (twelve) Months (the Second Extended Maturity Date) by delivery to the Agent of an Extension Request no earlier than the date which is 36 (thirty-six) Months from the date of this Agreement and no less than 90 (ninety) Business Days before the First Extended Maturity Date, it being understood that if the Second Extended Maturity Date is not a Business Day, the Second Extended Maturity Date shall be the preceding Business Day (the Second Extension Option).

b)Provided that:

(i)all Lenders consent to the proposed extension in writing and within 10 (ten) Business Days upon receipt of the Extension Request pursuant to paragraph (a) above; and

(ii)no Event of Default is continuing on the First Extended Maturity Date;

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following delivery of the Extension Request, the First Extended Maturity Date shall (without the need for any further action by any person) be extended to the Seconded Extended Maturity Date.

c)The Second Extended Maturity Date cannot be further extended.

d)An Extension Request is irrevocable.

e)The Borrower shall pay an extension fee in accordance with Clause 18.4 (Extension fee).

8.Repayment

8.1Term Loan Facility

a)The Borrower shall repay Term Loans without further notice in the half-yearly instalments indicated in the table below by repaying on each repayment date (the Term Loan Facility Repayment Date) an amount which may not be re-borrowed and which reduces the uncancelled Available Facility in relation to the Term Loan Facility by the amount set out opposite the respective Term Loan Facility Repayment Date in the table below:

Term Loan Facility Repayment  Date	Amount
March 31, 2019	EUR	10,000,000
September 30, 2019	EUR	11,000,000
March 31, 2020	EUR	12,000,000
September 30, 2020	EUR	13,000,000
March 31, 2021	EUR	14,000,000
Initial Maturity Date	EUR	290,000,000

b)If the Initial Maturity Date is extended pursuant to Clause 7 (Extension Options), the Borrower shall continue to repay Term Loans without further notice in half-yearly instalments of EUR 14,000,000, for the first time on September 30, 2021. The remainder of the then outstanding amounts under the Term Loan Facility shall be repaid on the Final Maturity Date.

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c)If the Total Term Loan Facility Commitments are increased pursuant to Clause 3.4 (Increase Option), the Borrower shall continue to repay Term Loans in half-yearly instalments in accordance with paragraphs (a) and (b) above. The remainder of the then outstanding amounts under the Term Loan Facility, including, for the avoidance of doubt, Loans under the Additional Term Loan Facility Commitment, shall be repaid on the Final Maturity Date.

8.2RCF

a)Subject to paragraph (b) below, the Borrower shall repay any outstanding RCF Loan as well as any other Unpaid Sum relating to the RCF no later than on the last day of the current Interest Period of the respective RCF Loan.

b)Without prejudice to the Borrower’s obligation under paragraph (a) above, if one or more Rollover Loans are to be made available to the Borrower in relation to a maturing RCF Loan, the aggregate amount of the new Rollover Loan shall be treated as if applied in or towards repayment of the maturing RCF Loan so that:

(i)if the amount of the maturing Loan exceeds the aggregate amount of the new Rollover Loans:

(A)the Borrower will only be required to pay an amount in Cash in the relevant currency equal to that excess; and

(B)each Lender’s participation (if any) in the new Rollover Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing RCF Loan and that Lender will not be required to make its participation in the new Rollover Loans available in Cash; and

(ii)if the amount of the maturing RCF Loan is equal to or less than the aggregate amount of the new Rollover Loans:

(A)the Borrower will not be required to make any payment in Cash; and

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(B)each Lender will be required to make its participation in the new Rollover Loans available in Cash only to the extent that its participation (if any) in the new Rollover Loans exceeds that Lender’s participation (if any) in the maturing RCF Loan and the remainder of that Lender’s participation in the new Rollover Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing RCF Loan.

9.Prepayment and Cancellation

9.1Voluntary prepayments

a)The Borrower may, subject to not less than 10 (ten) Business Days’ prior notice to the Agent, and subject to Break Costs, prepay any Term Loan at the end of an Interest Period, in whole or in part, but, if in part, in amounts not less than EUR 10,000,000. Such voluntary prepayment is to be applied against the scheduled repayments of the Term Loan Facility in inverse chronological order.

b)The Borrower may, subject to not less than 10 (ten) Business Days’ prior notice to the Agent, and subject to Break Costs, prepay any RCF Loan at the end of an Interest Period, in whole or in part, but, if in part, in amounts of not less than EUR 10,000,000.

c)Any notice of prepayment of a Loan given by a Borrower under this Clause 9.1 (Voluntary prepayments) shall be irrevocable and shall specify the amount of that prepayment and the date or dates upon which the relevant prepayment is to be made.

d)Any prepayment of a Loan shall be made together with accrued interest on the amount prepaid, any related Unpaid Sum and, subject to any Break Costs, without premium or penalty.

e)The Borrower may not re-borrow any part of the Term Loan Facility voluntarily prepaid.

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9.2Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, that Lender shall promptly notify the Agent upon becoming aware of that event and, upon the Agent notifying the Obligors’ Agent, that Lender’s Commitment in the respective Facility shall immediately be cancelled and the Borrower under the respective Facility shall repay that Lender’s participation in the respective Loan.

9.3Change of Control

Upon a Change of Control without the express written consent of all the Lenders:

a)the Company shall promptly notify the Agent upon becoming aware of that event; and

b)if a Lender so requires, subject to not less than 15 (fifteen) calendar days prior notice to the Agent, the Agent shall cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and such outstanding amounts will become immediately due and payable.

9.4Increased Costs, Tax Gross Up, and Tax Indemnity

The Company may cancel the Commitment of and prepay any Lender that makes a claim under Clause 14 (Tax gross-up and indemnity) and Clause 16 (Increased Costs).

9.5Mandatory prepayments

a)If one of the following events occurs, the Borrower shall make mandatory prepayments (each a Mandatory Prepayment) towards the Facility then outstanding within the periods and to the extent specified below:

(i)upon a refinancing of all or any part of any Facility, the Borrower shall promptly repay all amounts outstanding under the Agreement in full and the Facilities shall be cancelled;

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(ii)if the Company receives proceeds pursuant to any debt raising (including by way of loans, bonds, promissory notes and private placements), the Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of any such debt raising, except in case of:

(A)proceeds under the Increase Option pursuant to Clause 3.4 (Increase Option);

(B)Permitted Indebtedness in the cases of paragraph (h), (i) and (j) of the definition of that term; or

(C)Permitted Indebtedness in the case of paragraph (j) of the definition of that term, provided the Leverage Ratio of the Group was below 3.0x in the most recent Compliance Certificate prior to such debt raising.

(iii)if the Company or any of its Subsidiaries receives proceeds from any listing or any other equity transaction not resulting in a Change of Control, the Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of such listing or equity transaction.

(iv)if the Company or any member of the Group receives proceeds from an asset disposal or a series of related asset disposals exceeding an aggregate amount of EUR 15,000,000 (or the equivalent thereof in another currency), the Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of any such asset disposals, except if:

(A)the relevant disposal of assets (other than shares or businesses) occurs in the ordinary course of business;

(B)the relevant disposal of assets occurs among members of the Group;

(C)the net proceeds of the relevant disposal are reinvested within 12 Months; or

(D)if the Leverage Ratio of the Group was below 3.0x in the most recent Compliance Certificate to such disposal.

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or

(v)if a RCF Loan is utilized in an Optional Currency and if the equivalent Base Currency Amount of the outstanding amounts under such RCF Loans exceeds the Commitments under the respective Facilities by more than 5% (the Excess Amount) as a result of currency fluctuations, the respective Borrower shall, upon the Agent’s request, (i) within 5 (five) Business Days and irrespective of the Interest Periods of the RCF Loans, prepay a RCF Loan or RCF Loans in the amount of the Excess Amount or (ii) deposit the Excess Amount as Cash collateral on a separate account to be held with the Agent, which is herewith pledged in favour of the Finance Parties as a Security for the relevant Borrower’s obligations under the Finance Documents.

b)Such Mandatory Prepayments are to be applied:

(i)against the scheduled repayments of the Term Loan Facility (other than the repayment scheduled on the Final Maturity Date) in inverse chronological order and thereafter against the prospective remainder of the then outstanding amounts on the Final Maturity Date; and

(ii)following full repayment of the Term Loan Facility, against the outstanding Loans under the RCF.

c)Conditions of Mandatory Prepayments are:

(i)any mandatory prepayment shall be made together with any Unpaid Sum and, subject to any Break Costs, without premium or penalty; and

(ii)the Borrower may not re-borrow any Facility mandatorily prepaid.

9.6Voluntary cancellations

Each Borrower may, if it gives the Agent not less than 10 (ten) Business Days’ prior notice, cancel the whole or any part (being a minimum amount of EUR 10,000,000 ) of an Available Facility. Any cancellation under this Clause 9.6 (Voluntary cancellations) shall reduce the Commitments of each of the Lenders rateably under that Facility.

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9.7Break Costs

a)Each Borrower shall, within 3 (three) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

10.Interest

10.1Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

a)Margin (as defined in Clause 10.2 (Margin)); and

b)EURIBOR or, in relation to a Loan in any other currency than EUR, LIBOR (if such amount is positive, whereby if the rate is negative, a rate of zero (0.0) per cent per annum will be applied).

Interest shall be calculated on an actual|360-basis, i.e., the actual number of days elapsed per Month against a 360 days-year.

10.2Margin

The margin (the Margin) applicable on all of the Loans shall be determined as follows:

a)The Margin shall be determined based on the Compliance Certificate related to the consolidated unaudited quarterly financial statements of the Group.

b)Up and until the time when the rate is to be determined pursuant to paragraph c) below, the Margin shall be 2.25% p.a.

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c)After receipt by the Agent of a Compliance Certificate in accordance with Clause 21.1 (Financial information) and Clause 21.2 (Compliance Certificate), for the first time on September 30, 2018, and provided no Default has occurred and provided the Leverage Ratio falls within the range set out below, the Margin will be calculated and, if needed adjusted, as follows (relating to the consolidated unaudited quarterly financial statements of the Group):

Leverage Ratio	Margin per annum
> 3.75x	3.25%p.a.
> 3.25x	2.75%p.a.
> 2.75x	2.50%p.a.
> 2.25x	2.25%p.a.
> 1.75x	2.00%p.a.
< 1.75x	1.75%p.a.

d)In the event that the Margin is to be adjusted following receipt by the Agent of a Compliance Certificate in accordance with Clause 21.1 (Financial information) and Clause 21.2 (Compliance Certificate), the new Margin shall apply:

(i)to any new Loan; and

(ii)in respect of Loans already made, starting on the next interest payment date pursuant to Clause 10.3 (Payment of interest),

in each case as of the fifth Business Day after receipt of the relevant Compliance Certificate by the Agent.

e)if, following receipt by the Agent of the annual audited financial statements of the Group pursuant to paragraph (b)(i) of Clause 21.1 (Financial information) and the related Compliance Certificate, that Compliance Certificate shows that a higher or lower rate of Margin should have applied during a certain period, then the Margin shall be adjusted for that period and interest

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payments for the next Interest Period shall be increased or decreased accordingly with respect to Lenders still participating in the relevant Facility (in case of a Margin reduction, the relevant amount shall be set-off with interest payments owed in relation to the next Interest Period at a time practically possible for the Agent).

10.3Payment of interest

a)Each Borrower to which a Loan has been made shall pay accrued interest on each Loan (i) quarterly, and (ii) on the last day of each Interest Period.

b)If the Interest Period is not exceeding 6 (six) Months, each Borrower shall pay accrued interest on the last day of each Interest Period only.

10.4Default interest

Upon the occurrence and during the continuance of a Default or if a Compliance Certificate has not been delivered when due, the Margin shall automatically be the highest rate set out in Clause 10.2 (Margin) increased by 200 (two hundred) basis points per annum.

10.5Recalculation of interest

a)If a Tax Deduction should be required by Swiss law to be made by the Borrower in respect of any interest payable by it under this Agreement and should paragraph (b) of Clause 14.1 (Tax gross-up) be unenforceable for any reason (other than as a result of the application of one of the exclusions in paragraph (f) of Clause 14.1 (Tax gross-up)), the applicable interest rate in relation to that interest payment shall be (i) the interest rate which would have applied to that interest payment (as provided for in Clause 10.1 (Calculation of interest)) in the absence of this Clause 10.5 divided by (ii) 1 minus the rate at which the relevant Tax Deduction is required to be made (where the rate at which the relevant Tax Deduction is required to be made is for this purpose expressed as a fraction of 1 rather than as a percentage) and (a) that the Borrower shall be obliged to pay the relevant interest at the adjusted rate in accordance with this Clause 10.5 and (b) all references to a rate of interest in Clause 10.1 (Calculation of interest) shall be construed accordingly.

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b)If and to the extent that any interest payment should become subject to Swiss Withholding Tax, each relevant Finance Party and the Borrower shall cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authorities) to the extent possible and necessary for the Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or to them being subject to the lowest possible Tax Deduction and to ensure that any person which is entitled to a full or partial re-fund under any applicable double taxation treaty is so refunded. In the event Swiss Withholding Tax is refunded to a Finance Party by the Swiss Federal Tax Administration, the relevant Finance Party shall forward, after deduction of any related costs, such amount to the Borrower.

10.6Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

11.Interest Periods

11.1Selection of Interest Periods

a)A Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or, regarding Loans already made, in a Selection Notice.

b)The Interest Periods selected for a Term Loan may be: 3 (three) Months or 6 (six) Months or any other Interest Periods subject to the consent of the Agent and all the Lenders.

c)The Interest Periods selected for a RCF Loan may be: 1 (one) Month, 2 (two) Months, 3 (three) Months or 6 (six) Months or any other Interest Periods subject to the consent of the Agent and all the Lenders.

d)An Interest Period for a Loan may not extend beyond the Final Maturity Date. The Agent may shorten any Interest Period so it does not extend beyond the Final Maturity Date.

e)The Interest Period of a Loan lasts from the Utilisation Date of the respective Loan to the last day of the respective Interest Period. Each of the following

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Interest Periods of the respective Loan lasts from the last day of the preceding Interest Period to the last day of the respective Interest Period. For interest calculation purposes, the last day of each Interest Period will not be considered.

11.2Changes to Interest Periods

a)The Borrower may change the Interest Periods applicable to Loans per the end of the respective Interest Period by submitting to the Agent a Selection Notice substantially in the form as set forth in Part II of Schedule 3 (Requests).

b)Each Selection Notice is irrevocable and must be delivered to the Agent by the relevant Borrower to which a Loan has been made not later than 11:00 a.m. 3 (three) Business Days (or less, if agreed upon with the Agent) before the last day of the current Interest Period.

c)If a Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be 1 (one) Month and the Repeating Representations will be deemed to be repeated on the first day of the relevant Interest Period.

11.3Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

12.Changes to the calculation of interest

12.1Absence of quotations

Subject to Clause 12.2 (Market disruption), if LIBOR or, if applicable, EURIBOR is to be determined by reference to the Reference Banks, but a Reference Bank does not supply a Reference Bank Quotation by 11:00 a.m. on the Quotation Day, the applicable LIBOR or EURIBOR shall be determined on the basis of the quotations of the remaining Reference Banks, provided there are more than one remaining Reference Banks.

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12.2Market disruption

a)If a Market Disruption Event (as defined below) occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the sum of:

(i)the Margin; and

(ii)the rate notified to the Agent by that Lender as soon as practicable and in any event within 5 (five) Business Days after the Agent’s notification of the Market Disruption Event, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

b)If a Market Disruption Event in the sense of paragraph (ii) of the definition Market Disruption Event occurs, the funding rate of the Lenders that are not affected by the Market Disruption Event shall be calculated in accordance with Clause 10.1 (Calculation of interest).

c)The Agent shall notify the Obligors’ Agent and the Lenders promptly upon any Market Disruption Event. If a Market Disruption Event occurs and the Agent or the Obligors’ Agent so requires, the Agent and the Obligors’ Agent shall enter into negotiations (for a period of not more than 30 (thirty) calendar days) with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis agreed shall, with the prior consent of all the Lenders and the Obligors’ Agent, be binding on all Parties.

d)For the purposes of this Agreement, a Market Disruption Event means each of the following events:

(i)at or about noon on the Quotation Day for the relevant Interest Period LIBOR or, if applicable, EURIBOR is to be determined by reference to the Reference Banks and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR or, if applicable, EURIBOR for the relevant currency and Interest Period; or

(ii)before close of business in Zurich on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that

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Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR.

13.Fees

13.1Commitment fee

a)The Company shall pay, or shall cause a member of the Group to pay, to the Agent (for the account of each Lender) a fee computed at a rate of 35 per cent of the applicable Margin for the relevant Facility per annum on each Lender’s average Available Commitment under the respective Facilities, for the Availability Period, calculated on the basis of the actual number of calendar days elapsed and a year of 360 calendar days.

b)The accrued commitment fee is payable quarterly in arrear during the Availability Period and on the last day of the Availability Period.

c)If an amount of any Facility is cancelled, the commitment fee is calculated based on the amount cancelled and is payable at the time cancellation is effective.

13.2Agency fee

The Obligors’ Agent shall pay, or shall cause a member of the Group to pay, to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

13.3Arrangement fee

The Obligors’ Agent shall pay, or shall cause a member of the Group to pay, to the Arrangers an arrangement fee in the amount and times agreed in a Fee Letter.

14.Tax gross-up and indemnity

14.1Tax gross-up

a)The Borrower shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required

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by law. The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Obligors’ Agent and the Borrower.

b)If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

c)If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

d)If making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent upon request evidence reasonably satisfactory to the Lenders that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

e)If and to the extent that any payment becomes subject to any Tax Deduction, each relevant Finance Party and the Borrower shall cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authorities) to the extent possible and necessary for the Borrower to obtain authorisation to make interest payments without them being subject to Tax Deduction or to them being subject to the lowest possible Tax Deduction and to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded. In the event the Tax Deduction is refunded to a Finance Party by any competent tax authorities, the relevant Finance Party shall forward, after deduction of any related costs, such amount to the Borrower.

f)The Borrower is not required to make an increased payment under this Clause 14.1 (Tax gross-up) or under Clause 10.5 (Recalculation of interest) to the relevant Finance Party, if on the date on which the payment falls due

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the payment could have been made by the Borrower without a Tax Deduction if:

(i)the relevant Finance Party (which is not a Permitted Non-Qualifying Bank Lender), in relation to which the Borrower makes the payment, was a Qualifying Bank, but on that date that Finance Party is not or has ceased to be a Qualifying Bank, other than as a result of any change after the date it became a Finance Party under the Finance Documents in (or in the administration or application of) any law or any published practice or concession of any relevant taxing authority; or

(ii)the relevant Finance Party, in relation to which the Borrower makes the payment, had complied with its obligations under Clause 25 (Changes to the Lenders).

14.2Tax indemnity

a)The Company shall, or shall cause another Obligor to, (within 3 (three) Business Days of demand by the Agent) pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in respect of a Finance Document.

b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed or imposed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)under the law of the jurisdiction in which that Finance Party is incorporated or organized in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be

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received or receivable) by or on net asset value of that Finance Party; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under Clause 10.5 (Recalculation of interest) or under Clause 14.1 (Tax gross-up);

(B)would have been compensated for by an increased payment under Clause 10.5 (Recalculation of interest), Clause 14.1 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (f) of Clause 14.1 (Tax gross-up) applied; or

(C)relates to a FATCA Deduction required to be made by a Party.

c)A Finance Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Obligor’s Agent.

d)A Finance Party shall, on receiving a payment from an Obligor under this Clause 14.2 (Tax indemnity), notify the Agent.

15.FATCA

15.1FATCA Information

a)Subject to paragraph c) below, each Party shall, within 10 (ten) Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under

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the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

b)If a Party confirms to another Party pursuant to paragraph a)(i)above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

c)Paragraph a) above shall not oblige any Finance Party to do anything, and paragraph a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

e)If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 (ten) Business Days of:

(i)where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

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(ii)where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

(iii)the date a new US Tax Obligor accedes as a Borrower; or

(iv)where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

f)In addition and irrespective of the foregoing, by signing this Agreement or confirming its adherence to the Agreement, each Lender represents to the Agent and the Security Agent that as from the earliest FATCA Application Date it will be a FATCA Exempt Party, and herewith also undertakes to inform the Agent and the Security Agent immediately if it becomes aware that it is not, or will not be, as from the earliest FATCA Application Date, or has ceased to be, a FATCA Exempt Party and to notify the Agent if any withholding certificate, withholding statement, document authorisation or waiver or information provided by the Lender to the Agent is or becomes materially inaccurate or incomplete. In case the Agent or the Security Agent in reliance of such representation and undertaking does not make the required FATCA Deduction on a payment to a Lender but it is later established that such FATCA Deduction should have been made because that Lender is not, or has ceased to be, a FATCA Exempt Party (each such Lender a Non-FATCA Exempt Lender), when the payment to that Lender was to be made, the relevant Non-FATCA Exempt Lender shall immediately on demand indemnify the Agent or the Security Agent, as the case may be, against any costs, loss or liability incurred by the Agent or the Security Agent in not making the relevant FATCA Deduction (unless the FATCA Deduction was not made by reason of the Agent’s or the Security Agent’s gross negligence or wilful misconduct).

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15.2FATCA Deduction

a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Obligors’ Agent and the Agent and the Agent shall notify the other Finance Parties.

c)In the event that any payment is subject to the passthru payment provisions as described in section 1471(b)(1)(D)(i) and (ii) of the Code, the Party making the payment shall confirm its passthru payment percentage (applicable to that payment) to the Agent on or before making such payment. If the Party fails to notify the Agent of its applicable passthru percentage prior to payment, the Agent shall treat the applicable passthru percentage as 100% for the purposes of the Finance Documents (and payments made thereunder).

16.Increased Costs

16.1Increased costs

a)Subject to Clause 16.3 (Exceptions), the respective Borrower shall, within 3 (three) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation, (ii) compliance with any Capital Adequacy Requirement, or (iii) any other request from or requirement of any central bank or other financial, monetary or other authority, in each case made after the date of this Agreement.

b)In this Agreement Increased Costs means:

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(i)a reduction in the rate of return from any Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

16.2Increased cost claims

a)A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Obligors’ Agent.

b)Each Finance Party shall, as soon as practicable after a demand by the Agent or the Obligors’ Agent, provide a certificate setting out the amount of its Increased Costs.

16.3Exceptions

Clause 16.1 (Increased costs) does not apply to the extent any Increased Cost is attributable to:

a)a Tax Deduction required by law to be made by a Borrower;

b)the breach by the relevant Finance Party or its Affiliates of any law or regulation; or

c)a FATCA Deduction required to be made by any Party.

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17.Other Indemnities

17.1Currency indemnity

a)If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i)making or filing a claim or proof against that Obligor; or

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings against that Obligor,

that Obligor shall as an independent obligation, within 5 (five) Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

17.2Other Indemnities

The Obligors shall within 3 (three) Business Days of demand, indemnify each Finance Party against any reasonable cost, loss or liability incurred by that Finance Party as a result of:

a)the occurrence of any Event of Default;

b)a failure by an Obligor to pay any amount due under a Finance Document on its due date;

c)funding, or making arrangements to fund, its participation in a Loan requested by an Obligor in a Utilisation Request but not made by reason of

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the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

d)any prepayment payable by any Obligor under the Finance Documents not being paid after irrevocable notice of such prepayment has been made to the Agent.

17.3Indemnity to the Agent and the Security Agent

The Obligors shall promptly indemnify the Agent or the Security Agent against any reasonable cost, loss or liability incurred by the Agent or the Security Agent, respectively, as a result of:

a)investigating any event which it reasonably believes is a Default; or

b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

18.Costs and Expenses

18.1Transaction expenses

The Obligors shall promptly on demand pay the Agent and the Mandated Lead Arrangers the amount of all reasonable and documented out-of-pocket costs and external expenses (including legal fees) incurred by any of them in connection with the negotiation, preparation, printing and execution of:

a)this Agreement and any other documents referred to in this Agreement; and

b)any other Finance Documents executed after the date of this Agreement.

18.2Amendment costs

If an Obligor requests an amendment, waiver or consent, the Obligors shall, within 3 (three) Business Days of demand, reimburse the Agent for the amount of all reasonable out-of-pocket costs and external expenses (including legal fees) incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

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18.3Enforcement costs

The Obligors shall, within 3 (three) Business Days of demand, pay to each Finance Party the amount of all out-of-pocket costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

18.4Extension fee

The Obligors’ Agent shall pay, or shall cause a member of the Group to pay, to the Agent (for the Lender’s account) an extension fee in the amount and at the times agreed in a Fee Letter.

19.Guarantee

19.1Guarantee

Each Guarantor herewith irrevocably and unconditionally guarantees to each Finance Party, in accordance with article 111 CO, as primary, independent obligor and not merely as a surety (Bürgschaft), irrespective of the validity of this Agreement or any other Finance Document, and waiving all rights of objection and defense arising from or under this Agreement or any other Finance Document, to pay to the Finance Parties any amount due and payable by any Obligor in connection with any Finance Document upon first written demand by the Agent confirming that an amount equivalent to the amount claimed under this Guarantee was not paid on its due date and remains unpaid by such other Obligor under any Finance Document (the Guarantee).

19.2Nature of the Guarantee

Notwithstanding any reference to obligations of the Obligors under any Finance Document, each Guarantor acknowledges that its obligations under this Guarantee shall be of a non-accessory (nicht akzessorischer) nature within the meaning of article 111 CO, independent of the obligations of the other Obligors under any Finance Document.

19.3Continuing Guarantee

The Guarantee is a continuing guarantee which in relation to each Guarantor will extend the ultimate balance of sums payable by any Guarantor under any

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Finance Document, regardless of any intermediate payment or discharge in whole or in part.

19.4Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any Security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

a)the liability of each Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

b)each Finance Party shall be entitled to recover the value or amount of that security or payment from each Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.

19.5Waiver of Defences

The obligations of each Guarantor under the Guarantee will not be affected by any act, omission, matter or thing which, but for the Guarantee, would reduce, release or prejudice any of its obligations under the Guarantee (without limitation and whether or not known to it or any Finance Party) including:

a)any time, waiver or consent granted to, or composition with, any Obligor or other person;

b)the release of any Obligor or other person under the terms of any composition or arrangement with any creditor of any member of the Group;

c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;

d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or other person;

e)any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of

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whatsoever nature) or replacement of a Finance Document or any other document or Security;

f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

g)any insolvency or similar proceedings.

19.6Immediate Recourse

Each Guarantor waives any right it may have of first requiring the Agent or any Finance Party to proceed against or enforce any other rights or Security or claim payment from any person before claiming from each Guarantor under the Guarantee. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.7Appropriations

Until all rights and claims of the Finance Parties under the Finance Documents have been irrevocably paid and discharged in full in accordance with the terms of the Finance Documents and no further right or claim is capable of arising under any Finance Document, the Agent and each Finance Party may:

a)refrain from applying or enforcing any other moneys, Security or rights held or received by that Secured Party (or any person on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantors shall not be entitled to the benefit of the same; and

b)hold in an interest-bearing account any moneys received from the Guarantors or on account of each Guarantors’ liability under the Guarantee.

19.8Deferral of Guarantors’ Rights

a)Until all rights and claims of the Finance Parties under the Finance Documents have been irrevocably paid and discharged in full in accordance with the terms of the Finance Documents and no further rights and claims are capable of arising under any Finance Document, no Guarantor shall exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Guarantee:

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(i)to be indemnified by any Obligor;

(ii)to claim any contribution from any Obligor of any obligations of any Obligor under the Finance Documents;

(iii)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(iv)to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which a Guarantor has given the Guarantee;

(v)to exercise any right of set-off against any Obligor; and|or

(vi)to claim or prove as a creditor of any Obligor in competition with any Finance Party.

b)If any Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by any Borrower under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent for application in accordance the Finance Documents.

c)Each Guarantor herewith agrees to assign and herewith assigns for security purposes any and all claims it may have under a right of recourse against any Obligor to the Agent effective as of the date of adjudication of bankruptcy, the grant of a moratorium, the entry into any kind of composition agreement with creditors, the date of resolution of insolvent liquidation of such Obligor or the occurrence of an event with similar effects as the aforementioned.

19.9Additional Security

The Guarantee is granted in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

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19.10Limitation

If and to the extent that a Guarantor incorporated in Switzerland is liable under the Guarantee or any other provision of any Finance Document, for obligations other than obligations of one of its Subsidiaries (i.e., obligations of its direct or indirect parent companies (up-stream guarantee) or sister companies (cross-stream guarantee)) and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Guarantor (the Restricted Obligations), the following shall apply:

a)the aggregate liability of such Guarantor for Restricted Obligations shall be limited to the Available Amount at the time such Guarantor is required to perform under the Finance Documents, provided that this is a requirement under then applicable law and further provided that such limitation shall not free such Guarantor from its obligations in excess thereof, but merely postpone the performance date therefore until such times as performance is again permitted notwithstanding such limitation, and, further provided, that any and all indemnities and other obligations contained in the Finance Documents shall be construed in a manner consistent with the provisions herein contained;

b)for the purposes of paragraph (a) above, Available Amount means the maximum amount of such Guarantor’s profits and reserves available for distribution under applicable Swiss law;

c)immediately after having been requested to perform Restricted Obligations under the Finance Documents, such Guarantor shall:

(i)perform any Restricted Obligations which are not affected by the above limitations; and

(ii)in respect of any remainder, if and to the extent requested by the Agent or required under then applicable Swiss law, provide the Agent with an interim balance sheet audited by the statutory auditors of such Guarantor setting out the Available Amount and, immediately thereafter, pay the Available Amount (less, if required, any Swiss Withholding Tax) to the Agent;

d)in respect of Restricted Obligations, each such Guarantor shall:

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(i)if and to the extent required by then applicable law, and subject to any applicable double tax treaties, deduct Swiss Withholding Tax at the rate of thirty five per cent (35%) (or such other rate as is in force at that time) from any payment made by it in respect of Restricted Obligations;

(ii)pay any such deduction to the Swiss Federal Tax Administration;

(iii)notify and provide evidence to the Agent that Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration; and

(iv)to the extent such deduction is made, not be required to make a gross-up, indemnify or otherwise hold harmless the Finance Parties for the deduction of Swiss Withholding Tax, notwithstanding anything to the contrary contained in the Finance Documents, unless such payment is permitted under then applicable law. Each such Guarantor shall use its best efforts to ensure that any person which is, as a result of a payment under the Finance Documents, entitled to a full or partial refund of the Swiss Withholding Tax, will, as soon as possible after the deduction of the Swiss Withholding Tax, (y) request a refund of the Swiss Withholding Tax under any applicable law (including double tax treaties) and (z) pay to the Agent upon receipt any amount so refunded;

e)each such Guarantor shall, and any Holding Company of such Guarantor which is a party to this Agreement shall procure that such Guarantor will, take and cause to be taken all and any other action, including, without limitation, the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Finance Document and the receipt of any confirmations from such Guarantor’s auditors, which may be useful or required as a matter of Swiss mandatory law in force at the time it is required to make a payment or perform other obligations under this Agreement or any other Finance Document in order to allow a prompt payment and performance of other obligations under this Agreement or any other Finance Document with a minimum of limitations; and

f)if the enforcement of Restricted Obligations would be limited due to the effects referred to in this Clause 18.10, then such Guarantor shall to the extent permitted by applicable law write-up or, to the extent permitted by the

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Finance Documents, realise any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of realisation, however, only if such assets are not necessary for such Guarantor’s business.

20.Representations and Warranties

Each Obligor (and the Company in respect of other members of the Group) makes the representations and warranties set out in this Clause 20 (Representations) to each Finance Party at the times specified.

20.1Status

a)It and each Subsidiary is an entity duly established and validly existing under the laws of its jurisdiction of incorporation.

b)It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

c)The Group Structure Chart contained in Schedule 8 (Group Structure Chart) is true and accurate as at the time it is expressed to be given.

20.2Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document are legal, valid, binding obligations, enforceable against it in accordance with the terms of such Finance Document.

20.3Non-conflict with other obligations

The entry into, and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

a)any law or regulation applicable to it;

b)its or any Group member’s constitutional documents; or

c)any agreement or instrument binding upon it, any member of the Group or any of its or any other member of the Group’s assets.

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20.4Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

20.5Validity and admissibility in evidence

All Authorisations required or desirable:

a)to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party; and

b)to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

20.6Compliance with laws

It and each Subsidiary complies with all applicable laws, including, without limitation, environmental laws, to which it is subject.

20.7Governing Law and Enforcement

a)The choice of Swiss law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

b)any judgment obtained in Switzerland in relation to a Finance Document governed by Swiss law will be recognised and enforced in its jurisdiction of incorporation.

20.8Compliance by shareholders

To the extent required by applicable law, each Obligor and each other member of the Group:

a)complies with all reporting obligations pursuant to article 697(i) CO and article 697(j) CO, and

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b)maintains all registers pursuant to article 697(l) CO.

20.9Transactions

Each Obligor and each member of the Group carries out all transactions with third parties on arm’s length terms (or better commercial terms), and (ii) with any person (including members of the Group) in compliance with laws, including, without limitation, tax and corporate laws.

20.10No Insolvency

No:

a)corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 24.7 (Insolvency proceedings); or

b)creditors’ process described in Clause 24.8 (Creditors’ process),

has been taken or, to the knowledge each Obligor, threatened in relation to a member of the Group; and none of the circumstances described in Clause 24.6 (Insolvency) applies to a member of the Group.

20.11Deduction of Tax

a)It is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

b)This representation shall not be deemed to be breached in case of a Tax Deduction as a result of:

i)any payment under a guarantee undertaking;

ii)any non-compliance by the Lenders with the provisions of Clause 25 (Changes to the Lenders); or

iii)a Lender making a misrepresentation as to its status as a Qualifying Bank or ceasing to be a Qualifying Bank after the date of this Agreement (in the case of the Original Lenders) or after the time it acceded to this Agreement (in the case of New Lenders).

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20.12No Filing or Stamp Taxes

Under the laws of its jurisdiction of incorporation or establishment, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

20.13Non-Bank Rules

a)Subject to paragraph (b) below, each Obligor is in compliance with the Non-Bank Rules.

b)This representation shall not be deemed to be breached in case the Non-Bank Rules are violated as a result of:

(i)any non-compliance by the Lenders with the provisions of Clause 25 (Changes to the Lenders) resulting in a breach of either the 10 Non-Bank Rule or the 20 Non-Bank Rule; or

(ii)a Lender making a misrepresentation as to its status as a Qualifying Bank or ceasing to be a Qualifying Bank after the date of this Agreement (in the case of the Original Lenders) or after the time it acceded to this Agreement (in the case of New Lenders).

c)For the purpose of its compliance with the 20 Non-Bank Rule under this Clause 20.13 (Non-Bank Rules), the number of Lenders under this Agreement which are not Qualifying Banks shall be deemed to be 10 (ten) (irrespective of whether or not there are, at any time, any such Lenders).

20.14No default

a)No Event of Default is continuing and, with respect to the initial Utilisation of each of the Facilities, no Event of Default might reasonably be expected to result from the making of any such Utilisation.

b)No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any member of the Group to which its (or any Group member’s) assets are subject which has or might have a Material Adverse Effect.

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20.15No Proceedings

a)No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have been started or threatened in writing against it or any Borrower or any member of the Group.

b)No judgment or order of a court, arbitral body or agency which might reasonably be expected to have a Material Adverse Effect has been made against it or any member of the Group.

20.16Financial statements

The most recent audited annual stand-alone financial statements of each Obligor and the most recent audited annual consolidated financial statements of the Group were prepared in accordance with the Accounting Standards consistently applied and fairly represent the financial condition of each Obligor and the Group (as applicable) as at the end of the relevant financial year and operations during the relevant financial year.

20.17No use of funds for Restricted Persons

a)The proceeds raised under this Agreement are not used for participation in or facilitation of business activities involving, directly or indirectly, (i) a Restricted Person, or (ii) a Restricted Country.

b)In relation to each Restricted Finance Party, this Clause 20.17 (No use of funds for Restricted Persons) shall only apply for the benefit of that Restricted Finance Party to the extent that this Clause 20.17 (No use of funds for Restricted Persons) does not result in any violation of, conflict with or liability under

(i)Council Regulation (EC) 2271/96,

(ii)section 7 of the German Foreign Trade Rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 of the German Foreign Trade Act (Außenwirtschaftsgesetz)) or

(iii)a similar anti-boycott statute.

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20.18Sanctions

a)Neither the Company, nor any Obligor nor any member of the Group or any of its officers or employees is currently (i) target of any Sanctions, (ii) in breach of any Sanction, or (iii) a Restricted Person.

b)In relation to each Restricted Finance Party, this Clause 20.18 (Sanctions) shall only apply for the benefit of that Restricted Finance Party to the extent that this Clause 20.18 (Sanctions) does not result in any violation of, conflict with or liability under

(i)Council Regulation (EC) 2271/96,

(ii)section 7 of the German Foreign Trade Rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 of the German Foreign Trade Act (Außenwirtschaftsgesetz)) or

(iii)a similar anti-boycott statute.

20.19Anti-Corruption Laws and Anti-Money Laundering Laws

a)Each member of the Group has conducted its businesses in compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

b)No part of the proceeds of any Loan will be used, directly or indirectly, by it in any way that would cause it or any other person to violate applicable Anti-Corruption Laws and Anti-Money Laundering Laws and no other transaction contemplated by this Agreement will violate Anti-Corruption Laws or Anti-Money Laundering Laws.

20.20Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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20.21No misleading information

a)Any information provided by any Obligor and|or member of the Group to the Finance Parties for the purposes of evaluating the entry into any Finance Document or in connection therewith was true and accurate in all material respects as at the date it was provided or as at the date (if any) the information was expressed to be given.

b)No event has occurred and no information has been omitted from the information provided by any Obligor to the Finance Parties for the purposes of evaluating the entry into any Finance Document or in connection therewith that results in the information provided being untrue or misleading in any material respect as at the date it was provided or as at the date (if any) the information was expressed to be given.

20.22Times when representations made

a)All the representations and warranties in this Clause 20 (Representations) are made by the Borrower on the date of this Agreement and the date of first Utilisation.

b)The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, each Selection Notice, the first day of each Interest Period, the exercise of an Extension Option and the exercise of the Increase Option.

21.Information undertakings

The undertakings in this Clause 21 (Information undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

21.1Financial information

The Company or the Parent (as applicable) shall supply to the Agent in sufficient copies for all Lenders:

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a)as soon as the same become available, but in any event no later than 45 (forty-five) calendar days following each of the first three full calendar quarters, for the first time on June 30, 2018:

(i)unaudited consolidated financial statements; and

(ii)confirmation by the management of the Group regarding compliance with Financial Covenants pursuant to Clause 21.2 (Compliance Certificate),

it being understood that the Compliance Certificate pursuant to subparagraph (ii) above shall be delivered for the first time on September 30, 2018.

b)as soon as the same become available, but in any event no later than 120 (one hundred and twenty) calendar days following the end of each financial year:

(i)audited consolidated financial statements; and

(ii)audited confirmation by the management of the Group regarding compliance with Financial Covenants pursuant to Clause 21.2 (Compliance Certificate).

c)as soon as they become available, but in any event no later than 120 (one hundred and twenty) calendar days following the end of each financial year: The statutory financial statements of the Company and the Parent.

d)As soon as they become available, but in any event no later than 180 (one hundred and eighty) calendar days following the end of each financial year: The statutory financial statements of each other Obligor (i.e., except for the Company and the Parent) and the Pledged Companies (audited, if available).

e)as soon as the same become available, but in any event no later than 30 days after the start of each financial year:

(i)the budget for the Group for the current financial year;

(ii)the up-to-date financial planning for the subsequent 3 (three) financial years; and

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(iii)a Group Structure Chart up-to-date as per the end of the preceding financial year.

f)the documents to be delivered under paragraph (e) above shall include the following:

(i)comments from the management of the Group;

(ii)projected consolidated profit and loss, balance sheet and cashflow statement for the Group; and

(iii)projected financial calculations.

21.2Compliance Certificate

a)The Obligors’ Agent shall supply to the Agent, with each set of financial information delivered pursuant to paragraph (a) or (b) of Clause 21.1 (Financial information), a Compliance Certificate substantially in the form as set out in the Schedule 6 (Form of Compliance Certificate), whereby such Compliance Certificate shall be based on the quarterly reports covering the immediately preceding 4 (four) quarters on a rolling basis.

b)Each Compliance Certificate shall be signed by two directors or officers of the Group (one of them being the CFO).

21.3Requirements as to financial statements

a)Each set of financial statements to be delivered by the Company pursuant to Clause 21.1 (Financial information) shall be prepared in accordance with the applicable Accounting Standard and be certified by a director or an officer of the relevant company as giving a true and fair view of (in the case of consolidated financial statements) or correctly representing (in other cases) its financial condition as at the date as at which those financial statements were drawn up.

b)If there has been a change in the applicable Accounting Standard, the accounting practices or reference periods, and such change or intended change has or would have an effect on:

(i)the determination of the Margin; or

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(ii)the determination whether Clause 22 (Financial Covenants) has been complied with,

the Company shall notify the Agent of such change or intended change. Such notice shall be accompanied by:

(A)a description of any change necessary for those financial statements to reflect the applicable Accounting Standard, accounting practices and reference periods upon which that Obligor’s previous financial statements were prepared; and

(B)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s previous financial statements.

c)If the Company notifies the Agent of a change or intended change in accordance with paragraph (b) above, the Company and the Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. To the extent practicable these amendments will be such as to ensure that the change does not result in any alteration in the commercial effect of the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with the terms agreed among the Company and the Agent.

21.4Information: miscellaneous

The Company or the Parent (as applicable) shall supply to the Agent:

a)promptly upon becoming aware of them, information about any change, event or sequence of events which can reasonably be expected to have a Material Adverse Effect;

b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which is reasonably likely, if adversely determined, to have a Material Adverse Effect;

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c)promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group, and which might have a Material Adverse Effect;

d)promptly, such further information regarding the business, operations, performance, prospects and financial conditions of the Group or any other information of any member of the Group as any Finance Party (through the Agent) may reasonably request;

e)promptly, any changes to the shareholder structure of the Parent which:

(i)are not related to the Management Program and in case such changes are leading to a change of more than 5% of the shareholder structure; or

(ii)are related to the Management Program and in case such changes are leading to a change of more than 15% of shareholder structure (in each case as compared to the shareholder structure as of the date of the Agreement); and

f)promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations.

21.5Notification of Default

a)The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

b)Promptly upon a request by the Agent (acting reasonably), each Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

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21.6Notification of Mandatory Prepayment

The Borrower shall notify the Agent of any Mandatory Prepayment or any event leading to a Mandatory Prepayment promptly upon becoming aware of its occurrence.

21.7Use of Websites

a)The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Finance Parties (the Website Finance Parties) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the Designated Website) if:

(i)the Agent expressly agrees (after consultation with each of the Finance Parties) that it will accept communication of the information by this method;

(ii)both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Borrower and the Agent.

If any Finance Party (a Paper Form Finance Party) does not agree to the delivery of in-formation electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Finance Party) in paper form. In any event, the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

b)The Agent shall supply each Website Finance Party with the address of and any relevant password specifications for the Designated Website following designation of that web-site by the Borrower and the Agent.

c)The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)the Designated Website cannot be accessed due to technical failure;

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(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all in-formation to be provided by the Borrower under this Agreement after the date of that no-tice shall be supplied in paper form unless and until the Agent and each Website Finance Party is satisfied that the circumstances giving rise to the notification are no longer continuing.

d)Any Website Finance Party may request, through the Agent, one paper copy of any in-formation required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.

22.Financial Covenants

From the date of this Agreement and for so long as any amount is outstanding under the Finance Documents or any Commitment is in force, the following financial covenants (the Financial Covenants) must be complied with.

22.1Leverage Ratio

a)The Leverage Ratio for the Company shall not exceed 3.50x.

b)In case of a Permitted Acquisition following June 30, 2018, the Company may request an increase of the Leverage Ratio to 4.25x for a period of up to three consecutive financial quarters.

c)A request pursuant to paragraph (b) above may only be made once during the term of this Agreement and shall be delivered to the Agent no later than 5 (five) Business Days after the signing of the agreement(s) leading to such

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Permitted Acquisition but in any case before the delivery of the Compliance Certificate immediately following the signing of such agreement(s).

22.2Minimum Equity

The Minimum Equity of IIHAG shall be at least CHF 400,000,000 at the end of each financial year as per stand-alone financial statements of IIHAG (the Minimum Equity).

22.3Financial Testing

a)The Leverage Ratio shall be tested on a quarterly basis covering the immediately preceding 4 (four) quarters on a rolling basis, for the first time as per September 30, 2018.

b)The Minimum Equity shall be tested yearly, for the first time as per December 31, 2018.

22.4Equity cure right

a)In the event that in respect of a testing period any Financial Covenant would not be complied with, the Borrower has a right to effect an equity cure by procuring the injection of Cash in an amount sufficient to cure the non-compliance with the Financial Covenants (but no more than CHF 75,000,000) by an increase of the share capital, increase of capital reserves or granting of shareholder loans that are subordinated to the rights and claims of the Finance Parties under the Finance Documents (and having, for the avoidance of doubt, a maturity date later than the Final Maturity Date) prior to the date falling 10 (ten) Business Days after the due date for delivery of the Compliance Certificate that showed non-compliance with the Financial Covenants; within 10 (ten) Business Days after the completion of the injection, the Company shall deliver to Agent a revised Compliance Certificate and a revised unaudited consolidated balance sheet, income statement and cash flow statement (as at the date of the most recent quarter but taking into account the equity cure measures as if they had been effected on that date) showing that the non-compliance with the Financial Covenant has been cured.

b)The right to exercise such equity cure right shall exist only once during the term of this Agreement.

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c)The proceeds from such injection of Cash pursuant to paragraph (a) above shall be used to prepay Loans in an amount sufficient to cure non-compliance with the respective Financial Covenant in accordance with Clause 9.1 (Voluntary prepayments).

23.General undertakings

The undertakings in this Clause 23 (General undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1Authorisations

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, promptly obtain, comply with and do all that is necessary to maintain in full force and effect, any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability and admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

23.2Compliance with laws

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, comply in all respects with all laws to which it may be subject, including, without limitation, environmental laws.

23.3Acquisitions, mergers and joint ventures

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, directly or indirectly:

(i)enter into any single transaction or a series of transactions, whether related or not, to acquire a company, a business or undertaking, or any shares or securities in a company, business or undertaking or incorporate a company;

(ii)enter into a merger, de-merger, or a transfer of assets and liabilities (Vermögensübertragung) or similar transaction; or

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(iii)enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any joint venture.

b)Paragraph (a) above does not apply to any Permitted Acquisitions and Permitted Reorganisations.

23.4Change of business

No Obligor shall, and each Obligor shall ensure that no other member of the Group will, make or allow to be made any substantial change to the general nature of the business of the Group taken as a whole from that carried on at the date of this Agreement.

23.5Compliance by shareholders

To the extent required by Swiss law, each Obligor shall, and each Obligor shall ensure that each other member of the Group will be in compliance with (i) all reporting obligations pursuant to article 697(i) CO and article 697(j) CO, and (ii) the maintenance by the Obligors and the members of the Group of all registers pursuant to article 697(l) CO.

23.6Transactions

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, carry out all transactions:

a)with third parties on arm’s length terms (or better commercial terms); and

b)with any person (including members of the Group) in compliance with laws, including, without limitation, tax and corporate laws.

23.7Insurance

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, maintain (directly or indirectly) customary insurance coverage with reputable insurance companies or underwriters, in accordance with sound industry practice.

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23.8Financial Indebtedness

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, incur or allow to remain outstanding any Financial Indebtedness.

b)Paragraph (a) above does not apply to any Permitted Indebtedness.

23.9Loans or credits

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, grant any loan, credit or other form of interest bearing debt.

b)Paragraph (a) above does not apply to any Permitted Loans.

23.10Guarantees

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

b)Paragraph (a) above does not apply to any Permitted Guarantees.

23.11Dividends and restricted payments

a)Except as permitted under paragraph (b) below, the Parent shall not:

(i)declare, make or pay any dividend, charge, fee or other distribution or interest on any unpaid dividend, charge, fee or other distribution (whether in Cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)repay or distribute any dividend whether out of profits, retained earnings or reserves; or

(iii)redeem, repurchase or defease, retire or repay any of its share capital or carry out any deduction of its share capital or, in each case, resolve to do so.

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b)Paragraph (a) above does not apply to any Permitted Payments.

23.12Related party transactions

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, enter into related party transactions with a shareholder or affiliates thereof.

b)Paragraph (a) above does not apply to:

(i)Permitted Loans;

(ii)disposals in the ordinary course of business; and

(iii)the payments received in connection with and as at arm’s length compensation for the Planned Treasury Share Transfer.

23.13Negative pledge

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, create or permit to subsist any Security over any of its assets.

b)Paragraph (a) above does not apply to any Permitted Security.

23.14Disposals

a)Except as permitted under paragraph (b) below, no Obligor shall, and each Obligor shall ensure that no other member of the Group will, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

b)Paragraph (a) above does not apply to any Permitted Disposals and Permitted Reorganisations.

23.15Pari passu ranking

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, ensure that at all times any unsecured and unsubordinated claims of

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the Finance Parties against any Obligor under the Finance Documents rank at least pari passu with the claims of all other unsecured and unsubordinated creditors of such Obligor except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.16Transactions

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, carry out all transactions with third parties (which are not members of the Group) on arm’s length terms (or better commercial terms), and (ii) with any person (including members of the Group) in compliance with laws, including, without limitation, tax and corporate laws.

23.17Non-Bank Rules

a)Subject to paragraph b) below, each Obligor shall at all times be in compliance with the Non-Bank Rules.

b)This undertaking shall not be deemed to be breached in case the Non-Bank Rules are violated as a result of:

(i)any non-compliance by the Lenders with the provisions of Clause 24 (Changes to the Lenders) resulting in a breach of any either the 10 Non-Bank Rule or the 20 Non-Bank Rule; or

(ii)a Lender making a misrepresentation as to its status as a Qualifying Bank or ceasing to be a Qualifying Bank after the date of this Agreement (in the case of the Original Lenders) or after the time it acceded to this Agreement (in the case of New Lenders).

c)For the purpose of its compliance with the 20 Non-Bank Rule under this Clause 23.17 (Non-Bank Rules), the number of Lenders under this Agreement which are not Qualifying Banks shall be deemed to be 10 (ten) (irrespective of whether or not there are, at any time, any such Lenders).

23.18Taxation

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed.

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23.19Financial statements

Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, prepare its financial statements, and if applicable its consolidated financial statements, in accordance with Accounting Standards, ensuring that such financial statements fairly represent the financial condition of each Obligor and the Group (as applicable) as at the end of the relevant financial year and operations during the relevant financial year.

23.20Changes to Accounting Standards

No Obligor shall, and each Obligor shall ensure that no other member of the Group will, make any modifications, amendments or changes to the Accounting Standards, except for those allowed by applicable law in accordance with the regulations on statutory accounts or IFRS.

23.21Centre of main interests

No Obligor shall, and each Obligor shall ensure that no other member of the Group will, without the prior written consent of the Agent or unless otherwise required for genuine tax benefit reasons deliberately cause or allow its “centre of main interests” (as that term is used in article 3(1) of Regulation (EU) 2015/848 of May 20, 2015 on Insolvency Proceedings (recast)) to change.

23.22Intellectual Property

Each Obligor shall, and each obligor shall ensure that each other member of the Group will:

a)preserve and maintain the subsistence and validity of material Intellectual Property which is required for the business of the relevant Group member;

b)use reasonable endeavors to prevent any infringement in any material respect of the Intellectual Property;

c)make registrations and pay all registration fees and taxes necessary to maintain material Intellectual Property in full force and effect and record its interest in that Intellectual Property;

d)not use or permit material Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property

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which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and

e)not discontinue the use of material Intellectual Property.

23.23No use of funds for Restricted Persons

a)No Obligor shall, and each Obligor shall ensure that no other member of the Group will use the proceeds raised under this Agreement for participation in or facilitation of business activities involving, directly or indirectly, (i) a Restricted Person, or (ii) a Restricted Country.

b)In relation to each Restricted Finance Party, this Clause 23.23 (No use of funds for Restricted Persons) shall only apply for the benefit of that Restricted Finance Party to the extent that this Clause 23.23 (No use of funds for Restricted Persons) does not result in any violation of, conflict with or liability under

(i)Council Regulation (EC) 2271/96,

(ii)section 7 of the German Foreign Trade Rules (AWV) (Außenwirtschaftsverordnung) (in connection with section 4 paragraph 1 no. 3 of the German Foreign Trade Act (Außenwirtschaftsgesetz)) or

(iii)a similar anti-boycott statute.

23.24Anti-Corruption Laws and Anti-Money Laundering Laws

a)Each Obligor shall, and each Obligor shall ensure that each other member of the Group will, conduct its business in compliance with applicable Anti-Corruption Laws and Anti-Money Laundering Laws and institute and maintain policies and procedures designed to promote and achieve compliance with such laws.

b)Each Obligor shall, and each Obligor shall ensure no other member of the Group will, directly or indirectly, use the proceeds of any Loan (or lend, contribute or otherwise make available such proceeds to any person) in furtherance of an offer, payment, promise to pay, or authorisation of the payment

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or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws and Anti-Money Laundering Laws.

23.25Condition Subsequent

No later than 90 (ninety) calendar days after the date of this Agreement, the Company shall deliver to the Agent evidence satisfactory to the Lenders that the Company obtained the necessary confirmations by the other members of the Group in respect of the representations, general undertakings and Events of Default to be made, committed to or agreed on under this Agreement.

24.Events of Default

Each of the events or circumstances set out in this Clause 24 (Events of Default) is an Event of Default (save for Clause 24.15 (Acceleration)).

24.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable, unless its failure to pay is caused by administrative or technical reasons and payment is made within 3 (three) Business Days of its due date.

24.2Financial Covenants

Any requirement of Clause 22 (Financial Covenants) is not satisfied.

24.3Other obligations

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment) and Clause 24.2 (Financial Covenants)) and such failure to comply (if capable of remedy) is not remedied within 10 (ten) Business Days of the earlier of (i) the Agent giving notice to the Obligors’ Agent and (ii) the Obligors’ Agent becoming aware of the failure to comply.

24.4Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any

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Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and such misrepresentation (if capable of remedy) is not remedied within 10 (ten) Business Days of the earlier of (i) the Agent giving notice to the Obligor’s Agent and (ii) the Obligors’ Agent becoming aware of the misrepresentation.

24.5Cross default

a)Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

b)Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

c)Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

d)Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

e)No Event of Default will occur under this Clause 24.5 (Cross default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than EUR 5,000,000 (or its equivalent in any other currency or currencies).

f)Any Major Service Contract has been terminated early for good reason by the counterparty of an Obligor and such termination has not been contested by the respective Obligor within 5 (five) Months of such termination.

g)Any financial obligation of any member of the Group under a Major Service Contract is not satisfied when due nor within any originally applicable grace period, provided that this paragraph (g) shall only apply to such financial obligations

(i)with a contract value exceeding EUR 10,000,000 and

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(ii)which are either undisputed or have been determined by court.

24.6Insolvency

a)Any member of the Group is unable or admits inability to pay its debts as they fall due, suspends making payments on its debts by reason of actual or anticipated financial difficulties or, by reason of actual or anticipated financial difficulties, commences negotiations with several creditors with a view to rescheduling its indebtedness.

b)The value of the assets of any member of the Group is less than its liabilities (taking into account, if required by the Accounting Standards, contingent and prospective liabilities), unless, in case of any member of the Group incorporated in Switzerland, any such shortfall is covered by subordination (Rangrücktritt) within the meaning of Art. 725 of the Swiss Code of Obligations (or any local law equivalent of such subordination for any member of the Group incorporated under the laws of a jurisdiction other than Switzerland).

c)A composition moratorium is declared in respect of any indebtedness of any member of the Group.

24.7Insolvency proceedings

a)Any corporate action, legal proceedings or other procedure or step (including insolvency proceedings and filings for debtor protection) is taken in relation to:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, judicial management, provisional supervision or reorganisation of any member of the Group or the, other than a solvent liquidation or reorganisation of any member of the Group;

(ii)a composition agreement by way of dividend or assignment with respect to any member of the Group;

(iii)the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not a Borrower), receiver, administrative receiver, administrator, compulsory manager, judicial

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manager, provisional supervisor or other similar officer in respect of any member of the Group or any of their respective assets; or

(iv)enforcement of any Security over any assets of any member of the Group,

or any analogous procedure or step is taken in any jurisdiction.

b)Paragraph a) shall not apply to any debt enforcement proceeding which is frivolous or vexatious and which is discharged, stayed or dismissed within 10 (ten) Business Days.

24.8Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or a member of the Group having an aggregate value of EUR 5,000,000 and is not discharged within 10 (ten) Business Days.

24.9Ownership by Company of other Obligors

The Company holds, directly or indirectly, more than 50% of (i) the issued share capital or (ii) the voting rights relating to the issued share capital of another Obligor.

24.10Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents.

24.11Invalidity or Unenforceability of Finance Documents

Any Finance Document, any rights and remedies granted thereunder or any Security or the ranking of such Security granted under any Finance Document becomes invalid or unenforceable and such invalidity or unenforceability has a Material Adverse Effect.

24.12Repudiation

An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

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24.13Audit qualification

The relevant auditors materially qualify the audited annual consolidated financial statements of the Group or the audited annual stand-alone financial statements of an Obligor in a manner which materially and adversely affects the interests of the Lenders under the Finance Documents.

24.14Material adverse change

Any event or circumstance occurs which has a Material Adverse Effect or the Majority Lenders reasonably believe is likely to have a Material Adverse Effect.

24.15Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Obligors’ Agent:

a)cancel the Total Commitments whereupon they shall immediately be cancelled; and|or

b)declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and|or

c)declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and|or

d)enforce any Security granted under the Security Agreements (subject to the applicable terms of the relevant Security Agreement).

25.Changes to the Lenders

25.1Assignments and Transfers by the Lenders

Subject to this Clause 25.1 (Assignments and Transfers by the Lenders), a Lender (the Existing Lender) may:

a)assign any of its rights; or

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b)transfer any of its rights and obligations,

to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

25.2Conditions of Assignment or Transfer

a)The consent of the Obligors’ Agent is required (such consent not to be unreasonably withheld or delayed, it being agreed that it shall not be deemed unreasonable if the 10 Non-Bank Rule would be violated following such transfer) for a transfer by an Existing Lender, unless the assignment or transfer is:

(i)to another Lender;

(ii)made at a time when an Event of Default is continuing; or

(iii)the proposed New Lender is an Affiliate of a Lender, if such Affiliate is a Qualifying Bank or a Permitted Non-Qualifying Bank Lender.

b)The Obligors’ Agent will be deemed to have given its consent 5 (five) Business Days after the Existing Lender has requested it in writing unless consent is expressly refused by the Obligors’ Agent within that time.

c)A transfer shall be for an amount of not less than EUR 5,000,000 or, if more, an integral multiple of EUR 1,000,000, unless (i) the Transferring Lender transfers all of its rights and obligations under the Finance Documents, or (ii) an Event of Default has occurred.

d)A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for Transfer) is complied with.

e)If:

(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the New Lender or Lender under Clause 10.5

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(Recalculation of interest), Clause 14.1 (Tax gross-up) or Clause 16 (Increased Costs),

then the New Lender or Lender is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender would have been if the assignment, transfer or change had not occurred.

25.3Assignment or Transfer Fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of EUR 3,000.

No transfer fee shall be payable for a transfer of a Lender’s entire commitment by a Lender to an Affiliate which is a Qualified Bank domiciled in Switzerland.

25.4Limitation of Responsibility of Existing Lenders

a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Obligor;

(iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

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(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 25.4 (Limitation of Responsibility of Existing Lenders); or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

25.5Procedure for Transfer

a)Subject to the conditions set out in Clause 25.2 (Conditions of Assignment or Transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement.

b)The Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

c)On the Transfer Date:

(i)to the extent that in the Transfer Agreement the Existing Lender seeks to transfer its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (the Discharged Rights and Obligations);

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(ii)each of the Obligors and the New Lender shall assume obligations towards one another and acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and acquired the same in place of that Obligor and the Existing Lender;

(iii)the Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a Lender.

25.6Procedure for Assignment

a)Subject to the conditions set out in Clause 25.2 (Conditions of Assignment or Transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

b)The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

c)On the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

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(ii)the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Assignment Agreement; and

(iii)the New Lender shall become a Party as a Lender and will be bound by obligations equivalent to the Relevant Obligations.

d)Lenders may utilise procedures other than those set out in this Clause 25.6 (Procedure for Assignment) to assign their rights under the Finance Documents (but not, without the consent of the Borrower or unless in accordance with Clause 25.5 (Procedure for Transfer), to obtain a release by that Borrower from the obligations owed to that Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 25.2 (Conditions of Assignment or Transfer).

25.7Copy of Assignment Agreement or Transfer Agreement to the Obligors’ Agent

The Agent shall, as soon as reasonably practicable after it has executed an Assignment Agreement or Transfer Agreement, as the case may be, send to the Obligors’ Agent a copy of that Assignment Agreement or Transfer Agreement.

25.8Exposure transfer transactions

Subject to Clause 25.1 (Assignments and Transfers by the Lenders), no Finance Party shall enter into any arrangement with another person under which such Finance Party substantially transfers its exposure under this Agreement (or any other Finance Document) to that other person, unless (i) under such arrangement throughout the life of such arrangement:

a)the relationship between the Finance Party and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Finance Party or a Borrower);

b)the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Finance Party under or in relation to this Agreement; and

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c)the other person will under no circumstances (other than permitted transfers under Clause 25.1 (Assignments and Transfers by the Lenders)) (i) be subrogated to, or substituted in respect of, the Finance Party’s claims under this Agreement; and (ii) have otherwise any contractual relationship with, or rights against, the Borrower under or in relation to this Agreement.

and (ii) such other person is not (and is not deemed to be) a Restricted Person and represents that it is a FATCA Exempt Party (or, prior to the earliest FATCA Application Date, will be a FATCA Exempt Party as from the earliest FATCA Application Date), it being understood, however, that the occurrence of an Event of Default does not release any Lender to comply with the restriction provided for in this Clause 25.8 (Exposure transfer transactions).

26.Changes to the Obligors

No Obligor may assign or transfer any right or obligation under any Finance Document.

27.Role of the Agent

27.1Appointment of the Agent

a)Subject to paragraph (c) below, each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

b)Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

c)In relation to the Finance Documents governed by Italian law, each of the Finance Parties (other than the Agent) irrevocably:

(i)appoints the Agent to be its agent (mandatario con rappresentanza) for the purpose of executing in its name and on its behalf any Finance Document which is expressed to be governed by Italian law;

(ii)grants the Agent the powers to negotiate and approve the terms and conditions of such Finance Documents, execute any other agreement or instruments, give or receive any notice and take any other action in relation to the creation, perfection, maintenance, confirmation,

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extension, enforcement and release, in whole or in part, of the security created thereunder, in each case in the name and on behalf of it and the other Finance Parties;

(iii)consents that the Agent may act as its agent (mandatario con rappresentanza) in all cases of conflict of interest and self-dealing, in accordance with Article 1394 and Article 1395 of the Italian Civil Code;

(iv)confirms that in the event that any security created under a Security Agreement governed by Italian law remains registered in the name of a Finance Party after it has ceased to be a Finance Party then the Agent shall remain empowered to execute a release of such security in its name and on its behalf.

27.2Duties of the Agent and the Security Agent

a)The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

b)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

c)If the Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

d)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement it shall promptly notify the other Finance Parties.

e)The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

27.3No fiduciary duties

a)Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person.

b)The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

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27.4Business with the Group

The Agent and any other Finance Party may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.5Rights and discretions of the Agent

a)The Agent may rely on:

(i)any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(ii)any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii)any notice or request made by the Obligors’ Agent (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all Obligors.

c)The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

d)The Agent may act in relation to the Finance Documents through its personnel and agents.

e)The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

f)Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or

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might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

27.6Majority Lenders’ instructions

a)Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

c)The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated value added tax (VAT)) which it may incur in complying with the instructions.

d)In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

e)The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

27.7Responsibility for documentation

Neither the Agent nor its directors, officers, employees or agents are responsible for:

a)the adequacy, accuracy or completeness of any information supplied by the Agent, the Borrower or any other person given in or in connection with the Finance Documents; or

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b)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other agreement, arrangement or document entered into, made or executed in connection with the Finance Documents.

27.8Exclusion of liability

a)Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

b)No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause 27.8 (Exclusion of liability).

c)The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Agent for that purpose.

27.9Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within 3 (three) Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by a Borrower pursuant to a Finance Document).

27.10Resignation of the Agent

a)The Agent may resign and appoint one of its Affiliates acting through an office in Switzerland as successor by giving notice to the other Finance Parties and the Obligors’ Agent.

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b)Alternatively the Agent may resign by giving notice to the other Finance Parties and the Obligors’ Agent, in which case the Majority Lenders (after consultation with the Obligors’ Agent) may appoint a successor Agent.

c)If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 (thirty) days after notice of resignation was given, the Agent (after consultation with the Obligors’ Agent) may appoint a successor Agent.

d)The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

e)The Agent’s resignation notice shall only take effect upon the appointment of a successor.

f)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 27.10 (Resignation of the Agent). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

g)The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)the Agent fails to respond to a request under Clause 15.1 (FATCA Information) and the Obligors’ Agent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by the Agent pursuant to Clause 15.1 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

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(iii)the Agent notifies the Obligors’ Agent and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Obligors’ Agent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Obligors’ Agent or that Lender, by notice to the Agent, requires it to resign.

h)After consultation with the Obligors’ Agent, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

27.11Relationship with the Lenders

The Agent may treat each Lender as a Lender, entitled to payments under this Agreement unless it has received not less than 5 (five) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

27.12Credit appraisal by the Lenders

Without affecting the responsibility of any Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

a)the financial condition, status and nature of each member of the Group;

b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document

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entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

d)the adequacy, accuracy and|or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

27.13Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Obligors’ Agent) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

27.14Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

27.15Security Agent

For the purposes of this Clause 27, (Role of the Agent) any reference to the Agent shall also be a reference to the Security Agent and any rights and obligations set forth in this Clause 27 (Role of the Agent) shall apply mutatis mutandis to the Security Agent.

28.Conduct of Business by the Finance Parties

No provision of this Agreement will:

a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

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b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29.Replacement of Lender

a)If at any time any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below) then the Obligor’s Agent may, on 20 (twenty) Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and represents that it is a FATCA Exempt Party (other than to an Obligor or an Obligor’s Affiliate) (a Replacement Lender) selected by the Obligor’s Agent (provided that such transfer must be made in compliance with the Non-Bank Rules and it being agreed that each of the transferring Lender and the Obligor’s Agent may, without independent verification, rely on the status confirmation made by the Replacement Lender in the Transfer Agreement), and which is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in Cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

b)The replacement of a Lender pursuant to this Clause shall be subject to the following conditions:

(i)The Obligor’s Agent shall have no right to replace the Agent;

(ii)neither the Agent nor the Lender to be replaced shall have any obligation to the Obligor’s Agent to find a Replacement Lender;

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(iii)such re-placement must take place no later than 20 (twenty) Business Days after the earlier of the date on which (x) the Non-Consenting Lender notifies the Obligor’s Agent and the Agent of its failure or refusal to give a consent in relation to, or agree to any waiver or amendment to the Finance Documents requested by the Obligor’s Agent, or (y) the Agent informs the Lenders and the Obligor’s Agent that a certain Lender is deemed as Non-Consenting Lender in accordance with paragraph (d) below;

(iv)in no event shall the Lender replaced under this Clause 29 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(v)the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

c)A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Obligor’s Agent when it is satisfied that it has complied with those checks.

d)In the event that:

(i)the Obligor’s Agent or the Agent (at the request of the Obligor’s Agent) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(ii)the consent, waiver or amendment in question requires the approval of all the Lenders; and

(iii)Lenders whose Commitments aggregate more than 66.67 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66.67 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,

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then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

30.Sharing among the Finance Parties

30.1Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from a Borrower other than in accordance with Clause 31 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

b)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 31 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

c)the Recovering Finance Party shall, within 3 (three) Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 31.5 (Partial payments).

30.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 31.5 (Partial payments) towards the obligations of that Borrower to the Sharing Finance Parties.

30.3Recovering Finance Party’s rights

On a distribution by the Agent under Clause 30.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Borrower, as between the relevant Borrower and the Recovering Finance Party, an amount equal to the

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Sharing Payment will be treated as not having been paid by that Borrower. In such a case, the Recovering Finance Party shall immediately notify the Obligors’ Agent of the circumstances and the amount of the Sharing Payment.

30.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

b)as between the relevant Borrower and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Borrower.

30.5Exceptions

a)This Clause 30.5 (Exceptions) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause 30.5 (Exceptions), have a valid and enforceable claim against the relevant Borrower.

b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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31.Payment mechanics

31.1Payments to the Agent

a)On each date on which a Borrower or a Lender is required to make a payment under a Finance Document, that Borrower or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

b)Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

31.2Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 31.3 (Distributions to a Borrower) and Clause 31.4 (Clawback) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement and in accordance with the participation of the respective Party in the relevant Utilisation or in accordance with the relevant Commitment of the respective Party, to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.

31.3Distributions to a Borrower

The Agent may (with the consent of the respective Borrower or in accordance with Clause 32 (Set-off)) apply any amount received by it for that Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Borrower under the Finance Documents.

31.4Clawback

a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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b)If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

31.5Partial payments

a)If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of that Borrower under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under the Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement; and

(iii)thirdly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

b)Paragraph (a) above will override any appropriation made by a Borrower.

31.6Business Days

a)Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

32.Set-off

Each Obligor waives its right to off-set its obligations under the Finance Documents against any claims it may have against any Finance Party and|or any party acquiring rights under the Finance Documents.

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A Finance Party may set off any matured obligation due from any Obligor under the Finance Documents against any obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation and even before the maturity of such obligations.

33.Contractual recognition of Bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

a)any Bail-In Action in relation to any such liability, including (without limitation):

(i)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)a cancellation of any such liability; and

b)a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

34.Notices and language

34.1Notices

Unless provided otherwise in this Agreement, notices to the Parties under the Finance Documents must be in writing and must be delivered in person, by letter post, facsimile or by way of electronic communication, including unencrypted e-mail and shall be communicated as follows:

Notices to the Borrower:Infront Sports & Media AG
Group Treasury Center

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c/o Sönke Ziebell

Grafenauweg 2
6302 Zug
E-mail: soenke.ziebell@infrontsports.com

with a copy to:treasury@infrontsports.com

Notices to the Agent:UBS Switzerland AG
attn.: Mark Krieger
VZA2 — 1.000.0 / FMXJ-KIM
P.O. Box
8098 Zurich
Fax: +41(0)44 237 79 90
E-mail: markus.krieger@ubs.com

or, in case of changes to the above addresses, to any other address, facsimile number or e-mail address notified at least 5 (five) Business Days prior to the relevant notice. The Agent shall inform the other Parties promptly upon receipt of such change of address.

Notices under the Finance Documents shall be effective upon receipt by the relevant Party. Notices under the Finance Documents to or from an Obligor have to be sent via the Agent. The Agent may rely on all notices or other communication that it considers authentic and to be given by the person named as author.

Each Utilisation Request, Selection Notice, Transfer Agreement, each notice of an Event of Default, each notice according to Clause 36 (Remedies and waivers) and any other communication which shall be in writing according to mutual agreement between the Parties, shall not be made by electronic communication, including e-mail, but shall be made by letter post or, in case of communication to any of the Finance Parties, facsimile. The Agent reserves the right to refuse at any time the acceptance or forwarding of notices by way of electronic communication.

If exchanged electronically, any notice shall be sent solely to such e-mail addresses as set forth herein. Each Obligor authorises the Finance Parties and the Agent to communicate by unencrypted e-mail and other means of electronic communication, except with respect to communications suitable to create, amend or terminate rights and obligations under the Finance Documents.

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The Parties acknowledge the existence of risks inherent to such electronic communication, including: (a) limited confidentiality: e-mails and attachments thereto or any other communication by electronic means may be susceptible without significant efforts to (systematic) interception by third parties and authorities; (b) manipulation: contents and mail address of the sender of such communication and any attachments thereto may be susceptible to manipulation and unauthorised amendment by a third party or to (permanent or temporary) delays in the transmission of the respective communication; (c) transmission failures: technical malfunctions may cause deliveries to go to recipients other than the intended addressee thereof or to be delayed or partially or entirely deleted; (d) lack of integrity: the recipient of such message may be unable to verify in a timely fashion whether the sender thereof is authentic and whether the content thereof is not unduly manipulated; (e) data corruption by viruses: viruses, trojan horses, worms, etc. may be transmitted by electronic communications and may cause significant damage to computer systems of the recipients thereof.

In particular, the Finance Parties and the Agent do not represent or warrant that (a) any electronic communication sent by a Finance Party or the Agent or addressed to a Borrower will be timely received by the addressee; (b) any electronic communication purportedly sent by a Finance Party or the Agent, its respective directors, officers and employees or agents, has actually been sent by it; and (c) any electronic communication to it will be read or processed on time.

The Agent reserves the right at any time to reject receipt of electronic communications, or make the receipt or processing thereof subject to certain conditions. Neither the Finance Parties nor the Agent shall be responsible or liable for any damage suffered, or cost incurred, by a Borrower or any other party as a result of or in connection with any electronic communication.

34.2Language

a)Any notice given under or in connection with any Finance Document must be in English or German.

b)All other documents provided under or in connection with any Finance Document must be:

(i)in English or German; or

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(ii)if not in English or German, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

35.Severability

Should any part or provision of this Agreement be held to be invalid or unenfor-ceable by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall negotiate in good faith a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection.

36.Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

37.Amendments and waivers

37.1Required consents

a)Subject to Clause 37.2 (Exceptions) and Clause 37.3 (Replacement of screen rate) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, to the extent directly affected thereby, the Borrower and any such amendment or waiver will be binding on all Parties.

b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 37.1.

37.2Exceptions

a)Subject to Clause 37.3 (Replacement of screen rate), an amendment or waiver that has the effect of changing or which relates to:

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(i)the definition of Majority Lenders in Clause 1 (Definitions);

(ii)an extension to the date of payment of any amount under the Finance Documents;

(iii)a reduction in the Margin, a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)an increase in or an extension of any Facility or Commitment other than due to the exercise of an Extension Option or the Increase Option;

(v)any change of the payment order set out in Clause 31.5 (Partial payments);

(vi)the change or release of any Security or Guarantee granted under the Finance Agreements;

(vii)Clause 3.2 (Lenders’ status, rights and obligations), Clause 25 (Changes to the Lenders), Clause 26 (Changes to the Obligors) or this Clause 37 (Amendments and waivers);

(viii)changes to Clause 20.17 (No use of funds for Restricted Persons) and Clause 23.23 (No use of funds for Restricted Persons); and

(ix)any provision which expressly requires the consent of all the Lenders,

shall not be made without the prior consent of all the Lenders.

b)An amendment or waiver which relates to the rights or obligations of the Agent may not be effected without the consent of the Agent.

c)In connection with the amendment or waiver of a Restricted Finance Party Clause:

(i)the Commitments of Lenders that are Restricted Finance Parties, and

(ii)the vote of any other Restricted Finance Party which would be required to vote in accordance with the provisions of the Agreement will be excluded for the purpose of determining whether the consent of the requisite Finance Parties has been obtained or whether the amendment or waiver by the requisite Finance Parties has been

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made unless the relevant Restricted Finance Party has (in its absolute discretion) notified the Agent in writing that it does have, in the given circumstances, the benefit of the provision in respect of which the amendment or waiver is sought.

37.3Replacement of screen rate

a)If:

(i)the screen rate in relation to LIBOR has permanently or indefinitely ceased to be published by ICE Benchmark Administration Limited (or any other person which takes over the administration of the rate) for a currency which can be selected for a Loan (or ICE Benchmark Administration Limited or such replacement administrator has made an announcement to that effect); or

(ii)the Agent comes to the conclusion (acting reasonably) that the use of LIBOR as benchmark rate is no longer appropriate,

the Borrower and the Agent shall enter into negotiations in good faith for a period of not more than 30 (thirty) days with a view to agreeing on another benchmark rate to apply in place of the screen rate (the Replacement Rate) and any amendment to the Finance Documents which relates to aligning any provision of a Finance Document to the use of that Replacement Rate. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with the terms agreed among the Borrower and the Majority Lenders.

b)If no agreement can be reached between the Borrower and the Majority Lenders within the period specified in paragraph (a) above, the Agent may, if so directed by the Majority Lenders, specify the Replacement Rate and any amendment to the Finance Documents which relates to aligning any provision of a Finance Document to the use of that Replacement Rate. To the extent practicable, these amendments shall be such as to ensure that the use of the Replacement Rate does not result in any material alteration in the commercial effect of the obligations of the Parties under this Agreement. Any amendments so specified by the Agent shall be binding on each of the Parties.

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38.Confidentiality

38.1Confidential Information

Each Party agrees to keep the Confidential Information confidential and any communication by a Party to any third party within Switzerland or abroad in relation to the Finance Documents (but subject to the provisions contained therein) requires the consent of all Parties, except for disclosure in the context of a proposed assignment, transfer, hedging or risk sharing, subject to such addressee having agreed to being bound by a confidentiality undertaking or is otherwise bound by requirements of confidentiality and for disclosure to Affiliates, and where required under applicable laws and regulation or in case of disclosure ordered by governmental authorities or in the instances referred to in the following sentence.

38.2Release from bank secrecy

The Obligors hereby expressly release each Finance Party and its Affiliates from banking secrecy, data protection obligations and further confidentiality obligations for such purposes and to the extent required for the entering into, the administration, the maintenance and enforcement of the Finance Documents (or any other agreements or documents ancillary thereto), the performance of obligations or the enjoyment of rights thereunder or to the extent that any such act requires the transfer of data and information to third parties, including to New Lenders or rating agencies, and expressly permits the transfer of such data and information within Switzerland and|or from and to abroad.

38.3Confidentiality of Reference Bank Quotations

a)The Agent and each Obligor agree to keep each Reference Bank Quotation confidential and not to disclose it to anyone, save to the extent permitted by paragaphs (b), (c) and (d) below.

b)The Agent may disclose any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of

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confidentiality undertaking agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.

c)The Agent may disclose any Reference Bank Quotation to:

(i)any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives if any person to whom that Reference Bank Quotation is to be given pursuant to this subparagraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(ii)any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)any person with the consent of the relevant Lender or Reference Bank, as the case may be.

d)The Agents obligations in this Clause 38.3 (Confidentiality of Reference Bank Quotations) are without prejudice to its obligations to make

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notifications under Clause 10.6 (Notification of rates of interest) provided that the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

39.Counterparts

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

40.Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland.

41.Jurisdiction

Place of performance as well as the exclusive place of jurisdiction for any disputes arising out of or in connection with this Agreement shall be the City of Zurich, venue being Zurich 1.

However, the Finance Parties reserve the right to take legal action at the domicile of a Borrower or any other competent authority, in which case Swiss law shall remain applicable.

[Signature pages follow]

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PARENT AND GUARANTOR:

Infront International Holdings AG
Name:	Name:
Function:	Function:

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GUARANTOR:

Infront Holding AG
Name:	Name:
Function:	Function:

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COMPANY, BORROWER AND GUARANTOR:

Infront Sports & Media AG
Name:	Name:
Function:	Function:

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ORIGINAL LENDERS:

UniCredit Bank AG
Name:	Name:
Function:	Function:
UBS Switzerland AG
Name:	Name:
Function:	Function:

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AGENT AND SECURITY AGENT:

UBS Switzerland AG
Name:	Name:
Function:	Function:

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SCHEDULE 1

ORIGINAL PARTIES

Part I

Borrower

		Borrower under Facility
Name	Jurisdiction	Term Loan Facility	RCF
Infront Sports & Media AG	Switzerland	Yes	Yes

Guarantors

		Guarantor under Facility
Name	Jurisdiction	Term Loan Facility	RCF
Infront International Holdings AG	Switzerland	Yes	Yes
Infront Holding AG	Switzerland	Yes	Yes
Infront Sports & Media AG	Switzerland	Yes	Yes

Part II

Original Lenders and Commitments

	Facility			Pro-Rata
	(in EUR)			Share in
Name	Term Loan Facility	RCF	Total:	%:
UBS Switzerland AG	175,000,000	50,000,000	225,000,000	50.00	%
UniCredit AG	175,000,000	50,000,000	225,000,000	50.00	%
Total:	350,000,000	100,000,000	450,000,000	100.0	%

1

SCHEDULE 2

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1.Corporate documents:

a)A certified and up-to-date excerpt from the commercial register of each Obligor | Security Provider (other than a Security Provider incorporated under the laws of Singapore).

b)Satisfactory searches made at the Accounting and Corporate Regulatory Authority in Singapore against each Security Provider incorporated under the laws of Singapore.

c)A certified and up-to-date copy of the constitutional documents of each Obligor | Security Provider (for each of the Security Providers incorporated under Italian law being its atto costitutivo and statuto).

d)An up-to-date copy of the register of beneficial owners of each Obligor | Security Provider incorporated in Switzerland as per art. 697 (l) CO).

e)A solvency certificate (certificate di vigenza) of each of the Security Providers incorporated under Italian law from the relevant companies’ register in Italy dated not earlier than 3 (three) Business Days prior to the date of this Agreement, confirming that no insolvency or similar procedures are pending against such Security Provider.

f)A copy of a resolution of the board of directors (Verwaltungsrat), or equivalent corporate body, of each Obligor | Security Provider:

(i)approving the terms of, and the transactions contemplated by the Finance Documents to which it is a party and resolving that it executes and delivers and performs its obligations under the Finance Documents to which it is a party; and

(ii)authorising, where relevant, a specified person or specified persons to execute the Finance Documents to which it is a party on its behalf and to sign and|or dispatch all documents and notices (including, if relevant, any Utilisation Request) to be

1

signed and dispatched by it under or in connection with the Finance Documents to which it is a party.

g)A resolution of all the shareholders of each Security Provider incorporated under the laws of Singapore:

(i)approving the terms of, and the transactions contemplated by the Finance Documents to which it is a party;

(ii)adopting such changes to its constitution as the Security Agent requires to, among other things, remove any restriction on any transfer of its shares pursuant to any enforcement of the Share Charge (IPAHPL) or, as the case may be, the Share Charge (IFMPL).

h)To the extent required under applicable local law to create a valid security interest, a resolution of the shareholders, or equivalent corporate body, of each Security Provider relating to the execution, delivery and performance of the respective Security Agreement.

i)A certificate of each Obligor and Security Provider, signed by an authorised signatory of the Obligor and the Security Provider respectively:

(i)containing a specimen signature of each person authorised to execute the Finance Documents or any document or notice in connection therewith on behalf of the respective Obligor | Security Provider;

(ii)confirming that borrowing, guaranteeing or securing, as applicable, would not cause any borrowing, guaranteeing, securing or similar limit binding on the respective Obligor | Security Provider to be exceeded; and

(iii)confirming that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect.

j)A certificate of the Borrower, signed by an authorised signatory of the Borrower:

2

(i)confirming that the first Utilisation will be applied in full payment or repayment of the amounts outstanding under the Existing Credit Facilities Agreement;

(ii)confirming that the Existing Credit Facilities Agreement has been terminated or will be terminated by the first Utilisation Date;

(iii)confirming that Hedging Agreements in relation to the Existing Credit Facilities Agreement have been terminated or will be terminated by the first Utilisation Date; and

(iv)confirming that any amounts payable under Hedging Agreements relating to the Existing Credit Facilities Agreement have been or will be paid by the first Utilisation Date.

2.Finance Documents:

a)A copy of this Agreement, duly executed by each party thereto.

b)A copy of the Fee Letters, duly executed by each party thereto.

c)Each of the Security Agreements, duly executed by each party thereto.

d)Evidence satisfactory to the Lenders regarding the valid perfection of the security interests created under the Security Agreements.

3.Legal Opinions:

a)Legal opinion of Homburger AG, legal adviser to the Mandated Lead Arrangers, Agent and Security Agent as to Swiss law, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

b)Legal opinion (capacity and enforceability) of Allen & Gledhill LLP, legal adviser to the Lenders as to Singapore law, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

3

c)Legal opinion (capacity and enforceability) of Allen & Overy — Studio Legale Associato, legal adviser to the Lenders as to Italian law, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

4.Other documents and evidence:

a)Most recent statutory financial statements of the Company and each Obligor.

b)Evidence satisfactory to the Lenders that the fees, costs and expenses then due in accordance with the Agreement have been paid or will be paid by the first Utilisation Date.

c)Evidence satisfactory to the Lenders that any amount outstanding under the Existing Credit Facilities Agreement has been paid or will be paid by the first Utilisation Date.

d)Evidence satisfactory to the Lenders that any hedging liability has been repaid or settled or will be repaid or settled by the first Utilisation Date.

e)Any information and evidence in respect of the Company required by the Agent or any other Finance Party to enable it to be satisfied with the results of all “know your customer” checks which it is required to carry out in relation to such person.

f)Further copies of documents, authorisations, opinions or assurances at the reasonable request of the Agent.

4

SCHEDULE 3

REQUESTS

Part I

Form of Utilisation Request

Utilisation Request

From:Infront Sports & Media AG

To:	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG  — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.We wish to borrow a Loan on the following terms:

Facility:	[Term Loan Facility | RCF]
Utilisation Date:	[·] (or, if that is not a Business Day, the next Business Day)
Currency of Loan:	[·]
Amount:	[·] or, if less, the Available Facility

1

Interest Period:	[·] Month(s)
Account:	[·]

3.We confirm that each condition specified in Clause 5.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4.We confirm that the Repeating Representations are true and correct and no Default is continuing or likely to occur as of the date hereof.

5.This Utilisation Request is irrevocable.

Yours faithfully

Infront Sports & Media AG
Name:	Name:
Function:	Function:

2

Part II

Form of Selection Notice

Selection Notice

From	Infront Sports & Media AG
To	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG  — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2.We refer to the following Term Loan: [Details of respective Term Loan].

3.[We request that the next Interest Period for the above Loan shall be: [·] Month(s)]

4.We confirm that the Repeating Representations are true and correct and no Default is continuing or likely to occur as of the date hereof.

5.This Selection Notice is irrevocable.

3

Yours faithfully

Infront Sports & Media AG
Name:	Name:
Function:	Function:

4

Part III

Form of Extension Request

Extension Request

From	Infront Sports & Media AG
To	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG  — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is an Extension Request. Terms defined in the Agreement have the same meaning in this Extension Request unless given a different meaning in this Extension Request.

2.We request that the [Initial Maturity Date| First Extended Maturity Date] be extended for a further period of 12 (twelve) Months.

3.We confirm that no Event of Default is continuing.

4.This Extension Request is irrevocable.

Yours faithfully

Infront Sports & Media AG
Name:	Name:
Function:	Function

1

Part IV

Form of Increase Request

Increase Request

From	Infront Sports & Media AG
To	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG  — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is an Increase Request. Terms defined in the Agreement have the same meaning in this Extension Request unless given a different meaning in this Increase Request.

2.We request an increase in accordance with the following terms:

Facility:	[Term Loan Facility | RCF]
Increase Date:	[·] (or, if that is not a Business Day, the next Business Day)
Currency:	[·]
Amount:	[·]

3.We confirm that the Repeating Representations are true and correct, no Event of Default is continuing and no Event of Default will occur as a result of the [Additional Term Loan Facility Commitment] | [Additional RCF Commitment] being made available.

1

Yours faithfully

Infront Sports & Media AG
Name:	Name:
Function:	Function

2

SCHEDULE 4

FORM OF TRANSFER AGREEMENT

From:	[the Existing Lender] and [the New Lender] (the New Lender)
To:	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
	[In addition, if the consent of the Obligors’ Agent is required pursuant to Clause 25 (Changes to the Lenders): ISMAG]
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG  — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is a Transfer Agreement. Terms defined in the Agreement have the same meaning in this Transfer Agreement unless given a different meaning in this Transfer Agreement.

2.With respect to the Security Agreements governed by Italian law, any transfer made under the Agreement by way of Swiss law transfer shall be construed under Italian law as a cessione totale o parziale del contratto or a cessione del credito or otherwise a successione a titolo particolare and shall not entail under Italian law a novazione of (or have an effetto novativo on) the Agreement or such Security Agreement.

3.Notice by the Existing Lender

[If the consent of the Obligors’ Agent is required pursuant to Clause 25 (Changes to the Lenders):] [The Existing Lender hereby requests the Obligors’ Agent to consent to the transfer by way of assignment and assumption of the Existing Lender’s rights and obligations under the Agreement

1

pursuant to Clause 25 (Changes to the Lenders) thereof to the extent specified herein to the New Lender. The Existing Lender hereby represents to the Obligors’ Agent that the details of the Transfer set forth herein are complete and accurate.]

[If no consent of the Obligors’ Agent is required pursuant to Clause 25 (Changes to the Lenders):] [The Existing Lender hereby notifies the Obligors’ Agent of the transfer by way of assignment and assumption of the Existing Lender’s rights and obligations under the Agreement pursuant to Clause 25 (Changes to the Lenders) of the Agreement to the extent specified herein to the New Lender. The Existing Lender hereby represents to the Obligors’ Agent that the details of the Transfer set forth herein are complete and accurate.] [No consent of the Obligors’ Agent is required pursuant to Clause 25.2 (Conditions of Assignment or Transfer) of the Agreement as [an Event of Default is continuing] [the New Lender is a Lender or an Affiliate of a Lender which in each case is a Qualifying Bank.]

4.Assignment and Assumption

Subject to the Agent’s confirmation pursuant to Clause 25 (Changes to the Lenders) of the Agreement, (i) the Existing Lender hereby assigns its rights and transfers its obligations under the Agreement to the New Lender to the extent specified herein; (ii) the New Lender hereby accepts and assumes the Existing Lender’s rights and obligations under the Agreement to the extent specified herein; (iii) the Existing Lender shall be discharged of its obligations to the extent of the New Lender’s assumption thereof; and (iv) unless the New Lender is already a Finance Party, it shall become a Lender under the Agreement hereby.

5.Transfer Fee

The New Lender shall pay a fee to the Agent in the amount of EUR 3,000 (three thousand Euros).

6.Representations and Warranties of the New Lender

The New Lender represents and warrants that it (i) has received a copy of the Agreement together with all further information it may have requested, and (ii) has not relied on any representation, or any information provided by the Existing Lender or any other Finance Party in assessing the legality, validity, effectiveness, appropriateness, accuracy or completeness of such

2

representation or information, but made, and will make throughout the term of the Agreement, an independent assessment of the business and financial conditions, creditworthiness and prospects of the Borrower.

The New Lender further represents to all Parties that it [is] [is not] a Qualifying Bank.

The New Lender acknowledges and agrees that the Agent has executed the Security Agreement is direct or indirect representative, as the case may be, of such New Lender.

The New Lender represents and warrants that it is a FATCA Exempt Party (or will be a FATCA Exempt Party as from the earliest FATCA Application Date).

7.New Lender’s Covenants

The New Lender hereby undertakes, for the benefit of all Parties, to duly perform each obligation pursuant to the Agreement and any document related thereto assumed by it herein.

8.Disclaimer

No Finance Party confirms, represents or warrants the legality, validity, effectiveness, appropriateness or enforceability of the Agreement or any document related thereto. None of the Finance Parties shall have any responsibility or liability with respect thereto or to the business or financial condition of any Obligor or any other member of the Group, its creditworthiness or its compliance with any obligation pursuant to the Agreement or any document related thereto.

The New Lender expressly acknowledges the limitations of the Existing Lender’s obligations set out in paragraph (c) of Clause 25.4 (Limitation of Responsibility of Existing Lenders).

9.Governing Law and Jurisdiction

This Transfer Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland. Place of performance as well as the exclusive place of jurisdiction for any disputes arising out of or

3

in connection with this Transfer Agreement shall be the City of Zurich, venue being Zurich 1.

10.Details of Transfer

Facility	Term Loan Facility	RCF
Effective date of Transfer	[·]	[·]
Existing Lender’s Commitment	EUR [·]	EUR [·],CHF [·] or USD [·]
Outstanding portion of Existing Lender’s Commitment	EUR [·]	EUR [·],CHF [·] or USD [·]
Available portion of Existing Lender’s Commitment	EUR [·]	EUR [·],CHF [·] or USD [·]
Portion of Existing Lender’s Commitments transferred to New Lender	EUR [·]	EUR [·],CHF [·] or USD [·]

11.Details of New Lender

Legal name and registered office:

Contact person:

Address for
notices:

Payment
Instructions:

Phone:

E-mail:

Facsimile:

4

New Lender:
[Name]
Name:	Name:
Function:	Function:
Existing Lender:
[Name]
Name:	Name:
Function:	Function:

If the consent of the Obligors’ Agent is required pursuant to Clause 25 (Changes to the Lenders):

Infront Sports & Media AG
Name:	Name:
Function:	Function:

5

SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

From:	[the Existing Lender] and [the Assignee] (the Assignee)
To:	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
	[In addition, if the consent of the Obligors’ Agent is required pursuant to Clause 25 (Changes to the Lenders): ISMAG]
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG  — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is an Assignment Agreement for the purpose of the Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2.With respect to the Security Agreements governed by Italian law, any assignment made under the Agreement by way of Swiss law assignment shall be construed under Italian law as a cessione totale o parziale del contratto or a cessione del credito or otherwise a successione a titolo particolare and shall not entail under Italian law a novazione of (or have an effetto novativo on) the Agreement or such Security Agreement.

3.Notice by the Existing Lender

[If the consent of the Obligors’ Agent is required pursuant to Clause 25.2 (Conditions of Assignment or Transfer):] [The Existing Lender hereby requests the Obligors’ Agent to consent to the assignment of the Existing Lender’s rights and claims under the Agreement pursuant to Clause 25.2 (Conditions of Assignment or Transfer) thereof to the extent specified herein

1

to the Assignee. The Existing Lender hereby represents to the Obligors’ Agent that the details of the assignment set forth herein are complete and accurate.]

[If no consent of the Obligors’ Agent is required pursuant to Clause 25.2 (Conditions of Assignment or Transfer)):] [The Existing Lender hereby notifies the Obligors’ Agent of the assignment of the Existing Lender’s rights and claims under the Agreement pursuant to Clause 25.2 (Conditions of Assignment or Transfer)) of the Agreement to the extent specified herein to the Assignee. The Existing Lender hereby represents to the Obligors’ Agent that the details of the assignment set forth herein are complete and accurate.] [No consent of the Obligors’ Agent is required pursuant to Clause 25.2 (Conditions of Assignment or Transfer) of the Agreement as [an Event of Default is continuing] [the Assignee is a Lender or an Affiliate of a Lender which in each case is a Qualifying Bank.]

4.Assignment and Assumption

Subject to the Agent’s confirmation pursuant to Clause 25 (Changes to the Lenders) of the Agreement, (i) the Existing Lender agrees to assign and hereby assigns its rights and claims under the Agreement to the Assignee to the extent specified herein; and (ii) the Assignee hereby accepts and assumes the Existing Lender’s rights and claims under the Agreement to the extent specified herein.

5.Assignment Fee

The Assignee shall pay a fee to the Agent in the amount of EUR 3,000 (three thousand Euros).

6.Representations and Warranties of the Assignee

The Assignee represents and warrants that it (i) has received a copy of the Agreement together with all further information it may have requested, and (ii) has not relied on any representation, or any information provided by the Existing Lender or any other Finance Party in assessing the legality, validity, effectiveness, appropriateness, accuracy or completeness of such representation or information, but made, and will make throughout the term of the Agreement, an independent assessment of the business and financial conditions, creditworthiness and prospects of the Borrower.

The Assignee further represents to all Parties that it [is] [is not] a Qualifying Bank.

2

The Assignee represents and warrants that it is a FATCA Exempt Party (or will be a FATCA Exempt Party as from the earliest FATCA Application Date).

7.Disclaimer

No Finance Party confirms, represents or warrants the legality, validity, effectiveness, appropriateness or enforceability of the Agreement or any document related thereto. None of the Finance Parties shall have any responsibility or liability with respect thereto or to the business or financial condition of the Borrower or any other member of the Group, its creditworthiness or its compliance with any obligation pursuant to the Agreement or any document related thereto.

Assignee expressly acknowledges the limitations of the Existing Lender’s obligations set out in paragraph (c) of Clause 25.4 (Limitation of Responsibility of Existing Lenders).

8.Governing Law and Jurisdiction

This Assignment Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland. Place of performance as well as the exclusive place of jurisdiction for any disputes arising out of or in connection with this Transfer Agreement shall be the City of Zurich, venue being Zurich 1.

9.Details of Assignment

Facility	Term Loan Facility	RCF
Effective date of Assignment	[·]	[·]
Existing Lender’s Commitment	EUR [·]	EUR [·],CHF [·] or USD [·]
Outstanding portion of Existing Lender’s Commitment	EUR [·]	EUR [·],CHF [·] or USD [·]
Available portion of Existing Lender’s Commitment	EUR [·]	EUR [·],CHF [·] or USD [·]
Portion of Existing Lender’s Rights and claims assigned to Assignee	EUR [·]	EUR [·],CHF [·] or USD [·]

3

10.Details of Assignee

Legal name and registered office:

Contact person:

Address for notices:

Payment Instructions:

Phone:

E-mail:

Facsimile:

4

Assignee:
[Name]
Name:	Name:
Function:	Function:
Existing Lender:
[Name]
Name:	Name:
Function:	Function:

If the consent of the Obligors’ Agent is required pursuant to Clause 25 (Changes to the Lenders):

Infront Sports & Media AG

Name:	Name:
Function:	Function:

5

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

Compliance Certificate

From:	Infront Sports & Media AG
To:	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.We confirm that:

(i)the Leverage Ratio is being complied with and has been calculated in accordance with Annex A hereto;

(ii)the Minimum Equity is being complied with and has been calculated in accordance with Annex B hereto; and

(iii)no Default is continuing.

Infront Sports & Media AG
Name:	Name:
Function:	Function:

1

Annex A: Calculation of Leverage Ratio

2

Annex B: Calculation of Minimum Equity

3

SCHEDULE 7

FORM OF INCREASE DOCUMENTS

Part I

Form of Increase Agreement

From:	[the Increase Lender]
To:	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is an Increase Agreement for the purpose of the Agreement. Terms defined in the Agreement have the same meaning in this Increase Agreement unless given a different meaning in this Increase Agreement.

2.The proposed Increase Date is [date], subject to Clause 3.4 (Increase Option) of the Agreement.

3.With effect as of the Increase Date (or such later date as the increase in the [Total Term Loan Facility Commitment] [the Total RCF Commitment], takes effect pursuant to Clause 3.4 (Increase Option)), the Increase Lender hereby increases its [Term Loan Facility Commitment] [RCF Commitment], under the Agreement in accordance with the terms of the Agreement as follows:

[Total Term Loan Facility Commitment] [Total RCF Commitment] prior to increase	[·]
[Additional Term Loan Facility Commitment] [Additional RCF Commitment]	[·]
Increasing Lender’s participation in the [Additional Term Loan Facility Commitment] [Additional RCF Commitment]	[·]

1

[Total Term Loan Facility Commitments] [Total RCF Commitments] upon increase	[·]
Increasing Lender’s participation in the [Total Term Loan Facility Commitment] [Total RCF Commitment] upon increase	[·]

2

Infront Sports & Media AG
Name:	Name:
Function:	Function:
Increasing Lender:
[Name]
Name:	Name:
Function:	Function:
The Increase Date is confirmed by the Agent as [date].
UBS Switzerland AG
Name:	Name:
Function:	Function:

3

Part II

Form of Accession Agreement

From:	[the Additional Lender]
To:	UBS Switzerland AG
	attn.: Mark Krieger
	VZA2 — 1.000.0 / FMXJ-KIM
	P.O. Box
	8098 Zurich
	Fax: +41(0)44 237 79 90
	E-mail: markus.krieger@ubs.com
Date:	[Date]

Dear Sirs,

Infront Sports & Media AG — Credit Facilities Agreement dated May 18, 2018
(the Agreement)

1.We refer to the Agreement. This is an Accession Agreement for the purpose of the Agreement. Terms defined in the Agreement have the same meaning in this Accession Agreement unless given a different meaning in this Accession Certificate.

2.The proposed Increase Date is [date], subject to Clause 3.4 (Increase Option) of the Agreement.

3.On the Increase Date (or such later date as the increase in the [Total Term Loan Facility Commitment] [the Total RCF Commitment], takes effect pursuant to Clause 3.4 (Increase Option)):

a)the Additional Lender becomes a party to the Agreement as a Lender; and

b)the Additional Lender assumes all the rights and obligations of a Lender in relation to its participation in the Additional Term Loan Facility Commitment] [Additional RCF Commitment] in accordance with the terms of the Agreement as follows:

[Total Term Loan Facility Commitment] [Total RCF Commitment] prior to increase	[·]
[Additional Term Loan Facility Commitment] [Additional RCF Commitment]	[·]
Additional Lender’s participation in the [Additional Term Loan Facility Commitment] [Additional RCF Commitment]	[·]

1

[Total Term Loan Facility Commitments] [Total RCF Commitments] upon increase	[·]
Additional Lender’s participation in the [Total Term Loan Facility Commitment] [Total RCF Commitment] upon increase	[·]

4.The administrative details of the Additional Lender for the purposes of the Agreement are as follows:

Legal name and registered office:	[·]
Contact person:	[·]
Address for notices:	[·]
Payment instructions:	[·]
Phone:	[·]
Email:	[·]
Facsimile:

5.The Additional Lender represents and warrants that it (i) has received a copy of the Agreement together with all further information it may have requested, and (ii) has not relied on any representation, or any information provided by any Finance Party in assessing the legality, validity, effectiveness, appropriateness, accuracy or completeness of such representation or information, but made, and will make throughout the term of the Agreement, an independent assessment of the business and financial conditions, creditworthiness and prospects of the Borrower.

The Additional Lender further represents to all Parties that it is a FATCA Exempt Party and [a Swiss Qualifying Bank] [not a Swiss Qualifying Bank] and that it is resident for tax purposes in [·].

6.The Additional Lender hereby undertakes, for the benefit of all Parties, to duly perform each obligation pursuant to the Agreement and any document related thereto assumed by it herein.

7.The Additional Lender expressly acknowledges the limitations of the Existing Lender’s obligations set out in paragraph (c) of Clause 25.4 (Limitation of Responsibility of Existing Lenders).

8This Accession Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles.

The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to this Accession Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the City of Zurich (Zurich 1), Switzerland.

2

Infront Sports & Media AG
Name:	Name:
Function:	Function:
Additional Lender:
[Name]
Name:	Name:
Function:	Function:
The Increase Date is confirmed by the Agent as [date].
UBS Switzerland AG
Name:	Name:
Function:	Function:

3

SCHEDULE 8

Group Structure Chart

1

1

1

EX-10.11

Exhibit 10.11

Execution Version

Amendment Agreement No. 1

dated as of November 21, 2018

by and between

Infront Holding AG

(IHAG, Parent, Guarantor or Security Provider)

Infront Sports & Media AG

(ISMAG, Company, Borrower, Guarantor or Security Provider)

Infront Pan-Asia Holding Pte. Ltd

(Infront Pan-Asia or Security Provider)

Infront Italy Holding Spa

(Infront Italy Holding or Security Provider)

Infront Italy Spa

(Infront Italy or Security Provider)

HOST BROADCAST SERVICES (HBS) AG

(HOST BROADCAST or Security Provider)

Infront Football Media Pte. Ltd.

(Infront Football or Security Provider)

Infront International Holdings AG

IIHAG

and

UBS Switzerland AG

(UBS, Agent or Security Agent)

(IIHAG, IHAG, ISMAG, Infront Pan-Asia, Infront Italy Holding, Infront Italy, HOST BROADCAST and Infront Football, collectively, the Infront Parties, and, together with UBS, the the Parties)

2

Whereas

A.Pursuant to a credit facilities agreement dated as of May 18, 2018, made between Infront International Holdings AG, as Parent or Guarantor, Infront Holding AG, as Guarantor, Infront Sports & Media AG, as Borrower or Guarantor, and UBS Switzerland AG, as Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender and UniCredit Bank AG, as Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender (the Credit Facilities Agreement), the Lenders (as defined in the Credit Facilities Agreement) have agreed to make available to the Borrower certain credit facilities in the total aggregate amount of initially EUR 450,000,000.

B.Pursuant to certain discussions, the Parties aim to make certain changes to the Credit Facilities Agreement to acknowledge that as of the Effective Date (as defined below) (i) Infront International Holdings AG will no longer be a party and act as Parent and/or Guarantor under the Credit Facilities Agreement and (ii) Infront Holding AG will replace Infront International Holdings AG in its functions under the Credit Facilities Agreement.

C.In order to realize these purposes, the Parties (as defined in the Credit Facilities Agreement) have agreed to amend certain provisions of the Credit Facilities Agreement.

Now, therefore, the Parties agree as follows:

1.Definitions

Unless defined otherwise hereinafter and except to the extent that the context requires otherwise, capitalized terms used in this Amendment Agreement No. 1 (the Amendment Agreement) shall have the meanings assigned to them in the Credit Facilities Agreement.

2.Designation

The Parties confirm the designation of this Amendment Agreement as a Finance Document.

3.Scope of this Amendment Agreement

It is agreed between the Parties that the terms and conditions of the Credit Facilities Agreement and all other Finance Documents shall remain unchanged

3

and in full force and effect and binding upon the Parties, unless specifically provided for otherwise in this Amendment Agreement.

4.Condition Precedent

A copy of a resolution of the Parent’s board of directors in form and substance satisfactory to the Agent (i) approving or ratifying the terms of, and the transactions contemplated by this Amendment Agreement and resolving that it executes and delivers and performs its obligations under the Finance Documents to which it is a party and (ii) authorizing, where relevant, a specified person or persons to execute this Amendment Agreement on its behalf.

5.Entry Into Force

The amendments and the amended rights and obligations as set forth in Clause 6 (Termination of the Credit Facilities Agreement in respect of Infront International Holdings AG and replacement of Infront International Holdings AG with Infront Holding AG as Parent and/or Guarantor), Clause 7 (Amendments) and Clause 8 (Security Confirmation) shall enter into force as of the date the conditions precedent as set forth in Clause 4 (Conditions Precedent) are satisfied (the Effective Date).

6.Termination of the Credit Facilities Agreement in respect of Infront International Holdings AG and replacement of Infront International Holdings AG with Infront Holding AG as Parent and/or Guarantor

Effective as of the Effective Date, (i) Infront International Holdings AG will no longer act as Parent and/or Guarantor under the Credit Facilities Agreement and (ii) Infront Holding AG will act as Parent and/or Guarantor under the Credit Facilities Agreement, it being understood that Infront Holding AG will replace Infront International Holdings AG in its functions.

7.Amendments

7.1Cover Page

Effective as of the Effective Date, the cover page of the Credit Facilities Agreement shall be amended and read as follows:

“Credit Facilities Agreement

dated May 18, 2018

4

by and between

Infront Holding AG

Grafenauweg 2, 6304 Zug, Switzerland

(IHAG, Parent or Guarantor)

Infront Sports & Media AG

Grafenauweg 2, 6302 Zug, Switzerland

(ISMAG, Company, Borrower or Guarantor)

and

UBS Switzerland AG

Bahnhofstrasse 45, 8001 Zurich, Switzerland

(UBS, Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender)

UniCredit Bank AG

Arabellastrasse 12, 81925 Munich, Germany

(UniCredit, Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender)

(IHAG, ISMAG and the Original Lenders, collectively the Original Parties)”

7.2Page 9 immediately preceding Section 1

Effective as of the Effective Date, page 9 of the Credit Facilities Agreement shall be amended and read as follows:

“This credit facilities agreement is originally dated as of May 18, 2018, and made between:

1.Infront Holding AG, Grafenauweg 2, 6304 Zug, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-109.900.324 (IHAG, Parent or Guarantor);

5

2.Infront Sports & Media AG, Grafenauweg 2, 6304 Zug, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zug under registration no. CHE-101.159.299 (ISMAG, Company, Borrower or Guarantor);

3.UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Switzerland, registered with the Commercial Register of the Canton of Zurich under registration no. CHE-412.669.376, and licensed by the Swiss Financial Market Supervisory Authority FINMA as a bank and securities dealer (UBS, Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent or Original Lender); and

4.UniCredit Bank AG, Arabellastrasse 12, 81925 Munich, a corporation (Aktiengesellschaft) incorporated and organised under the laws of Germany, registered with the Local Court of Munich under registration no. 42148 (UniCredit, Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent or Original Lender).”

7.3Section 1 (Definitions and Interpretation), Clause 1 (Definitions)

Effective as of the Effective Date, Clause 1 (Definitions) of Section 1 (Definitions and Interpretation) of the Credit Facilities Agreement shall be amended and read as follows:

“1. Definitions

[...]

Agreement means this EUR 450,000,000 credit facilities agreement, as amended from time to time, between IHAG as Parent and Guarantor, ISMAG as Company, Borrower and Guarantor, UBS as Mandated Lead Arranger, Underwriter, Bookrunner, Agent, Security Agent and Original Lender and UniCredit as Mandated Lead Arranger, Underwriter, Bookrunner, Documentation Agent and Original Lender as well as any other person becoming a Party hereto.

[...]

Existing Credit Facilities Agreement means the credit facilities agreement dated July 27, 2016, pursuant to which Wanda Sports Finance Ltd., Hong Kong, provided Infront International Holdings AG, with a USD 470,000,000 facility, with

6

an actual outstanding amount of USD 470,000,000 as of March 31, 2018, on-lent to the Company on July 27, 2016, in an amount of USD 470,000,000 with an actual outstanding amount of EUR 381,462,543.63 as of March 31, 2018.

[...]

7.4Section 22 (Financial Covenants), Clause 22.2 (Minimum Equity)

Effective as of the Effective Date, Clause 22.2. (Minimum Equity) of Section 22 (Financial Covenants) of the Credit Facilities Agreement shall be amended and read as follows:

“22. Financial Covenants

[...]

“22.2 Minimum Equity

The Minimum Equity of IHAG shall be at least CHF 200 million at the end of each financial year as per standalone financial statements of IHAG (the Minimum Equity).

[...]”

7.5Schedule 1 (Original Parties), Part I

Effective as of the Effective Date, Part I of Schedule 1 (Original Parties) to the Credit Facilities Agreement shall be amended and read as follows:

SCHEDULE 1

ORIGINAL PARTIES

Part I

Borrower

		Borrower under Facility
Name	Jurisdiction	Term Loan Facility	RCF
Infront Sports & Media AG	Switzerland	Yes	Yes

7

Guarantors

		Guarantor under Facility
Name	Jurisdiction	Term Loan Facility	RCF
Infront Holding AG	Switzerland	Yes	Yes
Infront Sports & Media AG	Switzerland	Yes	Yes

7.6Schedule 6 (Form of Compliance Certificate), Annex B (Calculation of Minimum Equity)

Effective as of the Effective Date, Annex B (Calculation of Minimum Equity) of Schedule 6 (Form of Compliance Certificate) to the Credit Facilities Agreement shall be amended and read as follows:

“

Minimum Equity

Pursuant to Clause 22.2 of the Agreement

In CHF		Testing Date 31.12.20xx
	Share capital
+	Own shares
+	Reserves from capital contributions
+	Other capital reserves
+	Retained earnings
+	Net profit / (loss)
Total shareholders equity		0
	Minimum Equity	200’000’000
Financial covenant met		no

Zug,                          20       

Signatures

Name

Title

8

7.7Schedule 8 (Group Structure Chart)

Effective as of the Effective Date, Schedule 8 (Group Structure Chart) to the Credit Facilities Agreement shall be amended and read as follows:

Source: Infront Sports & Media AG

8.Security Confirmation

Effective as of the Effective Date, each of the Guarantors and Security Providers herewith agrees and confirms for the benefit of the Agent and the other Finance Parties that:

9

(i)it acknowledges the terms of this Amendment Agreements and the rights and obligations set forth herein;

(ii)it confirms that it continues to be bound by its obligations as set out in each of the Finance Documents, including the Security Agreements;

(iii)it undertakes with respect to (i) and (ii) above, to do all such acts and things or execute all such documents which the Agent or Security Agent may require in order to ensure that, in relation to the Guarantors, the Guarantee and, in relation to the Security Providers, the Security granted under each respective Security Agreement continues to be in full force and effect and that the Guarantee or the Security granted under the Security Agreements continue to guarantee or secure, respectively, all the rights and claims of the Finance Parties under the Finance Documents as amended by this Amendment Agreement;

(iv)all references to the Credit Facilities Agreement and the other Finance Documents are references to the Credit Facilities Agreement or the other Finance Documents as amended by this Amendment Agreement.

9.Representations

Each Party represents and warrants and agrees with the other Parties hereto that this Amendment Agreement has been duly authorized and executed by it and constitutes its valid and legally binding obligation.

The Obligors hereby represent and warrant that, as at the date hereof, the representations and warranties as per clause 20 (Representations and Warranties) of the Credit Facilities Agreement in relation to the facts and circumstances subsisting as of the date hereof, are true and accurate.

10.General Provisions

Section 34 (Notices and Language), Section 35 (Severability) and Section 38 (Confidentiality) of the Credit Facilities Agreement shall be incorporated herein by reference thereto.

11.Governing Law and Jurisdiction

This Amendment Agreement shall be governed by and construed in accordance with, the substantive laws of Switzerland.

10

Place of performance as well as the exclusive place of jurisdiction for any disputes arising out of or in connection with this Amendment Agreement shall be the City of Zurich, venue being Zurich 1.

However, the Finance Parties reserve the right to take legal action at the domicile of a Borrower or any other competent authority, in which case Swiss law shall remain applicable.

[signature page follows]

11

INFRONT COMPANIES

Infront Holding AG

as Parent, Guarantor and Security Provider

Name:	Name:
Function:	Function:

Infront Sports & Media AG

as Company, Borrower, Guarantor and Security Provider

Name:	Name:
Function:	Function:

Infront Pan-Asia Holding Pte. Ltd

as Security Provider

/s/ Michael Francombe
Name:	Michael Francombe	Name:
Function:	Managing Director	Function:

12

Infront Italy Holding Spa

as Security Provider

Name:	Name:
Function:	Function:

Infront Italy Spa

as Security Provider

Name:	Name:
Function:	Function:

HOST BROADCAST SERVICES (HBS) AG

as Security Provider

Name:	Name:
Function:	Function:

Infront Football Media Pte. Ltd.

as Security Provider

/s/ Michael Francombe
Name:	Michael Francombe	Name:
Function:	Managing Director	Function:

13

INFRONT COMPANIES

Infront Holding AG

as Parent, Guarantor and Security Provider

Infront Sports & Media AG

as Company, Borrower, Guarantor and Security Provider

Infront Pan-Asia Holding Pte. Ltd

as Security Provider

	/s/ Julien Ternisien
Name:	Name:	Julien Ternisien
Function:	Function:	BOD Member

14

Infront Italy Holding Spa

as Security Provider

/s/ Luigi De Siervo		/s/ Jean Thomas Sauerwein
Name:	Luigi de Siervo	Name:	Jean Thomas Sauerwein
Function:		Function:	COO Infront Italy Holding

Infront Italy Spa

as Security Provider

/s/ Bruno Marty		/s/ Dr. Thomas Oehninger
Name:	Bruno Marty	Name:	Dr. Thomas Oehninger
Function:	Senior Vice President Winter Sport	Function:	Group General Counsel

HOST BROADCAST SERVICES (HBS) AG

as Security Provider

/s/ Dan Miodownik		/s/ Stephan Herth
Name:	Dan Miodownik	Name:	Stephan Herth
Function:	CEO HBS	Function:	BOD Member

Infront Football Media Pte. Ltd.

as Security Provider

	/s/ Stephan Herth
Name:	Name:	Stephan Herth
Function:	Function:	BOD Member

15

AGENT AND SECURITY AGENT:

UBS Switzerland AG

/s/ Markus Krieger		/s/ Tobias Steinemann
Name:	Markus Krieger	Name:	Tobias Steinemann
Function:	Associate Director	Function:	AD

16

Solely for the purposes of acknowledging the termination of its functions as Parent and Guarantor under the Credit Facilities Agreement:

Infront International Holdings AG

17

EX-10.12

Exhibit 10.12

EXECUTION VERSION

CUSIP (Deal): 98160RAA8

CUSIP (Revolving Facility): 98160RAB6

CUSIP (Term Facility): 98160RAC4

“CREDIT AGREEMENT

Dated as of June 26, 2014

among

WORLD TRIATHLON CORPORATION,

as the Borrower,

WORLD ENDURANCE HOLDINGS, INC.,

as Holdings,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

UBS AG, STAMFORD BRANCH,

as Administrative Agent, Swingline Lender and Issuing Bank,

and

UBS SECURITIES LLC

and

MACQUARIE CAPITAL (USA) INC.,

as Joint Lead Arrangers

and Joint Bookrunners

Table of Contents

			Page
ARTICLE 1	DEFINITIONS		1
Section 1.01.		Defined Terms	1
Section 1.02.		Classification of Loans and Borrowings	55
Section 1.03.		Terms Generally	55
Section 1.04.		Accounting Terms; GAAP	56
Section 1.05.		Effectuation of Transactions	57
Section 1.06.		Timing of Payment of Performance	57
Section 1.07.		Times of Day	58
Section 1.08.		Currency Equivalents Generally	58
Section 1.09.		Cashless Rollovers	58
ARTICLE 2	THE CREDITS		59
Section 2.01.		Commitments	59
Section 2.02.		Loans and Borrowings	59
Section 2.03.		Requests for Borrowings	60
Section 2.04.		Swingline Loans	61
Section 2.05.		Letters of Credit	62
Section 2.06.		[Reserved]	67
Section 2.07.		Funding of Borrowings	67
Section 2.08.		Type; Interest Elections	67
Section 2.09.		Termination and Reduction of Commitments	68
Section 2.10.		Repayment of Loans; Evidence of Debt	69
Section 2.11.		Prepayment of Loans	70
Section 2.12.		Fees	75
Section 2.13.		Interest	77
Section 2.14.		Alternate Rate of Interest	78
Section 2.15.		Increased Costs	78
Section 2.16.		Break Funding Payments	79
Section 2.17.		Taxes	80
Section 2.18.		Payments Generally; Allocation of Proceeds; Sharing of Payments	83
Section 2.19.		Mitigation Obligations; Replacement of Lenders	85
Section 2.20.		Illegality	86

i

Section 2.21.		Defaulting Lenders	87
Section 2.22.		Incremental Credit Extensions	89
Section 2.23.		Extensions of Loans and Revolving Commitments	94
ARTICLE 3	REPRESENTATIONS AND WARRANTIES		97
Section 3.01.		Organization; Powers	97
Section 3.02.		Authorization; Enforceability	97
Section 3.03.		Governmental Approvals; No Conflicts	97
Section 3.04.		Financial Condition; No Material Adverse Effect	97
Section 3.05.		Properties	98
Section 3.06.		Litigation and Environmental Matters	98
Section 3.07.		Compliance with Laws	99
Section 3.08.		Investment Company Status	99
Section 3.09.		Taxes	99
Section 3.10.		ERISA	99
Section 3.11.		Disclosure	99
Section 3.12.		Solvency	100
Section 3.13.		Capitalization and Subsidiaries	100
Section 3.14.		Security Interest in Collateral	100
Section 3.15.		Labor Disputes	100
Section 3.16.		Federal Reserve Regulations	100
Section 3.17.		Anti-Terrorism Laws	101
ARTICLE 4	CONDITIONS		101
Section 4.01.		Closing Date	101
Section 4.02.		Each Credit Extension	103
ARTICLE 5	AFFIRMATIVE COVENANTS		104
Section 5.01.		Financial Statements and Other Reports	104
Section 5.02.		Existence	107
Section 5.03.		Payment of Taxes	107
Section 5.04.		Maintenance of Properties	107
Section 5.05.		Insurance	107
Section 5.06.		Inspections	108

ii

Section 5.07.		Maintenance of Book and Records	108
Section 5.08.		Compliance with Laws	108
Section 5.09.		Environmental	109
Section 5.10.		Designation of Subsidiaries	110
Section 5.11.		Use of Proceeds	110
Section 5.12.		Covenant to Guarantee Obligations and Give Security	110
Section 5.13.		Maintenance of Ratings	112
Section 5.14.		[Reserved]	112
Section 5.15.		Further Assurances	112
Section 5.16.		Annual Lender Call	112
ARTICLE 6	NEGATIVE COVENANTS		112
Section 6.01.		Indebtedness	112
Section 6.02.		Liens	118
Section 6.03.		No Further Negative Pledges	122
Section 6.04.		Restricted Payments; Certain Payments of Indebtedness	124
Section 6.05.		Restrictions on Subsidiary Distributions	129
Section 6.06.		Investments	130
Section 6.07.		Fundamental Changes; Disposition of Assets	134
Section 6.08.		Sale and Lease-Back Transactions	138
Section 6.09.		Transactions with Affiliates	139
Section 6.10.		Conduct of Business	141
Section 6.11.		Amendments or Waivers of Organizational Documents	141
Section 6.12.		Amendments of or Waivers with Respect to Restricted Debt	141
Section 6.13.		Fiscal Year	141
Section 6.14.		Permitted Activities of Holdings	141
Section 6.15.		Financial Covenant	142
ARTICLE 7	EVENTS OF DEFAULT		144
Section 7.01.		Events of Default	144
ARTICLE 8	THE ADMINISTRATIVE AGENT		147
ARTICLE 9	MISCELLANEOUS		154
Section 9.01.		Notices	154
Section 9.02.		Waivers; Amendments	156
Section 9.03.		Expenses; Indemnity	162
Section 9.04.		Waiver of Claim	163

iii

Section 9.05.	Successors and Assigns	163
Section 9.06.	Survival	172
Section 9.07.	Counterparts; Integration; Effectiveness	173
Section 9.08.	Severability	173
Section 9.09.	Right of Setoff	173
Section 9.10.	Governing Law; Jurisdiction; Consent to Service of Process	173
Section 9.11.	Waiver of Jury Trial	174
Section 9.12.	Headings	175
Section 9.13.	Confidentiality	175
Section 9.14.	No Fiduciary Duty	176
Section 9.15.	Several Obligations	176
Section 9.16.	USA PATRIOT Act	176
Section 9.17.	Disclosure	176
Section 9.18.	Appointment for Perfection	176
Section 9.19.	Interest Rate Limitation	177
Section 9.20.	[Reserved]	177
Section 9.21.	Conflicts	177
Section 9.22.	Release of Guarantors	177

SCHEDULES:
Schedule 1.01(a)	—	Commitment Schedule
Schedule 1.01(b)	—	Existing Joint Ventures
Schedule 1.01(c)	—	Mortgages
Schedule 1.01(d)	—	Adjustments to Consolidated Adjusted EBITDA
Schedule 3.05	—	Fee Owned Real Estate Assets
Schedule 3.13	—	Subsidiaries
Schedule 5.10	—	Unrestricted Subsidiaries
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.06	—	Existing Investments
Schedule 6.07	—	Certain Dispositions
Schedule 9.01	—	Borrower’s Website Address for Electronic Delivery
EXHIBITS:
Exhibit A-1	—	Form of Assignment and Assumption
Exhibit A-2	—	Form of Affiliated Lender Assignment and Assumption
Exhibit B	—	Form of Borrowing Request

iv

Exhibit C	—	Form of Compliance Certificate
Exhibit D	—	Form of Interest Election Request
Exhibit E	—	Form of Perfection Certificate
Exhibit F	—	Form of Perfection Certificate Supplement
Exhibit G	—	Form of Promissory Note
Exhibit H-1	—	Form of Trademark Security Agreement
Exhibit H-2	—	Form of Patent Security Agreement
Exhibit H-3	—	Form of Copyright Security Agreement
Exhibit I	—	Form of Guaranty Agreement
Exhibit J	—	Form of Security Agreement
Exhibit K	—	Form of Letter of Credit Request
Exhibit L-1	—	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit L-2	—	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit L-3	—	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit L-4	—	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit M	—	Form of Solvency Certificate

v

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of June 26, 2014 (this “Agreement”), by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto and UBS AG, Stamford Branch (“UBS”), in its capacities as an Issuing Bank, the Swingline Lender and as administrative agent and collateral agent for the Lenders (in its capacities as administrative and collateral agent, the “Administrative Agent”) with UBS Securities LLC and Macquarie Capital (USA) Inc., as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).

RECITALS

A.Reference is made to that certain Credit Agreement, dated as of May 7, 2012, by and among the Borrower, the financial institutions from time to time party thereto as lenders and General Electric Capital Corporation, as administrative agent for the lenders (as in effect immediately prior to the Closing Date, the “Existing Credit Agreement”).

B.The Borrower intends to (a) pay the Special Dividend, (b) consummate the Existing Credit Agreement Refinancing, and (c) pay related fees and expenses owing in connection therewith.

C,The Borrower has requested that the Lenders extend credit in order to finance the foregoing transactions and for the other purposes set forth herein in the form of (a) Initial Term Loans in an original aggregate principal amount equal to $225,000,000 and (b) a Revolving Facility with an available amount of $20,000,000, in each case, subject to increase as provided herein.

D.The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE 1DEFINITIONS

Section 1.01. Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base Rate.

“ACH” means automated clearing house transfers.

“Additional Agreement” has the meaning assigned to such term in Article 8.

“Additional Commitments” means any commitments hereunder added pursuant to Sections 2.22, 2.23 or 9.02(c).

“Additional Credit Facilities” means any credit facilities added pursuant to Sections 2.22, 2.23 or 9.02(c).

“Additional Lender” has the meaning assigned to such term in Section 2.22(b).

1

“Additional Loans” means the Additional Revolving Loans and the Additional Term Loans.

“Additional Revolving Commitments” means any revolving credit commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(ii).

“Additional Revolving Facility” means any revolving credit facility added pursuant to Sections 2.22, 2.23 or 9.02(c)(ii).

“Additional Revolving Loans” means any revolving loan added hereunder pursuant to Section 2.22, 2.23 or 9.02(c)(ii).

“Additional Term Commitments” means any term commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(i).

“Additional Term Loans” means any term loan added pursuant to Section 2.22, 2.23 or 9.02(c)(i).

“Adjusted Consolidated Net Income” means Consolidated Net Income of the Borrower and its Restricted Subsidiaries and, to the extent distributed in cash to the Borrower or any of its Restricted Subsidiaries, of any Joint Venture (before provision for income taxes), plus

(a) the sum of (without duplication and to the extent the same reduced Consolidated Net Income for the period with respect to which Adjusted Consolidated Net Income is being determined):

(i)(A) Transaction Costs paid in Cash, (B) transaction fees, costs and expenses paid in Cash and incurred (1) in connection with the consummation of any transaction (or any transaction proposed or considered but not consummated) permitted under this Agreement, including any issuance or offering of Capital Stock, Investment, acquisition, Disposition, recapitalization, merger, consolidation or amalgamation, option buyout or any incurrence, repayment, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or similar transactions or (2) in connection with any Qualifying IPO and (C) the amount of any fee, cost, expense or reserve with respect thereto to the extent such amount is actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance; provided that in respect of any fee, cost, expense or reserve incurred pursuant to clause (C) above, the Borrower or its applicable Restricted Subsidiary (or the applicable Joint Venture) in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the four Fiscal Quarter period immediately following the date of determination (it being understood that to the extent not actually received within such four Fiscal Quarters, such reimbursement amounts shall be deducted in calculating Adjusted Consolidated Net Income for such Fiscal Quarters),

(ii)any non-cash loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness and/or the termination of any associated Hedge Agreement,

(iii)any goodwill or other intangible asset impairment charges, write-offs or write-downs,

2

(iv)non-cash compensation charges,

(v)amortization of (A) intangible assets and/or (B) amortization of deferred financing costs relating to Indebtedness,

(vi)losses or charges from (i) extraordinary items, (ii) nonrecurring or unusual items (including costs of and payments of actual or prospective legal settlements, fines, judgments or orders) and (iii) the amount of any cost, charge, accrual, reserve or expense in connection with a single or one-time event, including in connection with (A) any acquisition permitted hereunder after the Closing Date and (B) the consolidation or closing of any facility during such period, and

(vii)the amount of any adjustment of the type described in clauses (a)(i) through (a)(vi) above as it pertains to equity investment income or income relating to Joint Ventures which is attributable to a Permitted Business and which the Borrower does not consolidate for purposes of GAAP, minus (b) without duplication:

(i)(A) Taxes paid (including pursuant to any Tax sharing arrangement) in cash (including, to the extent paid in cash, Taxes arising out of any tax examination) and (B) Tax distributions made in cash during such period,

(ii)any non-cash income (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness and/or the termination of any associated Hedge Agreement,

(iii)the net income in such period of any Restricted Subsidiary (other than any Loan Party or any Existing Joint Venture) that, as of the date of determination, is subject to any restriction on its ability to pay dividends or make other distributions by operation of its organizational documents or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable thereto (other than (A) any restriction that has been waived or otherwise released and/or (B) any restriction set forth in the Loan Documents or, the documents related to any Incremental Loans and/or Incremental Equivalent Debt and the documents relating to any Refinancing Indebtedness in respect of any of the foregoing); it being understood and agreed that Adjusted Consolidated Net Income will be increased by the amount of dividends, distributions or other payments made in Cash (or converted into Cash) by the Restricted Subsidiary subject to the relevant restriction to the Borrower or any other Restricted Subsidiary that is not subject to such restriction; and

(iv)the amount of any adjustment of the type described in clauses (b)(i), (b)(ii) or (b)(iii) above as it pertains to equity investment income or income relating to Joint Ventures to the extent distributed in cash to the Borrower or any of its Restricted Subsidiaries, which amount is attributable to a Permitted Business and which the Borrower does not consolidate for purposes of GAAP.

“Adjustment Date” means the date of delivery of financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable.

“Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.

3

“Administrative Questionnaire” has the meaning assigned to such term in Section 2.22(d).

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings, the Borrower or any of their respective Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claim), whether pending or, to the knowledge of Holdings, the Borrower or any of their respective Restricted Subsidiaries, threatened in writing, against or affecting Holdings, the Borrower or any of their respective Restricted Subsidiaries or any property of Holdings, the Borrower or any of their respective Restricted Subsidiaries.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.  No Person shall be an “Affiliate” solely because it is an unrelated portfolio company of the Sponsor and none of the Administrative Agent, the Arrangers, any Lender (other than any Affiliated Lender or any Debt Fund Affiliate) or any of their respective Affiliates shall be considered an Affiliate of Holdings or any subsidiary thereof.

“Affiliated Lender” means any Non-Debt Fund Affiliate, Holdings, the Borrower and/or any subsidiary of Holdings.

“Affiliated Lender Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2 or any other form approved by the Administrative Agent and the Borrower.

“Affiliated Lender Cap” has the meaning assigned to such term in Section 9.05(g)(iv).

“Aggregate Revolving Credit Exposure” means, at any time, the aggregate amount of the Lenders’ Revolving Credit Exposures at such time.

“Agreement” has the meaning assigned to such term in the preamble to this Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, the Published LIBO Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis) plus 1.00% and (c) the Prime Rate.  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO Rate, as the case may be, shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO Rate, as the case may be.

“Applicable Percentage” means, (a) with respect to any Term Lender for any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Loans and unused Additional Commitments of such Term Lender for such Class and the denominator of which is the aggregate outstanding principal amount of the Loans and unused Additional Commitments of all Term Lenders for such Class and (b) with respect to any Revolving Lender for any Class, the percentage of the Total Revolving Credit Commitment for such Class represented by such Lender’s Revolving Credit Commitment for such Class; provided that for purposes of Section 2.21 and otherwise herein, when there is a Defaulting Lender, any such Defaulting Lender’s Revolving Credit Commitment shall be disregarded in the relevant calculations.  In the case of clause (b), in the event the Revolving Credit Commitments for any Class shall have expired or been terminated, the Applicable Percentages of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of the applicable Revolving

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Lenders of such Class, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Price” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Applicable Rate” means, for any day, the rate per annum applicable to the relevant Class of Loans set forth below under the caption “ABR Spread” or “LIBO Rate Spread”, as the case may be, based upon the First Lien Leverage Ratio as of last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable; provided that until the first Adjustment Date following the completion of at least one full Fiscal Quarter ended after the Closing Date, the “Applicable Rate” shall be the applicable rate per annum set forth below in Category 1:

Initial Term Loans

First Lien Leverage Ratio	ABR Spread for Initial Term Loans		LIBO Rate Spread for Initial Term Loans
Category 1
Greater than 4.25 to 1.00	3.25	%	4.25	%
Category 2
Less than or equal to 4.25 to 1.00	3.00	%	4.00	%

Revolving Loans

First Lien Leverage Ratio	ABR Spread for Revolving Loans		LIBO Rate Spread for Revolving Loans
Category 1
Greater than 4.25 to 1.00	3.25	%	4.25	%
Category 2
Less than or equal to 4.25 to 1.00 and greater than 3.50 to 1.00	3.00	%	4.00	%
Category 3
Less than or equal to 3.50 to 1.00	2.75	%	3.75	%

The Applicable Rate shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the First Lien Leverage Ratio in accordance with the table above; provided that if financial statements are not delivered when required pursuant to Section 5.01(a) or (b), as applicable, the “Applicable Rate” shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or (b), as applicable.

“Approved Fund” means, with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers, advises or manages such Lender.

“Arrangers” has the meaning assigned to such term in the preamble to this Agreement.

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“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved by the Administrative Agent and the Borrower.

“Auction” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Auction Agent” means (a) the Administrative Agent or any of its Affiliates or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Auction pursuant to the definition of “Dutch Auction”; provided that the Borrower may not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

“Auction Amount” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Auction Notice” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Auction Party” has the meaning set forth in the definition of “Dutch Auction”.

“Auction Response Date” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Availability Period” means the period from and including the Closing Date to but excluding the earliest of (a) the date of termination of the Revolving Credit Commitments pursuant to Section 2.09, (b) the date of termination of the Revolving Credit Commitment of each Revolving Lender to make Revolving Loans and the obligation of the Issuing Bank to issue Letters of Credit pursuant to Section 7.01 and (c) the Revolving Credit Maturity Date.

“Available Amount” means, at any time, an amount equal to, without duplication:

(a)the sum of:

(i)$5,000,000; plus

(ii)the Retained Excess Cash Flow (provided that the Retained Excess Cash Flow shall not be available for any Restricted Payment pursuant to Section 6.04(a)(iii)(A) unless, at the time of the declaration thereof, (A) no Event of Default under Sections 7.01(a), (f) or (g) exists and (B) the Total Leverage Ratio at such time, calculated on a Pro Forma Basis after giving effect to such Restricted Payment (and determined on the basis of the financial statements for the most recently ended Test Period at or prior to such time which have been delivered pursuant to Sections 5.01(a) or (b), as applicable), does not exceed 5.60:1.00); plus

(iii)the amount of any capital contributions or other proceeds of any issuance of Capital Stock (other than any amounts (x) constituting a Cure Amount or an Available Excluded Contribution Amount or proceeds of an issuance of Disqualified Capital Stock, (y) received from the Borrower or any Restricted Subsidiary or (z) incurred from the proceeds of any loan or advance

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made pursuant to Section 6.06(h)(ii)) received as Cash equity by the Borrower or any of its Restricted Subsidiaries, plus the fair market value, as reasonably determined by the Borrower, of Cash Equivalents, marketable securities or other property received by the Borrower or any Restricted Subsidiary as a capital contribution or in return for any issuance of Capital Stock (other than any amounts (x) constituting a Cure Amount or an Available Excluded Contribution Amount or proceeds of any issuance of Disqualified Capital Stock or (y) received from the Borrower or any Restricted Subsidiary), in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(iv)the aggregate principal amount of any Indebtedness or Disqualified Capital Stock, in each case, of the Borrower or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Capital Stock issued to the Borrower or any Restricted Subsidiary), which has been converted into or exchanged for Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company that does not constitute Disqualified Capital Stock, together with the fair market value of any Cash Equivalents and the fair market value (as reasonably determined by the Borrower) of any property or assets received by the Borrower or such Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(v)the net proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to any Person (other than the Borrower or any Restricted Subsidiary) of any Investment made pursuant to Section 6.06(r)(i); plus

(vi)to the extent not already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with cash returns, cash profits, cash distributions and similar cash amounts, including cash principal repayments of loans, in each case received in respect of any Investment made after the Closing Date pursuant to Section 6.06(r)(i) (in an amount not to exceed the original amount of such Investment); plus

(vii)an amount equal to the sum of (A) the amount of any Investments by the Borrower or any Restricted Subsidiary pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such Investment) that has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary and (B) the fair market value (as reasonably determined by the Borrower) of the property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed (in an amount not to exceed the original amount of the Investment in such Unrestricted Subsidiary) to the Borrower or any Restricted

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Subsidiary, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(viii)the amount of any Declined Proceeds; minus

(b)an amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii)(A), plus (ii) Restricted Debt Payments made pursuant to Section 6.04(b)(vi)(A), plus (iii) Investments made pursuant to Section 6.06(r)(i), in each case, after the Closing Date and prior to such time, or contemporaneously therewith.

“Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets or property (as reasonably determined by the Borrower, but excluding any Cure Amount) received by the Borrower or any of its Restricted Subsidiaries after the Closing Date from:

(1)contributions in respect of Qualified Capital Stock (other than any amounts received from the Borrower or any of its Restricted Subsidiaries), and

(2)the sale of Qualified Capital Stock of the Borrower or any of its Restricted Subsidiaries (other than (x) to the Borrower or any Restricted Subsidiary of the Borrower, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or (z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)),

in each case, designated as Available Excluded Contribution Amounts pursuant to a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent on or promptly after the date the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount.

“Banking Services” means each and any of the following bank services provided to any Loan Party (a) under any arrangement that is in effect on the Closing Date between any Loan Party, a counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or any Arranger as of the Closing Date or (b) under any arrangement that is entered into after the Closing Date by any Loan Party with any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender, any Arranger at the time such arrangement is entered into: commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts.

“Banking Services Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in connection with Banking Services, in each case, that has been designated to the Administrative Agent in writing by the Borrower as being Banking Services Obligations for the purposes of the Loan Documents, it being understood that each counterparty thereto shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8, Section 9.03 and Section 9.10 as if it were a Lender.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).

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“Board” means the Board of Governors of the Federal Reserve System of the U.S.

“Bona Fide Debt Fund” means any Person that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any competitor of the Borrower and/or any of its subsidiaries or (b) any Affiliate of such competitor, but with respect to which no personnel involved with any investment in such Person (i) makes, has the right to make or participates with others in making any investment decisions with respect to such Person or (ii) has access to any information (other than information that is publicly available) relating to the Borrower or its subsidiaries or any entity that forms a part of the business of the Borrower or any of its subsidiaries; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is separately identified to the Arrangers in accordance with clause (a)(i) of the definition of “Disqualified Institution” or any reasonably identifiable Affiliate of any such Person.

“Borrower” has the meaning assigned to such term in the preamble to this Agreement.

“Borrowing” means any Loans of the same Type and Class made, converted or continued on the same date and, in the case of LIBO Rate Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form attached hereto as Exhibit B or such other form that is reasonably acceptable to the Administrative Agent and the Borrower.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a LIBO Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Captive Insurance Subsidiary” means any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Cash” means money, currency or a credit balance in any Deposit Account, in each case determined in accordance with GAAP.

“Cash Equivalents” means, as at any date of determination, (a) readily marketable securities (i) issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S. government or (ii) issued by any agency or instrumentality of the U.S. the obligations of which are backed by the full faith and credit of the U.S., in each case maturing within one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (b) readily marketable direct obligations issued by any state of the U.S. or any political subdivision of any such state or any

9

public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency); (d) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers’ acceptances (or similar instruments) maturing within one year after such date and issued or accepted by any Lender or by any bank organized under, or authorized to operate as a bank under, the laws of the U.S., any state thereof or the District of Columbia or any political subdivision thereof and that has capital and surplus of not less than $75,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (e) shares of any money market mutual fund that has (i) substantially all of its assets invested in the types of investments referred to in clauses (a) through (d) above, (ii) net assets of not less than $250,000,000 and (iii) a rating of at least A-2 from S&P or at least P-2 from Moody’s; and (f) solely with respect to any Captive Insurance Subsidiary, any investment that such Captive Insurance Subsidiary is not prohibited to make in accordance with applicable law.

In the case of any Investment by any Foreign Subsidiary, “Cash Equivalents shall also include (x) Investments of the type and maturity described in clauses (a) through (f) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments analogous to the Investments described in clauses (a) through (f) above and in this paragraph.

“Change in Law” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or such Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Closing Date).  For purposes of this definition and Section 2.15, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or U.S. regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the earliest to occur of:

(a)at any time prior to a Qualifying IPO, the Permitted Holders ceasing to beneficially own, either directly or indirectly (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), Capital Stock representing more than 50% of the total voting power of all of the outstanding voting stock of Holdings;

(b)at any time on or after a Qualifying IPO, the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning

10

of Rule 13d-5(b)(1) under the Exchange Act, but excluding any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor), other than one or more Permitted Holders, of Capital Stock representing more than the greater of (x) 35% of the total voting power of all of the outstanding voting stock of Holdings and (y) the percentage of the total voting power of all of the outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders; and

(c)the Borrower ceasing to be a direct or indirect Wholly-Owned Subsidiary of Holdings.

“Charges” has the meaning assigned to such term in Section 9.19.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Term Loans, Revolving Loans, Swingline Loans or other loans or commitments added pursuant to Sections 2.22, 2.23 or 9.02(c).

“Closing Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Code” means the Internal Revenue Code of 1986.

“Collateral” means any and all property of any Loan Party subject to a Lien under any Collateral Document and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject to a Lien pursuant to any Collateral Document to secure the Secured Obligations.

“Collateral and Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or any other Loan Document and (y) the time periods (and extensions thereof) set forth in Section 5.12, the requirement that:

(a)the Administrative Agent shall have received (A) a joinder to the Loan Guaranty in substantially the form attached as an exhibit thereto, (B) a supplement to the Security Agreement in substantially the form attached as an exhibit thereto, (C) if the respective Restricted Subsidiary required to comply with the requirements set forth in this definition pursuant to Section 5.12 owns registrations of or applications for U.S. Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement in substantially the form attached as an exhibit hereto, (D) a completed Perfection Certificate and (E) Uniform Commercial Code financing statements in appropriate form for filing in such jurisdictions as the Administrative Agent may reasonably request;

(b)the Administrative Agent shall have received with respect to any Material Real Estate Assets acquired after the Closing Date, a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Administrative Agent and the Borrower)):

(i)evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding UCC or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary in order to create a valid and subsisting Lien on such Material Real Estate Asset in favor of the Administrative Agent for the benefit of the Secured Parties, (B) such Mortgage and any corresponding UCC or equivalent fixture filings have been duly recorded or filed, as

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applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii)one or more fully paid policies of title insurance (the “Mortgage Policies”) in an amount reasonably acceptable to the Administrative Agent (not to exceed the fair market value of the Material Real Estate Asset covered thereby (as reasonably determined by the Borrower)) issued by a nationally recognized title insurance company in the applicable jurisdiction that is reasonably acceptable to the Administrative Agent, insuring the relevant Mortgage as having created a valid subsisting Lien on the real property described therein with the ranking or the priority which it is expressed to have in such Mortgage, subject only to Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent the same are available in the applicable jurisdiction;

(iii)customary legal opinions of local counsel for the relevant Loan Party in the jurisdiction in which such Material Real Estate Asset is located, and if applicable, in the jurisdiction of formation of the relevant Loan Party, in each case as the Administrative Agent may reasonably request;

(iv)surveys and appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended) and “Life-of-Loan” flood certifications under Regulation H (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area); provided that the Administrative Agent may in its reasonable discretion accept any such existing certificate, appraisal or survey so long as such existing certificate or appraisal satisfies any applicable local law requirements; and

(v)such other evidence that all other actions that the Administrative Agent may reasonably request and deem necessary in order to create a valid and subsisting Lien on such Material Real Estate Assets have been taken.

“Collateral Documents” means, collectively, (i) the Security Agreement, (ii) each Mortgage, (iii) each Intellectual Property Security Agreement, (iv) any supplement to any of the foregoing delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee Requirement”, (v) the Perfection Certificate and any Perfection Certificate Supplement and (vi) each of the other instruments and documents pursuant to which any Loan Party grants a Lien on any Collateral as security for payment of the Secured Obligations.

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by the Borrower or any of its subsidiaries in the ordinary course of business of such Person.

“Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC.

“Commitment” means, with respect to each Lender, such Lender’s Initial Term Loan Commitment, Revolving Credit Commitment and Additional Commitment, as applicable, in effect as of such time.

“Commitment Fee Rate” means for each calendar quarter or portion thereof, the applicable rate per annum set forth below based upon the First Lien Leverage Ratio as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b); provided

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that until the first Adjustment Date following the completion of at least one full Fiscal Quarter after the Closing Date, “Commitment Fee Rate” shall be the applicable rate per annum set forth below in Category 1:

First Lien Leverage Ratio	Commitment Fee Rate
Category 1
Greater than 4.25 to 1.00	0.50	%
Category 2
Equal to or less than 4.25 to 1.00	0.375	%

The Commitment Fee Rate shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the First Lien Leverage Ratio in accordance with the table set forth above; provided that if financial statements are not delivered when required pursuant to Section 5.01(a) or (b), as applicable, the Commitment Fee Rate shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or (b), as applicable.

“Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Company Competitor” means (a) any competitor of the Borrower and/or any of its subsidiaries and (b) any Affiliate of any such competitor (other than any such Affiliate that is a Bona Fide Debt Fund).

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Confidential Information” has the meaning assigned to such term in Section 9.13.

“Consolidated Adjusted EBITDA” means, as to any Person for any period, an amount determined for such Person on a consolidated basis equal to the total of (a) Consolidated Net Income for such period plus (b) the sum, without duplication, of (to the extent deducted in calculating Consolidated Net Income, other than in respect of clauses (x), (xii) and (xiv) below) the amounts of:

(i)consolidated interest expense (including (A) fees and expenses paid to the Administrative Agent in connection with its services hereunder, (B) other bank, administrative agency (or trustee) and financing fees, (C) costs of surety bonds in connection with financing activities (whether amortized or immediately expensed) and (D) commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees, bankers’ acceptances or any similar facilities or financing and hedging agreements);

(ii)Taxes paid (including pursuant to any Tax sharing arrangement or any Tax distribution) and provisions for Taxes of such Person and its subsidiaries, including, in each case, arising out of tax examinations;

(iii)total depreciation and amortization expense;

(iv)other non-Cash charges, expenses or losses, including the excess of rent expense over actual Cash rent paid, including the benefit of lease incentives (in the case of a charge) during such period due to the use of straight line rent for GAAP purposes;

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provided that if any such non-Cash charge, expense or loss represents an accrual or reserve for potential Cash items in any future period, such Person may determine not to add back such non-Cash charge in the then-current period;

(v)(A) Transaction Costs, (B) transaction fees, costs and expenses incurred (1) in connection with the consummation of any transaction (or any transaction proposed and not consummated) permitted under this Agreement, including the issuance or offering of Capital Stock, Investments, acquisitions, Dispositions, recapitalizations, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or similar transactions and/or (2) in connection with any Qualifying IPO and (C) the amount of any fee, cost, expense or reserve with respect thereto that is actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance; provided that in respect of any fee, cost, expense or reserve that is added back in reliance on clause (C) above, such Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the next four Fiscal Quarters (it being understood that to the extent any reimbursement amount is not actually received within such Fiscal Quarters, such reimbursement amount shall be deducted in calculating Consolidated Adjusted EBITDA for such Fiscal Quarters);

(vi)to the extent not otherwise included in Consolidated Adjusted EBITDA or Consolidated Net Income for such period or any prior period, any Deferred Revenue Adjustment for such period; provided that with respect to any amount of deferred revenue added back for any period pursuant this clause (vi), to the extent such amount is included in Consolidated Net Income in a subsequent period, such amount shall be deducted from Consolidated Adjusted EBITDA for such subsequent period;

(vii)the amount of management, monitoring, consulting, transaction and advisory fees and related expenses actually paid by or on behalf of, or accrued by, such Person or any of its subsidiaries (A) to the Investors (or their Affiliates or management companies) to the extent permitted under this Agreement or (B) as permitted by Section 6.09(f);

(viii)the amount of any cost, charge, accrual, reserve and/or expense incurred or accrued in connection with any single or one-time event; provided, that the aggregate amount of all costs, charges, accruals, reserves or expenses added back in reliance on this clause (viii) in any four-Fiscal Quarter period, when aggregated with any amounts added back in reliance on clause (x)(1) and/or clause (xi) below in such four-Fiscal Quarter period, may not exceed 20% of Consolidated Adjusted EBITDA for such four Fiscal Quarter period (calculated before giving effect to any such addbacks and adjustments;

(ix)the amount of earnout obligation expense incurred in connection with any Permitted Acquisition or other Investment permitted by this Agreement which is paid or accrued during the applicable period;

(x)expected cost savings, operating expense reductions and synergies (net of actual amounts realized) that are reasonably identifiable and factually supportable (in the good faith determination of such Person, as certified by a Responsible Officer of such Person in the Compliance Certificate required by Section 5.01(c) to be delivered in

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connection with the financial statements for such period) related to permitted asset sales, acquisitions, Investments, Dispositions, operating improvements, restructurings, cost saving initiatives and certain other similar initiatives and specified transactions; provided that, (A) the relevant cost savings, operating expense reductions and synergies must be reasonably expected to be realized within 18 months of the event giving rise thereto and (B) the aggregate amount of such costs savings, operating expense reductions and synergies added back in reliance on this clause (x)(1) in any four-Fiscal Quarter period, when aggregated with all amounts added back in reliance on clause (viii) above and/or clause (xi) below in such four-Fiscal Quarter period, shall not exceed (1) 20% of Consolidated Adjusted EBITDA for such four-Fiscal Quarter period (calculated before giving effect to any such addbacks and adjustments) plus (2) the amount of any such cost savings, operating expense reductions, product margin synergies and product cost and other synergies of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act;

(xi)costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings, operating expense reductions, synergies, integration, transition, reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, facilities opening and pre-opening, business optimization and restructuring costs, charges, accruals, reserves and expenses (including inventory optimization programs, software development costs, costs related to the closure or consolidation of facilities and costs relating to the early termination of rights fee arrangements (without duplication of amounts added back in reliance on clause (viii) above), curtailments, costs related to entry into new markets, strategic initiatives and contracts, consulting fees, signing costs, retention or completion bonuses, expansion and relocation expenses, severance payments, modifications to pension and postretirement employee benefit plans, new systems design and implementation costs and project startup costs); provided that the aggregate amount of all costs, charges, accruals, reserves or expenses added back in reliance on this clause (xi) in any four-Fiscal Quarter period, when aggregated with all amounts added back in reliance on clause (viii) and/or clause (x)(1) above for such four-Fiscal Quarter period, shall not exceed 20% of Consolidated Adjusted EBITDA for such four-Fiscal Quarter period (calculated before giving effect to any such addbacks and adjustments);

(xii)proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as such Person in good faith expects to receive such proceeds within the next four Fiscal Quarters (it being understood that to the extent not actually received within such Fiscal Quarters, such proceeds shall be deducted in calculating Consolidated Adjusted EBITDA for such Fiscal Quarters));

(xiii)unrealized net losses in the fair market value of any arrangements under Hedge Agreements;

(xiv)the amount of Cash actually received (or the amount of the benefit of any netting arrangement resulting in reduced Cash expenditures) during such period, and not included in Consolidated Net Income in any period, to the extent that any non-Cash gain relating to such Cash receipt or netting arrangement was deducted in the calculation of Consolidated Adjusted EBITDA pursuant to clause (c)(i) below for any previous period and not added back;

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(xv)the amount of any “bad debt” expense related to revenue earned prior to the Closing Date;

(xvi)the amount of any addback described in clauses (b)(i) through (b)(xv) above as it pertains to equity investment income or income relating to Joint Ventures to the extent distributed in cash to the Borrower or any of its Restricted Subsidiaries, which amount is attributable to a Permitted Business and which the Borrower does not consolidate for purposes of GAAP;

(xvii)unrealized net foreign currency transaction losses impacting net income (including, without limitation, currency remeasurements of Indebtedness and any net losses resulting from hedge agreements for currency exchange risk associated with the above or any other currency related risk and those resulting from intercompany Indebtedness);

(xviii)any fair value adjustments required to be made for purposes of GAAP to deferred revenue obligations assumed in any acquisition permitted hereunder; and (xix) adjustments set forth on Schedule 1.01(d).

minus (c) to the extent such amounts increase Consolidated Net Income:

(i)non-Cash gains or income; provided that if any non-Cash gain or income represents an accrual or deferred income in respect of potential Cash items in any future period, such Person may determine not to deduct such non-Cash gain or income in the current period;

(ii)unrealized net gains in the fair market value of any arrangements under Hedge Agreements;

(iii)the amount added back to Consolidated Adjusted EBITDA pursuant to clause (b)(v)(C) above (as described in such clause) to the extent the relevant reimbursement amounts were not received within the time period required by such clause;

(iv)the amount added back to Consolidated Adjusted EBITDA pursuant to clause (b)(xii) above (as described in such clause) to the extent the relevant business interruption insurance proceeds were not received within the time period required by such clause;

(v)to the extent that such Person adds back the amount of any non-Cash charge to Consolidated Adjusted EBITDA pursuant to clause (b)(iv) above, the cash payment in respect thereof in the relevant future period;

(vi)the excess of actual Cash rent paid over rent expense during such period due to the use of straight line rent for GAAP purposes;

(vii)the amount of any deduction described in clauses (c)(i) through (c)(vi) above as it pertains to equity investment income or income relating to Joint Ventures to the extent distributed in cash to the Borrower or any of its Restricted Subsidiaries, which

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amount is attributable to a Permitted Business and which the Borrower does not consolidate for purposes of GAAP; and

(viii)unrealized net foreign currency transaction gains impacting net income (including, without limitation, currency remeasurements of Indebtedness and any net gains resulting from hedge agreements for currency exchange risk associated with the above or any other currency related risk and those resulting from intercompany Indebtedness).

“Consolidated First Lien Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien pari passu with or senior to the Liens securing the Secured Obligations on any asset or property of such Person or its Restricted Subsidiaries.

“Consolidated Net Income” means, as to any Person (the “Subject Person”) for any period, the net income (or loss) of the Subject Person on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided that there shall be excluded, without duplication,

(a)[Reserved],

(b)gains or losses (less all fees and expenses chargeable thereto) attributable to any sales or dispositions of Capital Stock or assets (including asset retirement costs) or of returned surplus assets of any employee benefit plan outside of the ordinary course of business,

(c)gains or losses from (i) extraordinary items and (ii) nonrecurring or unusual items (including costs of and payments of actual or prospective legal settlements, fines, judgments or orders),

(d)any unrealized or realized net foreign currency translation gains or losses impacting net income (including currency re-measurements of Indebtedness, any net gains or losses resulting from Hedge Agreements for currency exchange risk associated with the above or any other currency related risk and those resulting from intercompany Indebtedness),

(e)any net gains, charges or losses with respect to (i) disposed, abandoned, divested and/or discontinued assets, properties or operations (other than, at the option of the Borrower, assets, properties or operations pending the disposal, abandonment, divestiture and/or termination thereof), (ii) the disposal, abandonment, divestiture and/or discontinuation of assets, properties or operations and (iii) facilities that have been closed during such period,

(f)any net income or loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness (and the termination of any associated Hedge Agreements),

(g)(i) any charges, costs, expenses, accruals or reserves incurred pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan, any stock subscription or shareholder agreement or any distributor equity plan or agreement and (ii) any charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of any Parent Company, the Borrower and/or any of its subsidiaries, in each case, to the extent that, in the case of any Cash charges, costs and/or expenses, such charges, costs or

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expenses are funded with net Cash proceeds contributed to the Subject Person as a capital contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Capital Stock) of the Subject Person,

(h)[reserved],

(i)any (A) write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (B) goodwill or other asset impairment charges, write-offs or write-downs and (C) amortization of intangible assets,

(j)(i) effects of adjustments (including the effects of such adjustments pushed down to the Subject Person and its subsidiaries) in the Subject Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, advanced billings and debt line items thereof) resulting from the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof and (ii) the cumulative effect of changes in accounting principles or policies; and

(k)the amount of any adjustment described in clauses (a) through (j) above as it pertains to equity investment income or income relating to Joint Ventures to the extent distributed in cash to the Borrower or any of its Restricted Subsidiaries, which amount is attributable to a Permitted Business and which the Borrower does not consolidate for purposes of GAAP;

it being understood and agreed that Consolidated Net Income shall not include the net income (or loss) of any direct or indirect Joint Venture of any Subject Person that is attributable to the equity interests of such Joint Venture beneficially held by any third party.

“Consolidated Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of such Person or its Restricted Subsidiaries.

“Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person at such date.

“Consolidated Total Debt” means, as to any Person at any date of determination, the aggregate principal amount of all third party debt for borrowed money (including LC Disbursements that have not been reimbursed within three Business Days and the outstanding principal balance of all Indebtedness of such Person represented by notes, bonds and similar instruments), Capital Leases and purchase money Indebtedness (but excluding, for the avoidance of doubt, undrawn letters of credit).

“Consolidated Working Capital” means, as at any date of determination, the excess of Current Assets over Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period; provided that there shall be excluded (a) the effect of reclassification during such period between current assets and long term assets and current liabilities and long term liabilities (with a corresponding

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restatement of the prior period to give effect to such reclassification), (b) the effect of any Disposition of any Person, facility or line of business or acquisition of any Person, facility or line of business during such period, (c) the effect of any fluctuations in the amount of accrued and contingent obligations under any Hedge Agreement, (d) the application of purchase or recapitalization accounting and (e) the Deferred Revenue Adjustment.

“Contract Consideration” has the meaning assigned to such term in the definition of “Excess Cash Flow”.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Copyright” means the following:  (a) all copyrights, rights and interests in copyrights, works protectable by copyright whether published or unpublished, copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing.

“Credit Extension” means each of (i) the making of a Revolving Loan or Swingline Loan or (ii) the issuance, amendment, modification, renewal or extension of any Letter of Credit (other than any such amendment, modification, renewal or extension that does not increase the Stated Amount of the relevant Letter of Credit).

“Credit Facilities” means the Revolving Facility and the Term Facility.

“Cure Amount” has the meaning assigned to such term in Section 6.15(b).

“Cure Right” has the meaning assigned to such term in Section 6.15(b).

“Current Assets” means, at any time, the consolidated current assets (other than Cash and Cash Equivalents, the current portion of current and deferred Taxes, permitted loans made to third parties, assets held for sale, pension assets, deferred bank fees and derivative financial instruments) of the Borrower and its Restricted Subsidiaries (other than any Joint Venture).

“Current Liabilities” means, at any time, the consolidated current liabilities of the Borrower and its Restricted Subsidiaries (other than any Joint Venture) at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) outstanding revolving loans, (c) the current portion of interest expense, (d) the current portion of any Capital Lease, (e) the current portion of current and deferred Taxes, (f) liabilities in respect of unpaid earn-outs, (g) the current portion of any other longterm liabilities, (h) accruals relating to restructuring reserves, (i) liabilities in respect of funds of third parties on deposit with the Borrower or any of its Restricted Subsidiaries and (j) any liabilities recorded in connection with stock-based awards, partnership interest-based awards, awards of profits interests, deferred compensation awards and similar incentive based compensation awards or arrangements.

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“Debt Fund Affiliate” means any Affiliate (other than a natural person) of PEP or Holdings that is a bona fide debt fund or investment vehicle (in each case with one or more bona fide investors to whom its managers owe fiduciary duties independent of their fiduciary duties to PEP or Holdings) that is engaged in, or advises funds or other investment vehicles that are engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business.

“Debtor Relief Laws” means the Bankruptcy Code of the U.S., and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the U.S. or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning assigned to such term in Section 2.11(b)(v).

“Default” means any event or condition which upon notice, lapse of time or both would become an Event of Default.

“Defaulting Lender” means any Lender that has (a) defaulted in its obligations under this Agreement, including without limitation, to make a Loan within one Business Day of the date required to be made by it hereunder or to fund its participation in a Letter of Credit or Swingline Loan required to be funded by it hereunder within two Business Days of the date such obligation arose or such Loan, Letter of Credit or Swingline Loan was required to be made or funded, (b) notified the Administrative Agent, any Issuing Bank or the Swingline Lender or any Loan Party in writing that it does not intend to satisfy any such obligation or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit generally, (c) failed, within two Business Days after the request of Administrative Agent or the Borrower, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, (d) become (or any parent company thereof has become) insolvent or been determined by any Governmental Authority having regulatory authority over such Person or its assets, to be insolvent, or the assets or management of which has been taken over by any Governmental Authority or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment, unless in the case of any Lender subject to this clause (e), the Borrower and the Administrative Agent shall each have determined that such Lender intends, and has all approvals required to enable it (in form and substance satisfactory to each of the Borrower and the Administrative Agent), to continue to perform its obligations as a Lender hereunder; provided that no Lender shall be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in such Lender or its parent by any Governmental Authority, so long as such action does not result in or provide such Lender with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement to which such Lender is a party.

“Deferred Revenue Adjustment” means, for any period, the amount (which may be negative number) by which the current and long-term portions of deferred revenue of the Borrower and its Restricted Subsidiaries as of the end of such period exceeds (or is less than) such deferred revenue of the Borrower and its Restricted Subsidiaries as of the beginning of such period, in each case as reflected on the consolidated cash flow statement of the Borrower.

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“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided that, no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of the Borrower or its subsidiaries shall be a Derivative Transaction.

“Designated Non-Cash Consideration” means the fair market value (as determined by the Borrower in good faith) of non-Cash consideration received by the Borrower or any Restricted Subsidiary in connection with any Disposition pursuant to Section 6.07(h) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the amount of Cash or Cash Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to Cash or Cash Equivalents).

“Discount Range” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Disposition” or “Dispose” means the sale, lease, sublease, or other disposition of any property of any Person.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time on or prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued, (c) contains any mandatory repurchase obligation or any other repurchase obligation at the option of the holder thereof, in whole or in part, which may come into effect prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such repurchase obligation is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date shall constitute Disqualified Capital Stock) or (d) provides for the scheduled payments of dividends in Cash on or prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued; provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is

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convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any change in control, Qualifying IPO or any Disposition occurring prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the Termination Date.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of Holdings, the Borrower or any Restricted Subsidiary, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower (or any Parent Company or any subsidiary) shall be considered Disqualified Capital Stock solely because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” means (a) (i) any Person identified by the Borrower or PEP in writing to the Arrangers on or prior to June 11, 2014 and (ii) any reasonably identifiable Affiliate of such Person and (b) (i) any Person that is or becomes a Company Competitor and is designated by the Borrower or PEP as such in a writing provided to the Administrative Agent after June 11, 2014, which designation shall not apply retroactively to disqualify any Person that has previously acquired any assignment or participation interest in any Loan and (ii) any reasonably identifiable Affiliate of any such Company Competitor (other than a Bona Fide Debt Fund); provided that an entity becoming an Affiliate of a Company Competitor shall not retroactively disqualify any Person that has previously acquired any assignment or participation interest in any Loan.

“Disregarded Domestic Subsidiary” means any Domestic Subsidiary (a) substantially all of the assets of which consist of Capital Stock of one or more Foreign Subsidiaries or (b) that is treated as a disregarded entity for U.S. federal income tax purposes and which holds Capital Stock of one or more Foreign Subsidiaries.

“Dollars” or “$” refers to lawful money of the U.S.

“Domestic Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of the U.S., any state thereof or the District of Columbia.

“Dutch Auction” means an auction (an “Auction”) conducted by any Affiliated Lender or any Debt Fund Affiliate (any such Person, the “Auction Party”) in order to purchase Initial Term Loans (or any Additional Term Loans), in accordance with the following procedures; provided that no Auction Party shall initiate any Auction unless (I) at least five Business Days have passed since the consummation of the most recent purchase of Term Loans pursuant to an Auction conducted hereunder; or (II) at least three Business Days have passed since the date of the last Failed Auction which was withdrawn pursuant to clause (c)(i) below:

(a)Notice Procedures.  In connection with any Auction, the Auction Party will provide notification to the Auction Agent (for distribution to the relevant Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”).  Each Auction Notice shall be in a form reasonably acceptable to the Auction Agent and shall (i) specify the maximum

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aggregate principal amount of the Term Loans subject to the Auction, in a minimum amount of $10,000,000 and whole increments of $1,000,000 in excess thereof (or, in any case, such lesser amount of such Term Loans then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), (ii) specify the discount to par (which may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans subject to such Auction), that represents the range of purchase prices that the Auction Party would be willing to accept in the Auction, (iii) be extended, at the sole discretion of the Auction Party, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on an individual Class basis and (iv) remain outstanding through the Auction Response Date.  The Auction Agent will promptly provide each appropriate Lender with a copy of the Auction Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the date specified in the Auction Notice (or such later date as the Auction Party may agree with the reasonable consent of the Auction Agent) (the “Auction Response Date”).

(b)Reply Procedures.  In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”).  Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid.  In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below.  Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

(c)Acceptance Procedures.  Based on the Reply Prices and Reply Amounts received by the Auction Agent prior to the applicable Auction Response Date, the Auction Agent, in consultation with the Auction Party, will determine the applicable price (the “Applicable Price”) for the Auction, which will be the lowest Reply Price for which the Auction Party can complete the Auction at the Auction Amount; provided that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction Amount (any such Auction, a “Failed Auction”), the Auction Party shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction at an Applicable Price equal to the highest Reply Price.  The Auction Party shall purchase the relevant Term Loans (or the respective portions thereof) from each Lender with a Reply Price that is equal to or lower than the Applicable Price (“Qualifying Bids”) at the Applicable Price; provided that if the aggregate proceeds required to purchase all Term Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Term Loans at the Applicable Price ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Auction Agent in its discretion).  If a Lender has submitted a Return Bid containing multiple bids at different Reply Prices, only the bid with the lowest Reply Price that is equal to or less than the

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Applicable Price will be deemed to be the Qualifying Bid of such Lender (e.g., a Reply Price of $100 with a discount to par of 1%, when compared to an Applicable Price of $100 with a 2% discount to par, will not be deemed to be a Qualifying Bid, while, however, a Reply Price of $100 with a discount to par of 2.50% would be deemed to be a Qualifying Bid).  The Auction Agent shall promptly, and in any case within five Business Days following the Auction Response Date with respect to an Auction, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount of the Term Loans and the tranches thereof to be purchased pursuant to such Auction, (II) each participating Lender of the effective date of the purchase of Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount and the tranches of Term Loans to be purchased at the Applicable Price on such date, (III) each participating Lender of the aggregate principal amount and the tranches of the Term Loans of such Lender to be purchased at the Applicable Price on such date and (IV) if applicable, each participating Lender of any rounding and/or proration pursuant to the second preceding sentence.  Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.

(d)Additional Procedures.

(i)Once initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction.  Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Price.

(ii)To the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(iii)In connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Auction, the payment of customary fees and expenses by the Auction Party in connection therewith as agreed between the Auction Party and the Auction Agent.

(iv)Notwithstanding anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(v)the Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this definition by itself or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate.  The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any

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purchase of Term Loans provided for in this definition as well as activities of the Auction Agent.

“Eligible Assignee” means (a) any Lender, (b) any commercial bank, insurance company, or finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), (c) any Affiliate of any Lender, (d) any Approved Fund of any Lender or (e) to the extent permitted under Section 9.05(g), any Affiliated Lender or any Debt Fund Affiliate; provided that in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) any Disqualified Institution or (iii) except as permitted under Section 9.05(g), the Borrower or any of its Affiliates.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other applicable requirements of Governmental Authorities and the common law relating to (a) environmental matters, including those relating to any Hazardous Materials Activity; or (b) the generation, use, storage, transportation or disposal of or exposure to Hazardous Materials, in any manner applicable to the Borrower or any of its Restricted Subsidiaries or any Facility.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; and (b) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member.

“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the 30day notice period has been waived); (b) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan, or the filing of any request for or receipt of a minimum funding waiver under Section 412 of the Code with respect to any Pension Plan; (c) engaging in a nonexempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Pension Plan; (d) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) or Section 302 of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (e) the withdrawal by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or

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more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower, any of its Restricted Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (f) the institution by the PBGC of proceedings to terminate any Pension Plan; (g) the imposition of liability on the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (h) a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) of the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates from any Multiemployer Plan if there is any potential liability therefor under Title IV of ERISA, or the receipt by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; or (i) the incurrence of liability or the imposition of a Lien pursuant to Section 436 or 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan.

“Event of Default” has the meaning assigned to such term in Article 7.

“Excess Cash Flow” means, for any Test Period ending on the last day of any Fiscal Year, an amount (if positive) equal to:

(a)the sum, without duplication, of the amounts for such period of the following:

(i)Consolidated Adjusted EBITDA for such period without giving effect to clause (b)(x) of the definition thereof, plus

(ii)the Consolidated Working Capital Adjustment for such period, plus

(iii)cash gains of the type described in clauses (b), (c), (d), (e) and (f) of the definition of “Consolidated Net Income”, to the extent not otherwise included in calculating Consolidated Adjusted EBITDA (except to the extent such gains consist of proceeds utilized in calculating Net Proceeds falling under paragraph (a) of the definition thereof or Net Insurance/Condemnation Proceeds subject to Sections 2.11(b)(ii)), plus

(iv)to the extent not otherwise included in the calculation of Consolidated Adjusted EBITDA for such period, cash payments received by the Borrower or any of its Restricted Subsidiaries with respect to amounts deducted from Excess Cash Flow in a prior period pursuant to clause (b)(vii) below, minus

(b)the sum, without duplication, of the amounts for such period of the following:

(i)permanent repayments of long-term Indebtedness, including for purposes of clarity, the current portion of any such Indebtedness (including (x) payments under Section 2.09(b), Section 2.10(a) or (b) and Section 2.11(a) and (y) prepayments of Initial Term Loans and Additional Term Loans to the extent (and only to the extent) made with the Net Proceeds of a Prepayment Asset Sale or Net Insurance/Condemnation Proceeds that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, but excluding (A) the amount of all deductions and reductions to the amount of mandatory prepayments pursuant to clause (B) of Section 2.11(b)(i), (B) all other repayments of the Initial Term Loans or Additional Term Loans and (C) repayments of the Revolving Loans, any Additional Revolving Loans or loans under any revolving credit facility or arrangement, except to the extent a

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corresponding amount of the commitments under such revolving credit facility or arrangement are permanently reduced in connection with such repayments), in each case, to the extent not financed with long-term Indebtedness (other than revolving Indebtedness), plus

(ii)without duplication of amounts deducted from Excess Cash Flow pursuant to this clause (ii) or clause (ix) below in respect of a prior period, all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash flows made during such period and, at the option of the Borrower, any Cash payments in respect of any such capital expenditures made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)), plus

(iii)consolidated interest expense added back pursuant to clause (b)(i) of the definition of “Consolidated Adjusted EBITDA” to the extent paid in Cash, plus

(iv)Taxes (including pursuant to any Tax sharing arrangement or any Tax distribution) paid and provisions for Taxes, to the extent payable in Cash with respect to such period, plus

(v)without duplication of amounts deducted from Excess Cash Flow pursuant to this clause (v) or (ix) below in respect of a prior period, Cash payments made during such period in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries), or, at the option of the Borrower, any Cash payments in respect of Permitted Acquisitions and other Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries) made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)), plus

(vi)the aggregate amount of all Restricted Payments made under Sections 6.04(a)(i), (ii), (iv) and (x) or otherwise consented to by the Required Lenders in each case to the extent actually paid in Cash during such period, or, at the option of the Borrower, made after such period and prior to the date of the applicable Excess Cash Flow payment (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)), plus

(vii)amounts added back under clauses (b)(v)(C) or (b)(xii) of the definition of “Consolidated Adjusted EBITDA” to the extent such amounts have not yet been received by the Borrower or its Restricted Subsidiaries, plus

(viii)an amount equal to all expenses, charges and losses either (A) excluded in calculating Consolidated Net Income or (B) added back in calculating Consolidated Adjusted EBITDA, in each case, to the extent paid or payable in Cash, plus

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(ix)without duplication of amounts deducted from Excess Cash Flow in respect of a prior period, at the option of the Borrower, the aggregate consideration required to be paid in Cash by the Borrower or its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to capital expenditures, acquisitions or Investments permitted by Section 6.06 or otherwise consented to by the Required Lenders (other than Investments in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries) to be consummated or made during the period of four consecutive Fiscal Quarters of the Borrower following the end of such period (except, in each case, to the extent financed with long-term Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized to finance such capital expenditures, acquisitions or Investments during such subsequent period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive Fiscal Quarters, plus

(x)to the extent not expensed (or exceeding the amount expensed) during such period or not deducted (or exceeding the amount deducted) in calculating Consolidated Net Income, the aggregate amount of expenditures, fees, costs and expenses paid in Cash by the Borrower and its Restricted Subsidiaries during such period, other than to the extent financed with long-term Indebtedness (other than revolving Indebtedness), plus

(xi)Cash payments (other than in respect of Taxes, which are governed by clause (iv) above) made during such period for any liability the accrual of which in a prior period did not reduce Consolidated Adjusted EBITDA and therefore increased Excess Cash Flow in such prior period (provided there was no other deduction to Consolidated Adjusted EBITDA or Excess Cash Flow related to such payment), except to the extent financed with long-term Indebtedness (other than revolving Indebtedness), plus

(xii)Cash expenditures in respect of any Hedge Agreement during such period to the extent (A) not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA and (B) not financed with long-term Indebtedness (other than revolving Indebtedness), plus

(xiii)amounts paid in Cash (except to the extent financed with long-term Indebtedness (other than revolving Indebtedness)) during such period on account of (A) items that were accounted for as non-Cash reductions of Consolidated Net Income or Consolidated Adjusted EBITDA in a prior period and (B) reserves or amounts established in purchase accounting to the extent such reserves or amounts are added back to, or not deducted from, Consolidated Net Income, plus

(xiv)cash payments made by the Borrower or its Restricted Subsidiaries during such period in respect of long-term liabilities, including for purposes of clarity, the current portion of any such liabilities (other than Indebtedness) of the Borrower or its Restricted Subsidiaries, except to the extent such cash payments were (A) deducted in the calculation of Consolidated Net

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Income or Consolidated Adjusted EBITDA for such period or (B) financed with long-term Indebtedness (other than revolving Indebtedness).

“Excess Cash Flow Period” has the meaning assigned to such term in Section 2.11(b)(i)(A).

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” means each of the following:

(a)General Intangibles or other rights arising under any contract, instrument, lease, licenses, agreement or other document as to which the grant of a security interest would (i) constitute a violation of a restriction in favor of a third party (other than the Borrower or any of its Restricted Subsidiaries) or result in the abandonment, invalidation or unenforceability of any right of the relevant Loan Party, unless and until any required consents shall have been obtained, (ii) result in a breach, termination (or a right of termination) or default under such contract, instrument, lease, license, agreement or other document (including pursuant to any “change of control” or similar provision) or (iii) permit any third party (other than the Borrower or any of its Restricted Subsidiaries) to amend any rights, benefits and/or obligations of the relevant Loan Party in respect of the relevant asset or permit such third party to require any Loan Party or any subsidiary of the Borrower to take any action materially adverse to the interests of such subsidiary or Loan Party; provided, however, that any such asset will only constitute an Excluded Asset under clause (i) or clause (ii) above to the extent such violation or breach, termination (or right of termination) or default would not be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law; provided, further, that any such asset shall cease to constitute an Excluded Asset at such time as the condition causing such violation, breach, termination (or right of termination) or default or right to amend or require other actions no longer exists and to the extent severable, the security interest granted under the applicable Collateral Document shall attach immediately to any portion of such General Intangible or other right that does not result in any of the consequences specified in clauses (i) through (iii) above,

(b)the Capital Stock of any (i) Immaterial Subsidiary (except to the extent the security interest in such Capital Stock may be perfected by the filing of a Form UCC-1 (or similar) financing statement), (ii) Person that is not a subsidiary, which, if a subsidiary, would qualify as an Immaterial Subsidiary (except to the extent the security interest in such Capital Stock may be perfected by the filing of a Form UCC-1 (or similar) financing statement), (iii) Captive Insurance Subsidiary, (iv) Unrestricted Subsidiary, (v) not-for-profit subsidiary and/or (vi) special purpose entity used for any securitization facility,

(c)any (i) foreign IP Rights and/or (ii) intent-to-use (or similar) Trademark application prior to the filing of a “Statement of Use”, “Amendment to Allege Use” or similar filing with respect thereto, only to the extent, if any, that, and solely during the period, in which, if any, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use Trademark application under applicable law,

(d)any asset or property, the grant or perfection of a security interest in which would (i) require any governmental consent, approval, license or authorization, (ii) be prohibited by enforceable anti-assignment provisions of applicable law, except, in the case of this clause (ii), to the extent such prohibition would be rendered ineffective under the UCC or other applicable law notwithstanding such prohibition, (iii) trigger termination of any contract pursuant to a “change of

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control” or similar provision or (iv) result in material adverse tax consequences to any Loan Party as reasonably determined by the Borrower,

(e)(i) any leasehold Real Estate Asset and (ii) any owned Real Estate Asset that is not a Material Real Estate Asset,

(f)any interest in any partnership, joint venture or non-Wholly-Owned Subsidiary which cannot be pledged without (i) the consent of one or more third parties other than the Borrower or any of its Restricted Subsidiaries (after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law) or (ii) giving rise to a “right of first refusal”, a “right of first offer” or a similar right that may be exercised by any third party,

(g)any Margin Stock,

(h)the Capital Stock of any Foreign Subsidiary or Disregarded Domestic Subsidiary, other than 65% of the issued and outstanding voting Capital Stock of each first-tier Foreign Subsidiary or Disregarded Domestic Subsidiary, as applicable,

(i)Commercial Tort Claims with a value (as reasonably estimated by the Borrower) of less than $3,000,000,

(j)any Cash or Cash Equivalents comprised of (i) funds specially and exclusively used or to be used for payroll and payroll taxes and other employee benefit payments to or for the benefit of any Loan Party’s employees, (ii) funds used or to be used to pay all Taxes required to be collected, remitted or withheld (including, without limitation, U.S. federal and state withholding Taxes (including the employer’s share thereof)) and (iii) any other funds which any Loan Party holds as an escrow or fiduciary for the benefit of another Person, and

(k)any asset with respect to which the Administrative Agent and the Borrower have reasonably determined that the cost, burden, difficulty or consequence (including any effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course of business) of obtaining or perfecting a security interest therein outweighs the benefit of a security interest to the relevant Secured Parties afforded thereby.

“Excluded Subsidiary” means:

(a)any Restricted Subsidiary that is not a Wholly-Owned Subsidiary,

(b)any Immaterial Subsidiary,

(c)any Restricted Subsidiary that is prohibited by law, regulation or contractual obligation as of the Closing Date (or in the case such Person becomes a Restricted Subsidiary on a date after the Closing Date, as of such date, excluding any contractual obligation entered into in contemplation of such Person becoming a Restricted Subsidiary) from providing a Loan Guaranty or that would require a governmental (including regulatory) consent, approval, license or authorization to provide a Loan Guaranty,

(d)any not-for-profit subsidiary,

(e)any Captive Insurance Subsidiary,

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(f)any special purpose entity used for any permitted securitization or receivables facility or financing,

(g)any Foreign Subsidiary,

(h)(i) any Disregarded Domestic Subsidiary and/or (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of any Foreign Subsidiary or any Disregarded Domestic Subsidiary,

(i)any Unrestricted Subsidiary and

(j)any other Restricted Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost of providing a Loan Guaranty outweighs the benefits afforded thereby.

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Loan Guaranty of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Loan Guaranty of such Loan Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Loan Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or Issuing Bank, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income or franchise Taxes (i) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by the U.S. or any similar tax imposed by any other jurisdiction described in clause (a), (c) in the case of any Foreign Lender, any U.S. withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except (i) pursuant to an assignment or designation of a new lending office under Section 2.19 and (ii) to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding tax pursuant to Section 2.17, (d) any tax imposed as a result of a failure by the Administrative Agent, any Lender or any Issuing Bank to comply with Section 2.17(e) and (f) any U.S. withholding tax under FATCA.

“Existing Credit Agreement” has the meaning assigned to such term in the recitals to this Agreement.

“Existing Credit Agreement Refinancing” means the repayment and refinancing or termination in full of all amounts, if any, due or owing immediately prior to the Closing Date under the Existing Credit Agreement and the termination of all commitments thereunder.

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“Existing Joint Venture” means any Joint Venture in existence on the Closing Date and listed on Schedule 1.01(b).

“Extended Revolving Credit Commitment” has the meaning assigned to such term in Section 2.23(a).

“Extended Revolving Loans” has the meaning assigned to such term in Section 2.23(a).

“Extended Term Loans” has the meaning assigned to such term in Section 2.23(a).

“Extension” has the meaning assigned to such term in Section 2.23(a).

“Extension Offer” has the meaning assigned to such term in Section 2.23(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with respect to Articles 5 and 6, hereof owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates.

“Failed Auction” has the meaning assigned to such term in the definition of “Dutch Auction”.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means collectively, (a) that certain Administrative Agent Fee Letter, dated as of June 11, 2014, by and between the Borrower and the Administrative Agent and (b) that certain Engagement Letter, dated as of June 11, 2014, by and among, inter alios, the Borrower and the Arrangers.

“First Lien Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated First Lien Debt as of such date to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, or the Test Period otherwise specified where the term “First Lien Leverage Ratio” is used in this Agreement, in each case for the Borrower and its Restricted Subsidiaries and, to the extent specified in such respective terms, any Joint Venture.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is senior in priority to any other Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower ending December 31 of each calendar year.

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“Flood Hazard Property” means any parcel of any Material Real Estate Asset subject to a Mortgage located in the U.S. in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“Funding Account” has the meaning assigned to such term in Section 2.03(f).

“GAAP” means generally accepted accounting principles in the U.S. in effect and applicable to the accounting period in respect of which reference to GAAP is made.

“General Intangibles” has the meaning set forth in Article 9 of the UCC.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state or locality of the U.S., the U.S., or a foreign government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Granting Lender” has the meaning assigned to such term in Section 9.05(e).

“Guarantee” of or by any Person (the “Guarantor”) means any obligation, contingent or otherwise, of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any other Person (the “Primary Obligor”) in any manner and including any obligation of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other monetary obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation, (e) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (f) secured by any Lien on any assets of such Guarantor securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Guarantor (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition, Disposition or other transaction permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

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“Hazardous Materials” means any chemical, material, substance or waste, or any constituent thereof, exposure to which is prohibited, limited or regulated by any Environmental Law or any Governmental Authority or which poses a hazard to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means any agreement with respect to any Derivative Transaction between any Loan Party or any Restricted Subsidiary and any other Person.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“Holdings” has the meaning assigned to such term in the preamble to this Agreement.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002, as in effect from time to time (subject to the provisions of Section 1.04), to the extent applicable to the relevant financial statements.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Borrower (a) that does not have assets in excess of 2.5% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and (b) that does not contribute Consolidated Adjusted EBITDA in excess of 2.5% of the Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries, in each case, as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable; provided that, the Consolidated Total Assets and Consolidated Adjusted EBITDA (as so determined) of all Immaterial Subsidiaries shall not exceed 5.0% of Consolidated Total Assets and 5.0% of Consolidated Adjusted EBITDA, in each case, of the Borrower and its Restricted Subsidiaries for the relevant Test Period; provided further that, at all times prior to the first delivery of financial statements pursuant to Section 5.01(a) or (b), this definition shall be applied based on the pro forma consolidated financial statements of the Borrower delivered pursuant to Section 4.01 hereof.

“Immediate Family Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), any trust, partnership or other bona fide estateplanning vehicle the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Cap” means:

(a)(i) $40,000,000 less (ii) the aggregate principal amount of all Incremental Facilities and Incremental Equivalent Debt incurred or issued in reliance on clause (a)(i) of this definition, plus

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(b)in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Loans and/or commitments hereunder, an amount equal to the portion of the relevant Class of Loans or commitments that will be replaced by such Incremental Facility, plus

(c)in the case of any Incremental Facility that effectively replaces any Revolving Credit Commitment or Additional Revolving Commitment terminated in accordance with Section 2.19 hereof, an amount equal to the relevant terminated Revolving Credit Commitment or Additional Revolving Commitment, plus

(d)the amount of any optional prepayment of any Loan in accordance with Section 2.11(a) and/or the amount of any permanent reduction of any Revolving Credit Commitment or Additional Revolving Commitment so long as, in the case of any optional prepayment, such prepayment was not funded (i) with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) or (ii) with the proceeds of any Incremental Facility incurred in reliance on clause (b) above, plus

(e)an unlimited amount so long as, in the case of this clause (e), (i) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with or senior to the Lien securing the Credit Facilities on the Closing Date, the First Lien Leverage Ratio would not exceed 4.75:1.00, (ii) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Lien securing the Credit Facilities on the Closing Date, the Secured Leverage Ratio would not exceed 6.25:1.00 or (iii) if such Incremental Facility is unsecured, the Total Leverage Ratio would not exceed 6.50:1.00, in each case of clauses (i) through (iii), calculated at the time of incurrence on a Pro Forma Basis after giving effect thereto and the application of the proceeds thereof (other than any Cash funded to the consolidated balance sheet of the Borrower) (and determined on the basis of the financial statements for the most recently ended Test Period at or prior to such time which have been delivered pursuant to Sections 5.01(a) or (b), as applicable), and, in the case of any Incremental Revolving Facility, assuming a full drawing under such Incremental Revolving Facility; it being understood that for purposes of this clause (e), if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition, compliance with the First Lien Leverage Ratio, Secured Leverage Ratio or Total Leverage Ratio test prescribed above shall be determined as of the date of the execution of the definitive agreement with respect thereto (and determined on the basis of the financial statements for the most recently ended Test Period on or prior to such date for which financial statements have then been delivered pursuant to Sections 5.01(a) or (b), as applicable).

“Incremental Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Facility or Incremental Loans.

“Incremental Equivalent Debt” has the meaning assigned to such term in Section 6.01(z).

“Incremental Facilities” has the meaning assigned to such term in Section 2.22(a).

“Incremental Loans” has the meaning assigned to such term in Section 2.22(a).

“Incremental Revolving Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Revolving Facility.

“Incremental Revolving Facility” has the meaning assigned to such term in Section 2.22(a).

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“Incremental Revolving Facility Lender” means, with respect to any Incremental Revolving Facility, each Revolving Lender providing any portion of such Incremental Revolving Facility.

“Incremental Revolving Loans” has the meaning assigned to such term in Section 2.22(a).

“Incremental Term Facility” has the meaning assigned to such term in Section 2.22(a).

“Incremental Term Loans” has the meaning assigned to such term in Section 2.22(a).

“Incremental Term Loan Borrowing Date” means, with respect to each Class of Incremental Term Loans, each date on which Incremental Term Loans of such Class are incurred pursuant to Section 2.01(b) and as otherwise specified in any amendment providing for Incremental Term Loans in accordance with Section 2.22.

“Indebtedness” as applied to any Person means, without duplication, (a) all indebtedness for borrowed money; (b) that portion of obligations with respect to Capital Leases to the extent recorded as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; (c) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; (d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding (w) any earn out obligation or purchase price adjustment until such obligation becomes a liability on the statement of financial position or balance sheet (excluding the footnotes thereto) in accordance with GAAP, (x) any such obligations incurred under ERISA, (y) accrued expenses and trade accounts payable in the ordinary course of business (including on an intercompany basis) and (z) liabilities associated with customer prepayments and deposits), which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument; (e) all Indebtedness of others secured by any Lien on any property or asset owned or held by such Person regardless of whether the Indebtedness secured thereby shall have been assumed by such Person or is non-recourse to the credit of such Person; (f) the face amount of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings; (g) the Guarantee by such Person of the Indebtedness of another; (h) all obligations of such Person in respect of any Disqualified Capital Stock and (i) all net obligations of such Person in respect of any Derivative Transaction, including any Hedge Agreement, whether or not entered into for hedging or speculative purposes; provided that (i) in no event shall obligations under any Derivative Transaction be deemed “Indebtedness” for any calculation of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio or any other financial ratio under this Agreement and (ii) the amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith.  For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or any Joint Venture (other than any Joint Venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would otherwise be included in the calculation of Consolidated Total Debt; provided that notwithstanding anything herein to the contrary, the term “Indebtedness” shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness and any such amounts that would have constituted Indebtedness hereunder but for the application of this proviso shall not be deemed an incurrence of Indebtedness hereunder.

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“Indemnified Taxes” means Taxes other than Excluded Taxes or Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(b).

“Information” has the meaning set forth in Section 3.11(a).

“Information Memorandum” means the Confidential Information Memorandum dated June 2014, relating to the Borrower and its subsidiaries and the Transactions.

“Initial Term Loan Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to make Initial Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Term Lender’s name on the Commitment Schedule, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to Section 9.05 or (ii) an Additional Term Commitment.  The aggregate amount of the Term Lenders’ Initial Term Loan Commitments is $225,000,000.

“Initial Term Loan Maturity Date” means the date that is seven years after the Closing Date.

“Initial Term Loans” means the term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(a).

“Intellectual Property Security Agreement” means any agreement executed on or after the Closing Date confirming or effecting the grant of any Lien on IP Rights owned by any Loan Party to the Administrative Agent, for the benefit of the Secured Parties, in accordance with this Agreement, including any of the following: (a) a Trademark Security Agreement substantially in the form of Exhibit H-1 hereto, (b) a Patent Security Agreement substantially in the form of Exhibit H-2 hereto or (c) a Copyright Security Agreement substantially in the form of Exhibit H-3 hereto.

“Interest Election Request” means a request by the Borrower in the form of Exhibit D hereto or another form reasonably acceptable to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December (commencing on September 30, 2014) and the Revolving Credit Maturity Date or the maturity date applicable to such Loan and (b) with respect to any LIBO Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a LIBO Rate Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” means with respect to any LIBO Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, to the extent available to all relevant affected Lenders, twelve months or a shorter period) thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially

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shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means (a) any purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of any of the Securities of any other Person (other than any Loan Party), (b) the acquisition by purchase or otherwise (other than any purchase or other acquisition of inventory, materials, supplies and/or equipment in the ordinary course of business) of all or a substantial portion of the business, property or fixed assets of any other Person or any division or line of business or other business unit of any other Person and (c) any loan, advance (other than any advance to any current or former employee, officer, director, member of management, manager, consultant or independent contractor of the Borrower, any Restricted Subsidiary, any Joint Venture or any Parent Company for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the Borrower or any of its Restricted Subsidiaries to any other Person.  Subject to Section 5.10, the amount of any Investment shall be the original cost of such Investment, plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect thereto, but giving effect to any repayments of principal in the case of any Investment in the form of a loan and any return of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the relevant initial Investment).

“Investors” means (a) the Sponsor, (b) the Management Investors and (c) certain other investors identified to the Administrative Agent in writing on the Closing Date.

“IP Rights” has the meaning assigned to such term in Section 3.05(c).

“IRS” means the U.S. Internal Revenue Service.

“Issuing Bank” means, as the context may require, (a) UBS and (b) any other Revolving Lender that, at the request of the Borrower and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agrees to become an Issuing Bank.  Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Joint Venture” means, with respect to any Person, any other Person in which such Person owns Capital Stock (other than any Wholly-Owned Subsidiary), and including, for the avoidance of doubt, any other Person in which such Person owns less than a 100% interest.  Unless otherwise specified, “Joint Venture” shall refer to any Person in which the Borrower or any Restricted Subsidiary owns Capital Stock (other than any Wholly-Owned Subsidiary).

“Junior Indebtedness” means any Subordinated Indebtedness (other than Indebtedness among the Borrower and/or its subsidiaries) with an individual outstanding principal amount in excess of the Threshold Amount.

“Junior Lien Indebtedness” means any Indebtedness that is secured by a security interest on the Collateral (other than Indebtedness among the Borrower and/or its subsidiaries) that is expressly junior or subordinated to the Lien securing the Credit Facilities with an individual outstanding principal amount in excess of the Threshold Amount.

“Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or commitment hereunder at such time, including the latest maturity or

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expiration date of any Initial Term Loan, Additional Term Loan, Revolving Loan, Additional Revolving Loan, Revolving Credit Commitment or Additional Commitment.

“Latest Revolving Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any revolving loan or revolving credit commitment hereunder at such time, including the latest maturity or expiration date of any Revolving Loan, any Additional Revolving Loan, the Revolving Credit Commitment or any Additional Revolving Commitment.

“Latest Term Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any term loan or term commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan or any Additional Term Commitment.

“LC Collateral Account” has the meaning assigned to such term in Section 2.05(j).

“LC Disbursement” means a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate principal amount of all LC Disbursements that have not yet been reimbursed at such time. The LC Exposure of any Revolving Lender at any time shall equal its Applicable Percentage of the aggregate LC Exposure at such time.

“LC Obligations” means, at any time, the sum of (a) the amount available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referenced therein, plus (b) the aggregate principal amount of all unreimbursed LC Disbursements.

“Legal Reservations” means the application of relevant Debtor Relief Laws, general principles of equity and/or principles of good faith and fair dealing.

“Lenders” means the Term Lenders, the Revolving Lenders, any Additional Lender, any lender with an Additional Commitment or an outstanding Additional Loan and any other Person that becomes a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Letter of Credit” means any Standby Letter of Credit or Commercial Letter of Credit issued pursuant to this Agreement.

“Letter of Credit Limit” means an amount equal $10,000,000.  The Letter of Credit Limit is part of, and not in addition to, the Revolving Credit Commitments.

“Letter-of-Credit Right” has the meaning set forth in Article 9 of the UCC.

“LIBO Rate” means, the Published LIBO Rate, as adjusted to reflect applicable reserves prescribed by governmental authorities; provided that, in the case of the Initial Term Loans, in no event shall the LIBO Rate be less than 1.00% per annum.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing), in each case, in the

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nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Loan Documents” means this Agreement, any Promissory Note, each Loan Guaranty, the Collateral Documents, any intercreditor agreement required to be entered into pursuant to the terms of this Agreement and any other document or instrument designated by the Borrower and the Administrative Agent as a “Loan Document.”  Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.

“Loan Guaranty” means (a) the Guaranty Agreement, substantially in the form of Exhibit I hereto, executed by each Loan Party party thereto and the Administrative Agent for the benefit of the Secured Parties and (b) each other guaranty agreement executed by any Person pursuant to Section 5.12 in substantially the form attached as Exhibit I hereto or another form that is otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

“Loan Installment Date” has the meaning assigned to such term in Section 2.10(a).

“Loan Parties” means Holdings, the Borrower, each Subsidiary Guarantor, and in each case their respective successors and permitted assigns.

“Loans” means any Initial Term Loan, any Additional Term Loan, any Revolving Loan, any Swingline Loan or any Additional Revolving Loan.

“Management Investors” means the officers, directors, managers, employees and members of the management of the Borrower, any Parent Company and/or any subsidiary of the Borrower.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under the applicable Loan Documents or (iii) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the applicable Loan Documents.

“Material Debt Instrument” means any physical instrument evidencing any Indebtedness for borrowed money which is required to be pledged to the Administrative Agent (or its bailee) pursuant to the Security Agreement.

“Material Real Estate Asset” means (a) on the Closing Date, each Real Estate Asset listed on Schedule 1.01(c) and (b) any “fee-owned” Real Estate Asset acquired by any Loan Party after the Closing Date having a fair market value (as reasonably determined by the Borrower after taking into account any liabilities with respect thereto that impact such fair market value) in excess of $3,000,000 as of the date of acquisition thereof.

“Maturity Date” means (a) with respect to the Revolving Facility, the Revolving Credit Maturity Date, (b) with respect to the Initial Term Loans, the Initial Term Loan Maturity Date, (c) as to any Replacement Term Loans or Replacement Revolving Facility incurred pursuant to Section 9.02(c), the final maturity date for such Replacement Term Loan or Replacement Revolving Facility, as the case may be, as set forth in the applicable Refinancing Amendment; (d) with respect to any Incremental Term Loans, the final maturity date set forth in the applicable documentation with respect thereto; (e) with respect to any Incremental Revolving Facility, the final maturity date set forth in the applicable

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documentation with respect thereto and (f) with respect to any Extended Revolving Credit Commitment or Extended Term Loans, the final maturity date set forth in the applicable Extension Offer accepted by the respective Lender or Lenders.

“Maximum Rate” has the meaning assigned to such term in Section 9.19.

“Minimum Extension Condition” has the meaning assigned to such term in Section 2.23(b).

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage Policies” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement”.

“Mortgages” means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the relevant Secured Parties, on any Material Real Estate Asset constituting Collateral.

“Multiemployer Plan” means any employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA, that is subject to the provisions of Title IV of ERISA, and in respect of which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability, contingent or otherwise.

“Narrative Report” means, with respect to the financial statements with respect to which it is delivered, a management discussion and narrative report describing the operations of the Borrower and its Restricted Subsidiaries for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then-current Fiscal Year to the end of the period to which the relevant financial statements relate.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by the Borrower or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of the Borrower or any of its Restricted Subsidiaries or (ii) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans and any Indebtedness secured by a Lien that is pari passu with or expressly subordinated to the Lien on the Collateral securing the Secured Obligations) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under the terms thereof as a result of such loss, taking or sale, (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good faith estimate of income Taxes paid or payable) in connection with any sale or taking of such assets as described in clause (a) of this definition and (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Insurance/Condemnation Proceeds).

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“Net Proceeds” means (a) with respect to any Disposition (including any Prepayment Asset Sale), the Cash proceeds (including Cash Equivalents and Cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of (i) selling costs and out-ofpocket expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and the Borrower’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any Tax distributions) in connection with such Disposition), (ii) amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Disposition (provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness (other than the Loans and any other Indebtedness secured by a Lien that is pari passu with or expressly subordinated to the Lien on the Collateral securing the Secured Obligations) which is secured by the asset sold in such Disposition and which is required to be repaid or otherwise comes due or would be in default and is repaid (other than any such Indebtedness that is assumed by the purchaser of such asset) and (iv) Cash escrows (until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale price for such Disposition; and (b) with respect to any issuance or incurrence of Indebtedness or Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith.

“Non-Consenting Lender” has the meaning assigned to such term in Section 2.19(b).

“Non-Debt Fund Affiliate” means any Investor (which is an Affiliate of the Borrower) and any Affiliate of any such Investor, other than any Debt Fund Affiliate and any natural person.

“Notice of Intent to Cure” has the meaning assigned to such term in Section 6.15(b).

“Obligations” means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and all other advances to, debts, liabilities and obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, any Issuing Bank or any indemnified party arising under the Loan Documents in respect of any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising.

“OFAC” has the meaning assigned to such term in Section 3.17.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local law or customary under such jurisdiction to document the formation and governance principles of such type of entity.  In the event that any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Applicable Indebtedness” has the meaning assigned to such term in Section 2.11(b)(ii).

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“Other Connection Taxes” means, with respect to any Lender or Administrative Agent, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means any and all present or future stamp, court or documentary taxes or any intangible, recording, filing or other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement, but not including, for the avoidance of doubt, any Excluded Taxes.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swingline Loans on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring on such date, (b) with respect to any Letters of Credit, the aggregate amount available to be drawn under such Letters of Credit after giving effect to any changes in the aggregate amount available to be drawn under such Letters of Credit or the issuance or expiry of any Letters of Credit, including as a result of any LC Disbursements and (c) with respect to any LC Disbursements on any date, the aggregate outstanding amount of such LC Disbursements on such date after giving effect to any disbursements with respect to any Letter of Credit occurring on such date and any other changes in the aggregate amount of the LC Disbursements as of such date, including as a result of any reimbursements by the Borrower of unreimbursed LC Disbursements.

“Parent Company” means (a) Holdings and (b) any other Person of which the Borrower is an indirect Wholly-Owned Subsidiary.

“Participant” has the meaning assigned to such term in Section 9.05(c).

“Participant Register” has the meaning assigned to such term in Section 9.05(c).

“Patent” means the following: (a) any and all patents and patent applications; (b) all inventions described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions and continuations in part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, in which the Borrower or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, maintains or contributes to or has an obligation to contribute to, or otherwise has any liability, contingent or otherwise.

“PEP” means Providence Equity Partners LLC.

“Perfection Certificate” means a certificate substantially in the form of Exhibit E.

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“Perfection Certificate Supplement” means a supplement to the Perfection Certificate substantially in the form of Exhibit F.

“Perfection Requirements” means the filing of appropriate financing statements with the office of the Secretary of State of the state of organization of each Loan Party, the filing of appropriate assignments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Material Real Estate Asset constituting Collateral, in each case in favor of the Administrative Agent for the benefit of the Secured Parties and the delivery to the Administrative Agent of any stock certificate or promissory note required to be delivered pursuant to the applicable Loan Documents.

“Permitted Acquisition” means any acquisition by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Capital Stock of any Person (but in any event including any Investment in (x) any Restricted Subsidiary which serves to increase the Borrower’s or any Restricted Subsidiary’s respective equity ownership in such Restricted Subsidiary or (y) any Existing Joint Venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such Existing Joint Venture); provided that:

(a)on the date of execution of the purchase agreement in respect of such acquisition, immediately prior to, and after giving effect to such acquisition on a Pro Forma Basis (and determined on the basis of the financial statements for the most recently ended Test Period on or prior to such date for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable), either (i) the Borrower would be in compliance with the covenant set forth in Section 6.15 (whether or not then in effect) or (ii) the Total Leverage Ratio is not greater than the Total Leverage Ratio as of the last day of the most recently ended Test Period on or prior to such date for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable; provided that this clause (a) shall not apply to any acquisition (or series of related acquisitions) where the aggregate amount of consideration for such acquisition or series of related acquisitions is less than $10,000,000 plus amounts otherwise available under clauses (q), (r), (x) and (bb) of Section 6.06;

(b)on the date of execution of the purchase agreement in respect of such acquisition and after giving pro forma effect to such acquisition, no Event of Default exists or would result from the execution of such agreement; and

(c)the total consideration paid by Persons that are Loan Parties for (i) the Capital Stock of any Person that does not become a Guarantor and (ii) in the case of an asset acquisition, assets that are not acquired by the Borrower or any Guarantor (other than assets that are acquired by any Existing Joint Venture), when taken together with the total consideration for all such Persons and assets so acquired after the Closing Date, shall not exceed the sum of (A) the greater of $10,000,000 and 25% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, and (B) amounts otherwise available under clauses(q), (r), (x) and (bb) of Section 6.06; provided that the limitation described in this clause (c) shall not apply to any acquisition to the extent (x) such acquisition is made with the proceeds of sales of the Qualified Capital Stock of, or common equity capital contributions to, the Borrower or any Restricted Subsidiary or (y) the Person so acquired (or the Person owning the assets so acquired) becomes a Subsidiary Guarantor even though such Person owns Capital Stock in Persons that are not otherwise required to become Subsidiary Guarantors, if, in the case of this clause (y), not less than 70% of the Consolidated Adjusted EBITDA of the Person(s) acquired in

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such acquisition (for this purpose and for the component definitions used therein, determined on a consolidated basis for such Persons and their respective Restricted Subsidiaries and Joint Ventures) is generated by Person(s) that will become Subsidiary Guarantors (i.e., disregarding any Consolidated Adjusted EBITDA generated by Restricted Subsidiaries and/or Joint Ventures of such Subsidiary Guarantors that are not (or will not become) Subsidiary Guarantors).

“Permitted Business” means any business conducted by a Joint Venture that would be permitted under Section 6.10 if references to ‘Restricted Subsidiaries’ in that Section were read as references to Joint Ventures.

“Permitted Holders” means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting stock beneficially owned by the group.

“Permitted Liens” means Liens permitted pursuant to Section 6.02.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Prepayment Asset Sale” means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to Section 6.07(h), Section 6.07(q), clause (ii) to the proviso to Section 6.07(r) (to the extent provided therein) and Section 6.08.

“Primary Obligor” has the meaning assigned to such term in the definition of “Guarantee”.

“Prime Rate” means (a) the corporate base rate of interest established by the Administrative Agent as its “prime commercial lending rate” as established from time to time at its Stamford Branch or (b) if the Administrative Agent has no “prime rate,” the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).

“Pro Forma Basis” or “pro forma effect” means, with respect to any determination of the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA, Adjusted Consolidated Net Income or Consolidated Total Assets (including component definitions thereof) that each Subject Transaction shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any test or covenant for which such calculation is being made and that:

(a)(i) in the case of (A) any Disposition of all or substantially all of the Capital Stock of any Restricted Subsidiary or Joint Venture or any division and/or product line of the Borrower, any Restricted Subsidiary and/or any Joint Venture or (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction, shall be excluded as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of any Permitted Acquisition, Investment and/or designation of an Unrestricted Subsidiary as a Restricted Subsidiary described in the

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definition of the term “Subject Transaction”, income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction shall be included as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that (1) any pro forma adjustment described in this clause (a) may be applied to any such test or covenant solely to the extent that such adjustment is consistent with the definition of “Consolidated Adjusted EBITDA” and give effect to events (including operating expense reductions) that are (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its subsidiaries and (z) factually supportable and (2) with respect to any portion of any Subject Transaction that results in an increase in the Borrower’s or any Restricted Subsidiary’s proportional ownership interest in any Joint Venture, Consolidated Adjusted EBITDA will be calculated to include income (and deduct losses) resulting from such increase in an amount equal to (X) the amount (in percentage) by which the Borrower’s or the relevant Restricted Subsidiary’s proportional ownership interest in such Joint Venture increased multiplied by (Y) the Consolidated Adjusted EBITDA (whether positive or negative) attributable to such Joint Venture for the relevant Test Period as though the relevant Subject Transaction was effective on the first day thereof,

(b)any retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes) shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made,

(c)any Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection therewith shall be deemed to have occurred as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that, (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligation with respect to any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower and

(d)the acquisition of any assets included in calculating Consolidated Total Assets, whether pursuant to any Subject Transaction or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into the Borrower or any of its subsidiaries and/or any Joint Venture, or the Disposition of any assets included in calculating Consolidated Total Assets described in the definition of “Subject Transaction” shall be deemed to have occurred as of the last day of the applicable Test Period with respect to any test or covenant for which such calculation is being made.

It is hereby agreed that for purposes of determining pro forma compliance with Section 6.15, if no Test Period with an applicable level cited in Section 6.15 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.15 with an indicated level.

“Projections” means the projections of the Borrower and its Subsidiaries delivered by the Sponsor to the Arrangers on June 5, 2014.

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“Promissory Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit G hereto, evidencing the aggregate outstanding principal amount of Loans of the Borrower to such Lender resulting from the Loans made by such Lender.

“Published LIBO Rate” means, with respect to any Interest Period when used in reference to any Loan or Borrowing, (a) the London Interbank Offered Rate set by ICE Benchmark Administration (or the successor thereto if ICE Benchmark Administration is no longer making a London Interbank Offered Rate available), as published by Bloomberg (or other commercially available source providing quotations of LIBOR as designated by the Administrative Agent from time to time), for a term comparable to such Interest Period, at approximately 11:00 a.m. (London time) on the date which is two Business Days prior to the commencement of such Interest Period (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates) and (b) if such rate is not available at such time for any reason, then the “Published LIBO Rate” for such Interest Period shall be the interest rate per annum reasonably determined by the Administrative Agent in good faith to be the rate per annum at which deposits in Dollars for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the LIBO Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered to the Administrative Agent by major banks in the London or other offshore interbank market for Dollars at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Qualified Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

“Qualifying Bid” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Qualifying IPO” means the issuance and sale by the Borrower or any Parent Company of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) pursuant to which Net Proceeds of at least $50,000,000 are received by, or contributed to, the Borrower.

“Qualifying Lender” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Real Estate Asset” means, at any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Loan Party in and to real property (including, but not limited to, land, improvements and fixtures thereon) of such Loan Party.

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by (a) Holdings and the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Replacement Term Loans or the Replacement Revolving Facility, as applicable, being incurred pursuant thereto and in accordance with Section 9.02(c).

“Refinancing Indebtedness” has the meaning assigned to such term in Section 6.01(p).

“Refunding Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii).

“Register” has the meaning assigned to such term in Section 9.05(b).

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“Regulation D” means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation H” means Regulation H of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Funds” shall mean with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, managers, officers, trustees, employees, partners, agents, advisors and other representatives of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Relevant Existing Facility” means (a) with respect to any Incremental Term Facility or any tranche of Incremental Term Loans, the Term Facility implemented on the Closing Date and the Initial Term Loans and (b) with respect to any Incremental Revolving Facility or any tranche of Incremental Revolving Loans, the Revolving Facility implemented on the Closing Date and the Revolving Loans thereunder.

“Replaced Revolving Facility” has the meaning assigned to such term in Section 9.02(c).

“Replaced Term Loans” has the meaning assigned to such term in Section 9.02(c).

“Replacement Revolving Facility” has the meaning assigned to such term in Section 9.02(c).

“Replacement Term Loans” has the meaning assigned to such term in Section 9.02(c).

“Reply Amount” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Reply Price” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Representative” has the meaning assigned to such term in Section 9.13.

“Repricing Transaction” means each of (a) the prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Initial Term Loans substantially concurrently with the incurrence by any Loan Party of any secured term loans (including any Replacement Term Loans) having an

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effective interest cost or weighted average yield (with the comparative determinations to be made by the Administrative Agent in a manner consistent with generally accepted financial practices, and in any event consistent with the second proviso to Section 2.22(a)(v)) that is less than the effective interest cost or weighted average yield (as determined by the Administrative Agent on the same basis) applicable to the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement that would have the effect of reducing the effective interest cost of, or weighted average yield (to be determined by the Administrative Agent on the same basis as set forth in preceding clause(a)) of, the Initial Term Loans; provided that the primary purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification was to reduce the effective interest cost or weighted average yield of the Initial Term Loans; provided, further, that in no event shall any such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with a Change of Control, Qualifying IPO, Permitted Acquisition or other Investment permitted under this Agreement the consideration for which exceeds $15,000,000 constitute a Repricing Transaction.  Any determination by the Administrative Agent contemplated by preceding clauses (a) and (b) shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no liability to any Person with respect to such determination absent bad faith, gross negligence or willful misconduct.

“Required Lenders” means, at any time, Lenders having Loans or unused Revolving Credit Commitments or Additional Commitments representing more than 50% of the sum of the total Loans and such unused commitments at such time.

“Required Percentage” means, with respect to any Excess Cash Flow Period, the percentage set forth in the table below based on the First Lien Leverage Ratio determined as of the last day of such Excess Cash Flow Period:

First Lien Leverage Ratio	Required Percentage
Greater than 4.50:1.00	75	%
4.50:1.00 or less but greater than 3.50:1.00	50	%
3.50:1.00 or less but greater than 3.00:1.00	25	%
3.00:1.00 or less	0	%

“Required Revolving Lenders” means, at any time, Lenders having Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Commitments representing more than 50% of the sum of the total Revolving Loans, Additional Revolving Loans and such unused commitments at such time.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Responsible Officer” of any Person means the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer, any executive vice president, any senior vice president, any vice president or the chief operating officer of such Person and any other individual or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement, and, as to any document delivered on the Closing Date, shall include any secretary or assistant secretary or any other individual or similar official thereof with substantially equivalent responsibilities of a Loan Party.  Any document delivered hereunder that is signed by a Responsible Officer of any Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Responsible Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of a Responsible Officer of the Borrower that such financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated and its consolidated income and cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Restricted Amount” has the meaning set forth in Section 2.11(b)(iv).

“Restricted Debt” has the meaning set forth in Section 6.04(b).

“Restricted Debt Payment” has the meaning set forth in Section 6.04(b).

“Restricted Payment” means (a) any dividend or other distribution on account of any shares of any class of the Capital Stock of the Borrower, except a dividend payable solely in shares of Qualified Capital Stock to the holders of such class; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any shares of any class of the Capital Stock of the Borrower and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of the Capital Stock of the Borrower now or hereafter outstanding.

“Restricted Subsidiary” means, as to any Person, any subsidiary of such Person that is not an Unrestricted Subsidiary.  Unless otherwise specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary of the Borrower.

“Retained Excess Cash Flow Amount” means, as of any date, an amount, not less than zero in the aggregate, determined on a cumulative basis, equal to the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

“Retained Percentage” means, with respect to any Excess Cash Flow Period, 100% minus the Required Percentage with respect to such Excess Cash Flow Period.

“Return Bid” has the meaning assigned to such term in the definition of “Dutch Auction”.

“Revolving Credit Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09, Section 2.11, Section 2.19 or Section 9.02(c), (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05 or (c) increased as part of an Incremental Revolving Facility.

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“Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s LC Exposure, plus the aggregate amount at such time of such Lender’s participations in the Outstanding Amount of any Swingline Loans.

“Revolving Credit Maturity Date” means the date that is five years after the Closing Date.

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Credit Commitments at such time.

“Revolving Facility Test Condition” means, as of any date of determination, without duplication, that the aggregate Outstanding Amount of (a) all Revolving Loans (including Swingline Loans) and (b) all LC Obligations (excluding any undrawn Letter of Credit that has been Cash collateralized and excluding $5,000,000 in aggregate face amount of undrawn Letters of Credit) exceeds an amount equal to 30% of the Total Revolving Credit Commitment.

“Revolving Lender” means a Lender with a Revolving Credit Commitment or an Additional Revolving Commitment or an outstanding Revolving Loan or Additional Revolving Loan.  Unless the context otherwise requires, the term “Revolving Lenders” shall include the Swingline Lender.

“Revolving Loans” means the revolving Loans made by the Lenders to the Borrower pursuant to Section 2.01(a)(ii).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of the McGraw-Hill Companies, Inc.

“Sale and Lease-Back Transaction” has the meaning assigned to such term in Section 6.08.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.

“Secured Hedging Obligations” means all Hedging Obligations (other than any Excluded Swap Obligations) under each Hedge Agreement that (a) is in effect on the Closing Date between any Loan Party and a counterparty that is the Administrative Agent, a Lender, an Arranger or any Affiliate of the Administrative Agent, a Lender or an Arranger as of the Closing Date or (b) is entered into after the Closing Date between any Loan Party and any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or any Arranger at the time such Hedge Agreement is entered into, for which such Loan Party agrees to provide security and in each case that has been designated to the Administrative Agent in writing by the Borrower as being a Secured Hedging Obligation for purposes of the Loan Documents, it being understood that each counterparty thereto shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8, Sections 9.03 and Section 9.10 as if it were a Lender.

“Secured Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated Secured Debt as of such date to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, or the Test Period otherwise specified where the term “Secured Leverage Ratio” is used in this Agreement, in each case for the Borrower and its Restricted Subsidiaries.

“Secured Obligations” means all Obligations, together with (a) all Banking Services Obligations and (b) all Secured Hedging Obligations.

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“Secured Parties” means (i) the Lenders, (ii) the Administrative Agent, (iii) each counterparty to a Hedge Agreement with a Loan Party the obligations under which constitute Secured Hedging Obligations, (iv) each provider of Banking Services to any Loan Party, (v) the Arrangers and (vi) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing; provided that “Securities” shall not include any earn-out agreement or obligation or any employee bonus or other incentive compensation plan or agreement.

“Securities Act” means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” means the Pledge and Security Agreement, substantially in the form of Exhibit J, among the Loan Parties and the Administrative Agent for the benefit of the Secured Parties.

“SPC” has the meaning assigned to such term in Section 9.05(e).

“Special Dividend” means (a) the special one-time dividend (from the proceeds of the Term Loans and the Borrower’s cash on hand) by the Borrower to Holdings, and then from Holdings to the holders of its Capital Stock, in each case, on or before July 11, 2014 and (b) the special cash bonuses by Holdings to certain optionholders of Holdings either on or before July 11, 2014 or on a deferred basis, in an aggregate amount for clauses (a) and (b) not to exceed $225,000,000.

“Specified Joint Venture” means any Joint Venture that is not a Restricted Subsidiary.

“Sponsor” means PEP and any of its controlled Affiliates and funds managed or advised by PEP or any of its controlled Affiliates.

“Standby Letter of Credit” means any Letter of Credit other than any Commercial Letter of Credit.

“Stated Amount” means, with respect to any Letter of Credit, at any time, the maximum amount available to be drawn thereunder, in each case determined (x) as if any future automatic increases in the maximum available amount provided for in any such Letter of Credit had in fact occurred at such time and (y) without regard to whether any conditions to drawing could then be met but after giving effect to all previous drawings made thereunder.

“Subject Person” has the meaning assigned to such term in the definition of “Consolidated Net Income”.

“Subject Proceeds” has the meaning assigned to such term in Section 2.11(b)(ii).

“Subject Transaction” means, with respect to any Test Period, (a) the Transactions, (b) any Permitted Acquisition or any other acquisition of all or substantially all of the assets of, or any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Capital Stock of

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any Person (but in any event including any Investment in (x) any Restricted Subsidiary which serves to increase the Borrower’s or any Restricted Subsidiary’s respective equity ownership in such Restricted Subsidiary or (y) any Joint Venture for the purpose of increasing the Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such Joint Venture), in each case that is permitted by this Agreement, (c) any Disposition of all or substantially all of the assets or Capital Stock of a subsidiary (or any business unit, line of business or division of the Borrower or a Restricted Subsidiary) not prohibited by this Agreement, (d) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 hereof and/or (e) any other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis.

“Subordinated Indebtedness” means any Indebtedness of the Borrower or any of its Restricted Subsidiaries that is expressly subordinated in right of payment to the Obligations.

“subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.  Unless otherwise specified, “subsidiary” shall mean any subsidiary of the Borrower.

“Subsidiary Guarantor” means (x) on the Closing Date, each subsidiary of the Borrower (other than any subsidiary that is an Excluded Subsidiary on the Closing Date) and (y) thereafter, each subsidiary of the Borrower that guarantees the Secured Obligations pursuant to the terms of this Agreement, in each case, until such time as the relevant subsidiary is released from its obligations under the Loan Guaranty in accordance with the terms and provisions hereof.

“Successor Borrower” has the meaning assigned to such term in Section 6.07(a).

“Swap Obligations” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Lender” means UBS, in its capacity as lender of Swingline Loans hereunder, or any successor lender of Swingline Loans hereunder.

“Swingline Loan” means any Loan made pursuant to Section 2.04.

“Taxes” means any and all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” has the meaning assigned to such term in the lead-in to Article 5.

“Term Facility” means the Term Loans provided to or for the benefit of the Borrower pursuant to the terms of this Agreement.

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“Term Lender” means a Lender with an Initial Term Loan Commitment or an Additional Term Commitment or an outstanding Initial Term Loan or Additional Term Loan.

“Term Loan” means the Initial Term Loans and, if applicable, any Additional Term Loans.

“Test Period” means a period of four consecutive Fiscal Quarters.

“Threshold Amount” means $15,000,000.

“Total Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated Total Debt outstanding as of such date to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, or the Test Period otherwise specified where the term “Total Leverage Ratio” is used in this Agreement in each case for the Borrower and its Restricted Subsidiaries.

“Total Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.  The Total Revolving Credit Commitment as of the Closing Date is $20,000,000.

“Trademark” means the following:  (a) all trademarks (including service marks), common law marks, trade names, trade dress, and logos, slogans and other indicia of origin under the laws of any jurisdiction in the world, and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all domestic rights corresponding to any of the foregoing.

“Transaction Costs” means fees, premiums, expenses and other transaction costs (including original issue discount or upfront fees) payable or otherwise borne by Holdings and its subsidiaries in connection with the Transactions and the transactions contemplated thereby.

“Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the Borrowing of Loans hereunder, (b) the Existing Credit Agreement Refinancing, (c) the payment of the Special Dividend and (d) the payment of the Transaction Costs.

“Treasury Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii).

“Treasury Regulations” means the U.S. federal income tax regulations promulgated under the Code.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the LIBO Rate or the Alternate Base Rate.

“UBS” has the meaning assigned to such term in the preamble to this Agreement.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue or perfection of security interests.

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“Unrestricted Subsidiary” means any subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary on the Closing Date and listed on Schedule 5.10 hereto or after the Closing Date pursuant to Section 5.10.

“Unused Revolving Credit Commitment” of any Lender, at any time, means the remainder of the Revolving Credit Commitment of such Lender at such time, if any, less the sum of (a) the aggregate Outstanding Amount of Revolving Loans made by such Lender, (b) such Lender’s LC Exposure at such time and (c) except for purposes of Section 2.12(a), such Lender’s Applicable Percentage of the aggregate Outstanding Amount of Swingline Loans.

“U.S.” means the United States of America.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02. Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “LIBO Rate Loan”) or by Class and Type (e.g., a “LIBO Rate Term Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., a “LIBO Rate Borrowing”) or by Class and Type (e.g., a “LIBO Rate Term Borrowing”).

Section 1.03. Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein), (b) any reference to any law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, (c) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be

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construed to refer to such Loan Document in its entirety and not to any particular provision hereof, (e) all references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, clauses and paragraphs of, and Exhibits and Schedules to, such Loan Document, (f) in the computation of periods of time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and including” and (g) the words “asset” and “property”, when used in any Loan Document, shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including Cash, securities, accounts and contract rights.  For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06, 6.07 and 6.09, in the event that any Indebtedness, Lien, contractual restriction, Restricted Payment, Restricted Debt Payment, Investment, Disposition or affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01 (other than Sections 6.01(a) and (z)), 6.02 (other than Sections 6.02(a) and (t)), 6.03, 6.04, 6.05, 6.06, 6.07 and 6.09, the Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category.

Section 1.04. Accounting Terms; GAAP.

(a)All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA, Adjusted Consolidated Net Income or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided, further, that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.  If the Borrower notifies the Administrative Agent that the Borrower (or its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial

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reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP).

(b)Notwithstanding anything to the contrary herein, all financial ratios and tests (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the amount of Consolidated Total Assets, Adjusted Consolidated Net Income and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis.  Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any Joint Venture since the beginning of such Test Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Subject Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of (x) calculating quarterly compliance with Section 6.15 and (y) calculating the First Lien Leverage Ratio for purposes of the definitions of “Applicable Rate” and “Commitment Fee Rate”, in each case, the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account).

(c)Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

(d)For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and the amount of Consolidated Adjusted EBITDA, Adjusted Consolidated Net Income or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

Section 1.05. Effectuation of Transactions.  Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

Section 1.06. Timing of Payment of Performance.  When payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

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Section 1.07. Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.08. Currency Equivalents Generally.

(a)For purposes of any determination under Article 5, Article 6 (other than Section 6.15 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition, Sale and Lease-Back Transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement, (any of the foregoing, a “subject transaction”), in a currency other than Dollars, (i) the Dollar equivalent amount of a subject transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such subject transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any subject transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i).  For purposes of Section 6.15 and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar equivalent amount of such Indebtedness.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency.

Section 1.09. Cashless Rollovers.  Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Loans, Replacement Term Loans, Loans in connection with any Replacement Revolving Facility, Extended Term Loans,

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Extended Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in Cash” or any other similar requirement.

ARTICLE 2THE CREDITS

Section 2.01. Commitments.

(a)Subject to the terms and conditions set forth herein, (i) each Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars in a principal amount not to exceed its Initial Term Loan Commitment and (ii) each Revolving Lender severally, and not jointly, agrees to make Revolving Loans to the Borrower in Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Revolving Lender in accordance with the terms hereof; provided that, after giving effect to any Borrowing of Revolving Loans, the Outstanding Amount of such Lender’s Revolving Credit Exposure shall not exceed such Lender’s Revolving Credit Commitment.  Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.  Amounts paid or prepaid in respect of the Term Loans may not be reborrowed.

(b)Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment for a given Class of Incremental Term Loans severally agrees to make Incremental Term Loans to the Borrower, which Incremental Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional Term Commitment of such Lender or Additional Lender for such Class on the respective Incremental Term Loan Borrowing Date.  Notwithstanding the foregoing, if the applicable Additional Term Commitment in respect of any Incremental Term Loan Borrowing Date is not drawn on such Incremental Term Loan Borrowing Date, the undrawn amount shall automatically be cancelled.  Amounts repaid or prepaid in respect of such Incremental Term Loans may not be reborrowed.

Section 2.02. Loans and Borrowings.

(a)Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class.  Each Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04.

(b)Subject to Section 2.01 and Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or LIBO Rate Loans as the Borrower may request in accordance herewith; provided that each Swingline Loan shall be an ABR Loan.  Each Lender at its option may make any LIBO Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, (ii) such LIBO Rate Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (iii) in exercising such option, such Lender shall use reasonable efforts to minimize increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of

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such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply); provided, further, that any such domestic or foreign branch or Affiliate of such Lender shall not be entitled to any greater indemnification under Section 2.17 with respect to such LIBO Rate Loan than that to which the applicable Lender was entitled on the date on which such Loan was made (except in connection with any indemnification entitlement arising as a result of a Change in Law after the date on which such Loan was made).

(c)At the commencement of each Interest Period for any LIBO Rate Borrowing, such Borrowing shall comprise an aggregate principal amount that is an integral multiple of $100,000 and not less than $500,000.  Each ABR Borrowing when made shall be in a minimum principal amount of $100,000; provided that an ABR Revolving Borrowing may be made in a lesser aggregate amount that is (x) equal to the entire aggregate Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).  Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 different Interest Periods in effect for LIBO Rate Borrowings at any time outstanding (or such greater number of different Interest Periods as the Administrative Agent may agree from time to time).

(d)Notwithstanding any other provision of this Agreement, the Borrower shall not, nor shall it be entitled to, request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date applicable to such Loans.

Section 2.03. Requests for Borrowings.  Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent.  Each such notice must be in writing and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders.  Each written notice with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower.  Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(a)the Class of such Borrowing;

(b)the aggregate amount of the requested Borrowing;

(c)the date of such Borrowing, which shall be a Business Day;

(d)whether such Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing;

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(e)in the case of a LIBO Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(f)the location and number of the Borrower’s account or any other designated account(s) to which funds are to be disbursed (the “Funding Account”).

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall advise each Lender of the details thereof and of the amount of the Loan to be made as part of the requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section or (y) in the case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a Borrowing Request in accordance with this Section.

Section 2.04. Swingline Loans.

(a)Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that (x) the Swingline Lender shall not be required to make any Swingline Loan to refinance an outstanding Swingline Loan and (y) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Swingline Loans shall not exceed $5,000,000, and the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Total Revolving Credit Commitment.  Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, subject to the immediately preceding sentence, a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).  Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed.  To request a Swingline Loan, the Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request in writing not later than 2:00 p.m. on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.  The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the Funding Account or otherwise in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).

(b)Immediately upon the making of a Swingline Loan to the Borrower, the Revolving Lenders shall be deemed to have acquired participations in such Swingline Loan in amounts equal to their respective Applicable Percentages of such Swingline Loan.  The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 p.m. on any Business Day require the Revolving Lenders to fund such participations on the second Business Day following receipt of such notice in all or a portion of the Swingline Loans outstanding.  Such notice shall specify the aggregate amount of participations in Swingline Loans which Revolving Lenders shall fund.  Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Applicable Percentage of the Swingline Loan or Swingline Loans.  Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans to be funded.  Each Revolving Lender

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acknowledges and agrees that its obligation to acquire and fund participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.04(b)), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders.  The Administrative Agent shall notify the Borrower of any funding of participation in any Swingline Loan acquired pursuant to this Section 2.04(b), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of any Swingline Loan after receipt by the Swingline Lender of the proceeds of any sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that have made their payments pursuant to this Section 2.04(b) and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason.  The purchase of participations in a Swingline Loan pursuant to this Section 2.04(b) shall not relieve the Borrower of any default in the payment thereof.

(c)If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04 by the time specified in Section 2.04(b), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive absent manifest error.

Section 2.05. Letters of Credit.

(a)General.  Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in each case in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period from the Closing Date to the fifth Business Day prior to the Revolving Credit Maturity Date, upon the request of the Borrower, to issue Dollar denominated Letters of Credit issued on sight basis only for the account of the Borrower (or any Restricted Subsidiary and/or Joint Venture; provided that the Borrower will be the applicant) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.05(b), and (B) to honor drafts under the Letters of Credit, and (ii) the Lenders severally agree to participate in the Letters of Credit issued pursuant to Section 2.05(d).

(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance (or such shorter period as is acceptable to

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the applicable Issuing Bank or, in the case of any issuance to be made on the Closing Date, one Business Day prior to the Closing Date), a request to issue a Letter of Credit, which shall specify that it is being issued under this Agreement, in the form of Exhibit K attached hereto.  To request an amendment, extension or renewal of a Letter of Credit, the Borrower shall submit such a request to the applicable Issuing Bank (with a copy to the Administrative Agent) at least three Business Days in advance of the requested date of amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank), identifying the Letter of Credit to be amended, extended or renewed, and specifying the proposed date (which shall be a Business Day) and other details of the amendment, extension or renewal.  Requests for the issuance, amendment, extension or renewal of any Letter of Credit must be accompanied by such other information as shall be necessary to issue, amend, extend or renew such Letter of Credit.  If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit.  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.  A Letter of Credit may be issued, amended, extended or renewed only if (and on the issuance, amendment, extension or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, or renewal, the amount of all LC Obligations would not exceed the Letter of Credit Limit, and the sum of (x) the aggregate outstanding principal amount of all Revolving Loans and Swingline Loans plus (y) the aggregate amount of all LC Obligations would not exceed the Total Revolving Credit Commitment.  Promptly after the delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.  Upon receipt of such Letter of Credit or amendment, the Administrative Agent shall notify the Revolving Lenders, in writing, of such Letter of Credit or amendment, and if so requested by a Revolving Lender, the Administrative Agent will provide such Revolving Lender with copies of such Letter of Credit or amendment.

(c)Expiration Date.

(i)No Standby Letter of Credit shall expire later than the earlier of (A) the date that is one year after the date of the issuance of such Letter of Credit and (B) the date that is five Business Days prior to the Revolving Credit Maturity Date; provided that, any Standby Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one year in duration (none of which, in any event, shall extend beyond the date referred to in the preceding clause (B) unless 103% of the then-available face amount thereof is Cash collateralized or backstopped on or before the date that such Letter of Credit is extended beyond the date referred to in clause (B) above pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank.

(ii)No Commercial Letter of Credit shall expire later than the earlier to occur of (A) 180 days after the issuance thereof and (B) the date that is five Business Days prior to the Revolving Credit Maturity Date.

(d)Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn

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under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)Reimbursement.

(i)If the applicable Issuing Bank makes any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent (or, in the case of Commercial Letters of Credit, the applicable Issuing Bank) an amount equal to such LC Disbursement not later than 1:00 p.m. on the Business Day immediately following the date on which the Borrower receives notice under paragraph (g) of this Section of such LC Disbursement (or, if such notice is received less than two hours prior to the deadline for requesting ABR Borrowings pursuant to Section 2.03, on the second Business Day immediately following the date on which the Borrower receives such notice); provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan.  If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear.

(ii)If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.05(e) by the time specified therein, such Issuing Bank shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.  A certificate of the applicable Issuing Bank

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submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.

(f)Obligations Absolute.  The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.  Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)Disbursement Procedures.  The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that no failure to give or delay in giving such notice shall relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h)Interim Interest.  If any Issuing Bank makes any LC Disbursement, then, unless the Borrower reimburses such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Revolving Loans that are ABR Loans; provided that if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply.  Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

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(i)Replacement of an Issuing Bank or Addition of New Issuing Banks.  Any Issuing Bank may be replaced with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank.  The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank.  At the time any such replacement becomes effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b)(ii).

From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the replacement of any Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.  The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the relevant Revolving Lender, designate one or more additional Revolving Lenders to act as an issuing bank under the terms of this Agreement.  Any Revolving Lender designated as an issuing bank pursuant to this paragraph (i) shall be deemed to be an “Issuing Bank” (in addition to being a Revolving Lender) in respect of Letters of Credit issued or to be issued by such Revolving Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Revolving Lender.

(j)Cash Collateralization.

(i)If any Event of Default exists, then on the Business Day that the Borrower receives notice from the Administrative Agent at the direction of the Required Lenders demanding the deposit of Cash collateral pursuant to this paragraph (j), upon such demand, the Borrower shall deposit, in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in Cash equal to 103% of the LC Exposure as of such date (minus the amount then on deposit in the LC Collateral Account); provided that the obligation to deposit such Cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(f) or (g).

(ii)Any such deposit under clause (i) above shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations in accordance with the provisions of this paragraph (j).  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the Borrower hereby grants the Administrative Agent, for the benefit of the Secured Parties, a First Priority security interest in the LC Collateral Account.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Revolving Lenders) be applied to satisfy other Secured Obligations.  If the Borrower is required to provide an amount of Cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied

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as aforesaid) shall be returned to the Borrower promptly but in no event later than three Business Days after such Event of Default has been cured or waived.

Section 2.06. [Reserved].

Section 2.07. Funding of Borrowings.

(a)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m. to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s respective Applicable Percentage; provided that Swingline Loans shall be made as provided in Section 2.04.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the Funding Account or as otherwise directed by the Borrower; provided that ABR Revolving Loans made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b)Unless the Administrative Agent has received notice from any Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if any Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Loans comprising such Borrowing at such time.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.07(b) shall cease.  If the Borrower pays such amount to the Administrative Agent, the amount so paid shall constitute a repayment of such Borrowing by such amount.  Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower or any other Loan Party may have against any Lender as a result of any default by such Lender hereunder.

Section 2.08. Type; Interest Elections.

(b)Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert any Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders based upon their Applicable Percentages and the Loans comprising each such portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline Loans, which may not be converted or continued.

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(c)To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.

(d)Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing; and

(iv)if the resulting Borrowing is a LIBO Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(e)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(f)If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBO Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the end of such Interest Period to a LIBO Rate Borrowing with an Interest Period of one month.  Notwithstanding any contrary provision hereof, if an Event of Default exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and (ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable thereto.

Section 2.09. Termination and Reduction of Commitments.

(a)Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

(b)Upon delivering the notice required by Section 2.09(d), the Borrower may at any time terminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the

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furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon.

(c)Upon delivering the notice required by Section 2.09(d), the Borrower may from time to time reduce the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment.

(d)The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraphs (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent.  Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Section 2.10. Repayment of Loans; Evidence of Debt.

(a)The Borrower hereby unconditionally promises to repay Initial Term Loans to the Administrative Agent for the account of each Term Lender (i) commencing September 30, 2014, on the last Business Day of each March, June, September and December prior to the Initial Term Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the Initial Term Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and Section 9.05(g) or increased as a result of any increase in the amount of such Initial Term Loans pursuant to Section 2.22(a)), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to the remainder of the principal amount of the Initial Term Loans, outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b)The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (x) the 10th Business Day following the incurrence of such Swingline Loan and (y) the Revolving Credit Maturity Date.  On the Revolving Credit Maturity Date, the Borrower shall (A) cancel and return all outstanding Letters of Credit (or alternatively, with respect to any outstanding Letter of Credit, furnish to the Administrative Agent a Cash deposit (or if reasonably acceptable to the relevant Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date) and (B) make

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payment in full in Cash of all accrued and unpaid fees and all reimbursable expenses and other Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon.

(c)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e)The entries made in the accounts maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any manifest error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the accounts maintained by the Administrative Agent pursuant to paragraph (d) of this Section and any Lender’s records, the accounts of the Administrative Agent shall govern.

(f)Any Lender may request that Loans made by it be evidenced by a Promissory Note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a Promissory Note payable to such Lender and its registered assigns; it being understood and agreed that such Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower in accordance with Section 9.05(b)(iii) and upon the occurrence of the Termination Date (or as promptly thereafter as practicable).

Section 2.11. Prepayment of Loans.

(a)Optional Prepayments.

(i)Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Term Loans in whole or in part without premium or penalty (but subject to Sections 2.12(f) and 2.16).  Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages.

(ii)Upon prior notice in accordance with paragraph (a)(iii) of this Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Revolving Loans, including any Additional Revolving Loans, in whole or in part without premium or penalty (but subject to Section 2.16).  Prepayments made pursuant to this Section 2.11(a)(ii), first, shall be applied ratably to the Swingline Loans and to outstanding LC Disbursements and second, shall be applied ratably to the outstanding Revolving Loans, including any Additional Revolving Loans.

(iii)The Borrower shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment, (B) in the case of a prepayment of an

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ABR Borrowing, not later than 1:00 p.m. one Business Day before the date of prepayment or (C) in the case of a prepayment of a Swingline Loan, not later than 1:00 p.m. on the date of prepayment (or, in the case of clauses (A) and (B), such later date to which the Administrative Agent may agree).  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c).  Each prepayment of Term Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Class in the manner specified by the Borrower or, if not so specified on or prior to the date of such optional prepayment, in direct order of maturity.

(b)Mandatory Prepayments.

(i)No later than the fifth Business Day after the date on which the financial statements with respect to each Fiscal Year of the Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2014, the Borrower shall prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) of this Section 2.11(b) below in an aggregate principal amount equal to (A) the Required Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Fiscal Year then ended (it being understood and agreed that for the Fiscal Year ending December 31, 2014, Excess Cash Flow shall be calculated as if such Fiscal Year begins on the first day of the Fiscal Quarter ending September 30, 2014 and ends on December 31, 2014) (each Fiscal Year, as modified under this clause (A) for the Fiscal Year ending December 31, 2014, an “Excess Cash Flow Period”), minus (B) at the option of the Borrower, the aggregate principal amount of (x) any Initial Term Loans, Additional Term Loans, Revolving Loans or Additional Revolving Loans prepaid pursuant to Section 2.11(a) prior to such date and (y) the amount of any reduction in the outstanding amount of any Initial Term Loans or Additional Term Loans resulting from any assignment made in accordance with Section 9.05(g) of this Agreement (including in connection with any Dutch Auction) based upon the actual amount of cash paid in connection with the relevant assignment, in each case, excluding any such optional prepayments made during such Fiscal Year that reduced the amount required to be prepaid pursuant to this Section 2.11(b)(i) in the prior Fiscal Year (in the case of any prepayment of Revolving Loans and/or Additional Revolving Loans, to the extent accompanied by a permanent reduction in the relevant commitment, and in the case of all such prepayments, to the extent that such prepayments were not financed with the proceeds of other Indebtedness (other than revolving Indebtedness) of the Borrower or its Restricted Subsidiaries); provided that no prepayment under this Section 2.11(b) shall be required to the extent that the amount thereof would not exceed $1,500,000.

(ii)No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of (x) $5,000,000 in a single transaction or series of related transactions and (y) $7,500,000 in any Fiscal Year, the Borrower shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of

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such thresholds (the “Subject Proceeds”) to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) below; provided that if prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in assets used or useful in the business (other than Cash or Cash Equivalents) of the Borrower or any of its subsidiaries, then so long as no Event of Default then exists, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (A) the Subject Proceeds are so reinvested within 12 months following receipt thereof, or (B) the Borrower or any of its subsidiaries has contractually committed to so reinvest the Subject Proceeds during such 12-month period and the Subject Proceeds are so reinvested within six months after the expiration of such 12-month period; provided, however, that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly (and in any case within five Business Days after such expiration) prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to offer to repay or repurchase any other Indebtedness secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the Subject Proceeds (such Indebtedness required to be offered to be so repaid or repurchased, the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Initial Term Loans and Additional Term Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Initial Term Loans, Additional Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Initial Term Loans and Additional Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Initial Term Loans and Additional Term Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly; provided, further, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Initial Term Loans and Additional Term Loans in accordance with the terms hereof.

(iii)In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), the Borrower shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal amount of Initial Term Loans and Additional Term Loans in accordance with clause (vi) below.

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(iv)Notwithstanding anything in this Section 2.11(b) to the contrary, (A) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i), (ii) or (iii) above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness constitutes Refinancing Indebtedness incurred by any Foreign Subsidiary to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c)), as the case may be, for so long as the repatriation to the Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation); it being understood that once the repatriation of the relevant affected Subject Proceeds, Excess Cash Flow or the Net Proceeds in respect of any such Indebtedness, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds, Excess Cash Flow or the Net Proceeds in respect of any such Indebtedness, as the case may be, and the repatriated Subject Proceeds, Excess Cash Flow or the Net Proceeds in respect of any such Indebtedness, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Initial Term Loans and Additional Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), (B) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that the relevant Excess Cash Flow is generated by any such Joint Venture, to the extent 50% or less than 50% of the Capital Stock of such Joint Venture is owned by the Borrower or any Restricted Subsidiary, or the relevant Subject Proceeds are received by any Joint Venture for so long as the repatriation to the Borrower of such Excess Cash Flow or Subject Proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the repatriation of such Excess Cash Flow or Subject Proceeds, as the case may be, is permitted under the Organizational Documents governing such Joint Venture within one year following the date on which the amount of such Excess Cash Flow or Subject Proceeds, as the case may be, would have been required to be paid pursuant to Section 2.11(b)(i) or (ii), as the case may be, the relevant Joint Venture will promptly repatriate such Excess Cash Flow or Subject Proceeds, as the case may be, and the repatriated Excess Cash Flow or Subject Proceeds, as the case may be, will be promptly (and in any event not less than ten Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Initial Term Loans and Additional Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)) and (C) if the Borrower determines in good faith that the repatriation to the Borrower of any amounts required to mandatorily prepay the Initial Term Loans and Additional Term Loans pursuant to Sections 2.11(b)(i), (ii) or (iii) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower, the amount

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the Borrower shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i), (ii) or (iii) above, as applicable, shall be reduced by the Restricted Amount until such time as it may repatriate to the Borrower the Restricted Amount without incurring such material and adverse tax liability; provided that to the extent that the repatriation of any Subject Proceeds, Excess Cash Flow or the Net Proceeds in respect of any such Indebtedness from the relevant Foreign Subsidiary would no longer have an adverse tax consequence, an amount equal to the Subject Proceeds, Excess Cash Flow or the Net Proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to preceding clause (C), shall be promptly applied to the repayment of the Initial Term Loans and Additional Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv));

(v)Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Initial Term Loans and Additional Term Loans required to be made by the Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided, further, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c).  If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Initial Term Loans and Additional Term Loans.

(vi)Except as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, (A) each prepayment of Initial Term Loans and Additional Term Loans pursuant to this Section 2.11(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Initial Term Loans or Additional Term Loans with Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Initial Term Loans and Additional Term Loans, all accepted prepayments under Section 2.11(b)(i), (ii) or (iii) shall be applied against the remaining scheduled installments of principal due in respect of the Initial Term Loans and Additional Term Loans as directed by the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in respect of the Initial Term Loans and Additional Term Loans in direct order of maturity), and (C) each such prepayment shall be paid to the Term Lenders in accordance with their respective Applicable Percentages.  The amount of such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Initial Term Loans and Additional Term Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or LIBO Rate Loans; provided that the amount thereof shall be applied first to ABR Loans to the full extent thereof before application to the LIBO Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16.  Any prepayment of Initial Term Loans made on or prior to the date that is 12 months after

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the Closing Date pursuant to Section 2.11(b)(iii) as part of a Repricing Transaction shall be accompanied by the fee set forth in Section 2.12(f).

(vii)In the event that the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitment then in effect, the Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure in an aggregate amount sufficient to reduce such Aggregate Revolving Credit Exposure as of the date of such payment to an amount not to exceed the Total Revolving Credit Commitment then in effect by taking any of the following actions as it shall determine at its sole discretion: (A) prepayment of Revolving Loans or Swingline Loans or (B) with respect to the excess LC Exposure, deposit of Cash in the LC Collateral Account or “backstopping” or replacement of the relevant Letters of Credit, in each case, in an amount equal to 103% of such excess LC Exposure (minus the amount then on deposit in the LC Collateral Account).

(viii)At the time of each prepayment required under Section 2.11(b)(i), (ii) or (iii), the Borrower shall deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment.  Each such certificate shall specify the Borrowings being prepaid and the principal amount of each Borrowing (or portion thereof) to be prepaid.  Prepayments shall be accompanied by accrued interest as required by Section 2.13.  All prepayments of Borrowings under this Section 2.11(b) shall be subject to Section 2.16 and, in the case of prepayments under clause (iii) above as part of a Repricing Transaction, Section 2.12(f), but shall otherwise be without premium or penalty.

Section 2.12. Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a commitment fee, which shall accrue at a rate equal to the Commitment Fee Rate per annum on the average daily amount of the Unused Revolving Credit Commitment of such Revolving Lender during the period from and including the Closing Date to the date on which such Lender’s Revolving Credit Commitments terminate.  Accrued commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended (commencing on September 30, 2014) and on the date on which the Revolving Credit Commitments terminate.  For purposes of calculating the commitment fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

(b)The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its participation in each Letter of Credit, which shall accrue at the Applicable Rate used to determine the interest rate applicable to LIBO Rate Revolving Loans on the daily face amount of such Lender’s LC Exposure in respect of such Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the period from and including the Closing Date to the later of the date on which such Revolving Lender’s Revolving Credit Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure in respect of such Letter of Credit and (ii) to each Issuing Bank, for its own account, a fronting fee, in respect of each Letter of Credit issued by such Issuing Bank for the period from the date of issuance of such Letter of Credit to the expiration date of such Letter of Credit (or if terminated on an earlier date, to the termination date of such Letter of Credit), computed at a rate equal

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to the rate agreed by such Issuing Bank and the Borrower (but in any event not to exceed 0.125% per annum) of the daily face amount of such Letter of Credit, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees accrued to and including the last Business Day of each March, June, September and December shall be payable in arrears for the quarterly period then ended on the last Business Day of such calendar quarter; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate, and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand.  Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 30 days after receipt of a written demand (accompanied by reasonable back-up documentation) therefor.

(c)[Reserved].

(d)The Borrower agrees to pay to the Administrative Agent, for its own account, the fees in the amounts and at the times separately agreed upon by the Borrower and the Administrative Agent in writing.

(e)All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders.  Fees paid shall not be refundable under any circumstances except as otherwise provided in the Fee Letter.  Fees payable hereunder shall accrue through and including the last day of the month immediately preceding the applicable fee payment date.

(f)In the event that, on or prior to the date that is 12 months after the Closing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment.  If, on or prior to the date that is 12 months after the Closing Date, all or any portion of the Initial Term Loans held by any Term Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection with, such Term Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced.  All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

(g)Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for the actual days elapsed (including the first day but excluding the last day).  Each determination by the Administrative Agent of a fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.13. Interest.

(a)The Term Loans and Revolving Loans comprising each ABR Borrowing (including Swingline Loans) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)The Term Loans and Revolving Loans comprising each LIBO Rate Borrowing shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)[Reserved].

(d)Notwithstanding the foregoing, if any principal of or interest on any Initial Term Loan, Revolving Loan or Additional Loan, any LC Disbursement or any fee payable by Borrower hereunder is not, in each case, paid or reimbursed when due, whether at stated maturity, upon acceleration or otherwise, the relevant overdue amount shall bear interest, to the fullest extent permitted by law, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Initial Term Loan, Revolving Loan, Additional Loan or unreimbursed LC Disbursement, 2.00% plus the rate otherwise applicable to such Initial Term Loan, Revolving Loan, Additional Loan or LC Disbursement as provided in the preceding paragraphs of this Section, Section 2.05(h) or in the amendment to this Agreement relating thereto or (ii) in the case of any other amount, 2.00% plus the rate applicable to Revolving Loans that are ABR Loans as provided in paragraph (a) of this Section; provided that no amount shall be payable pursuant to this Section 2.13(d) to any Defaulting Lender so long as such Lender is a Defaulting Lender; provided further that no amounts shall accrue pursuant to this Section 2.13(d) on any overdue amount, reimbursement obligation in respect of any LC Disbursement or other amount payable to a Defaulting Lender so long as such Lender is a Defaulting Lender.

(e)Accrued interest on each Initial Term Loan, Revolving Loan or Additional Loan shall be payable in arrears on each Interest Payment Date for such Initial Term Loan, Revolving Loan or Additional Loan and on the Maturity Date or upon the termination of the Revolving Credit Commitments or any Additional Commitments, as applicable; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Initial Term Loan, Revolving Loan or Additional Loan (other than a prepayment of an ABR Revolving Loan prior to the termination of the relevant revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBO Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Initial Term Loan, Revolving Loan or Additional Loan shall be payable on the effective date of such conversion.

(f)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed for ABR Loans based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day;

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provided further that, in the case of any ABR Loan, interest shall accrue through and including the last day of the month preceding the applicable Interest Payment Date.

Section 2.14. Alternate Rate of Interest.  If at least two Business Days prior to the commencement of any Interest Period for a LIBO Rate Borrowing:

(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

(b)the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall promptly give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, which the Administrative Agent agrees promptly to do, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBO Rate Borrowing shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the Interest Period applicable thereto, and (ii) if any Borrowing Request requests a LIBO Rate Borrowing, such Borrowing shall be made as an ABR Borrowing.

Section 2.15. Increased Costs.

(a)If any Change in Law:

(i)imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBO Rate) or Issuing Bank; or

(ii)imposes on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or LIBO Rate Loans made by any Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing is to increase the cost to the relevant Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise) in respect of any LIBO Rate Loan or Letter of Credit in an amount deemed by such Lender or Issuing Bank to be material, then, within 30 days after the Borrower’s receipt of the certificate contemplated by paragraph (c) of this Section, the Borrower will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered (except for any Taxes, which shall be dealt with exclusively pursuant to Section 2.17); provided that the Borrower shall not be liable for such compensation if (x) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto, (y) such Lender invokes Section 2.20 or (z) in the case of requests for reimbursement under clause (ii) above resulting from a market disruption, (A) the relevant circumstances are not generally affecting the banking market or (B) the applicable request has not been made by Lenders constituting Required Lenders.

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(b)If any Lender or Issuing Bank determines that any Change in Law regarding liquidity or capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law other than due to Taxes, which shall be dealt with exclusively pursuant to Section 2.17 (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then within 30 days of receipt by the Borrower of the certificate contemplated by paragraph (c) of this Section the Borrower will pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c)A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such amount or amounts were determined and certifying that such Lender is generally charging such amounts to similarly situated borrowers shall be delivered to the Borrower and shall be conclusive absent manifest error.

(d)Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16.Break Funding Payments.

In the event of (a) the conversion or prepayment of any principal of any LIBO Rate Loan other than on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise), (b) the failure to borrow, convert, continue or prepay any LIBO Rate Loan on the date or in the amount specified in any notice delivered pursuant hereto or (c) the assignment of any LIBO Rate Loan of any Lender other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense incurred by such Lender that is attributable to such event (other than loss of profit).  In the case of a LIBO Rate Loan, the loss, cost or expense of any Lender shall be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the Eurodollar market; it being understood that such loss, cost or expense shall in any case exclude any interest rate floor and all

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administrative, processing or similar fees.  A certificate of any Lender (x) setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (y) certifying that such Lender is generally charging the relevant amounts to similarly situated borrowers shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

Section 2.17. Taxes.

(a)Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without deduction for any Taxes, except as required by applicable law.  If any applicable law requires the deduction or withholding of any Tax from any such payment, then (i) if such Tax is an Indemnified Tax and/or Other Tax, the amount payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, each Lender and each Issuing Bank (as applicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.  If at any time any Loan Party is required by applicable law to make any deduction or withholding from any amount payable hereunder, such Loan Party shall promptly notify the relevant Lender or Issuing Bank and the Administrative Agent upon becoming aware of the same.  In addition, each relevant Lender and/or Issuing Bank and/or the Administrative Agent, as applicable, shall promptly notify the Borrower upon becoming aware of any circumstances as a result of which any Loan Party is or would be required to make any deduction or withholding from any amount payable hereunder.

(b)In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Each Loan Party shall indemnify the Administrative Agent, each Lender and each Issuing Bank within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by the Administrative Agent, such Lender or Issuing Bank, as applicable, on or with respect to any payment by or any payment on account of any obligation of any Loan Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties (other than any penalties resulting from any action or inaction of the Administrative Agent or such Lender or Issuing Bank), interest and reasonable expenses arising therefrom or with respect thereto; provided that if such Loan Party reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender or Issuing Bank, as applicable, will use reasonable efforts to cooperate with such Loan Party to obtain a refund of such Taxes (which shall be repaid to such Loan Party in accordance with Section 2.17(g)) so long as such efforts would not, in the sole determination of the Administrative Agent or such Lender or Issuing Bank, result in any additional out-of-pocket costs or expenses not reimbursed by such Loan Party or be otherwise materially disadvantageous to the Administrative Agent or such Lender or Issuing Bank, as applicable.  In connection with any request for reimbursement under this Section 2.17(c), the relevant Lender, Issuing Bank or the Administrative Agent, as applicable, shall deliver a certificate to the Borrower (i) setting forth, in reasonable detail, the basis and calculation of the amount of the relevant payment or liability and (ii) certifying that it is generally charging the relevant amounts to similarly situated borrowers, which certificate shall be conclusive absent manifest error.

(d)Each Lender and each Issuing Bank shall severally indemnify the Administrative Agent, within 30 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes on or with

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respect to any payment under any Loan Document that is attributable to such Lender or Issuing Bank (but only to the extent that no Loan Party has already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s or Issuing Bank’s failure to comply with the provisions of Section 9.05(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by the Administrative Agent shall be conclusive absent manifest error.  Each Lender and Issuing Bank hereby authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document or otherwise payable by the Administrative Agent to any Lender or Issuing Bank under any Loan Document or otherwise payable by the Administrative Agent to any Lender or Issuing Bank from any other source against any amount due to the Administrative Agent under this clause (d).

(e)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment that is reasonably satisfactory to the Administrative Agent.

(f)Status of Lenders.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation as the Borrower or the Administrative Agent may reasonably request to permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(ii)Without limiting the generality of the foregoing,

(A)each Lender that is not a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two executed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

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(1)in the case of any Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party (x) with respect to payments of interest under any Loan Document, executed original copies of IRS Form W8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed original copies of IRS Form W-8ECI;

(3)in the case of any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed original copies of IRS Form W-8BEN; or

(4)to the extent any Foreign Lender is not the beneficial owner, executed original copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Foreign Lender is a partnership and one or more partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such partner;

(C)each Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed original copies of any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to any Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the

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Administrative Agent such documentation as is prescribed by applicable Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)If the Administrative Agent or any Lender or Issuing Bank determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or Issuing Bank (including any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of the Administrative Agent, such Lender or Issuing Bank, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or Issuing Bank in the event the Administrative Agent, such Lender or Issuing Bank is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent, any Lender or Issuing Bank be required to pay any amount to any Loan Party pursuant to this paragraph (g) to the extent that the payment thereof would place the Administrative Agent, Lender or Issuing Bank in a less favorable net after-Tax position than the position that the Administrative Agent or such Lender or Issuing Bank would have been in if the Tax subject to indemnification had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been paid.

This Section shall not be construed to require the Administrative Agent, any Lender or any Issuing Bank to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the relevant Loan Party or any other Person.

(h)Survival.  Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.18. Payments Generally; Allocation of Proceeds; Sharing of Payments.

(a)Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressed hereunder or under such Loan Document (or, if no time is expressly required, by 2:00 p.m.) on the date when due, in immediately available funds, without set-off (except as otherwise provided in Section 2.17) or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made

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directly to the applicable Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16 or 2.17 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round such Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.  All payments (including accrued interest) hereunder shall be made in Dollars.  Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b)All proceeds of Collateral received by the Administrative Agent at any time when an Event of Default exists and all or any portion of the Loans that have been accelerated hereunder pursuant to Section 7.01, shall, upon election by the Administrative Agent or at the direction of the Required Lenders, be applied, first, on a pro rata basis, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent or any Issuing Bank from the Borrower constituting Obligations, second, on a pro rata basis, to pay any fees or expense reimbursements then due to the Lenders from the Borrower constituting Obligations, third, to pay interest due and payable in respect of any Loans, on a pro rata basis, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements, all Banking Services Obligations and all Secured Hedging Obligations, on a pro rata basis among the Secured Parties, fifth, to pay an amount to the Administrative Agent equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) on such date, to be held in the LC Collateral Account as Cash collateral for such Obligations, on a pro rata basis, sixth, to the payment of any other Secured Obligation due to the Administrative Agent, any Lender or any other Secured Party by the Borrower on a pro rata basis and seventh, to the Borrower or as the Borrower shall direct.

(c)If any Lender obtains payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) in respect of any principal of or interest on any of its Loans of any Class or participations in LC Disbursements or Swingline Loans held by it resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans of such Class and participations in LC Disbursements or Swingline Loans and accrued interest thereon than the proportion received by any other Lender with Loans of such Class and participations in LC Disbursements or Swingline Loans, then the Lender receiving such greater proportion shall purchase (for Cash at face value) participations in the Loans of such Class and sub-participations in LC Disbursements or Swingline Loans of other Lenders of such Class at such time outstanding to the extent necessary so that the benefit of all such payments shall be shared by the Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class and participations in LC Disbursements or Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans to any permitted assignee or participant, including any payment made or deemed made in connection with Sections 2.22, 2.23 and 9.02(c).  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.  The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations

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purchased under this Section 2.18(c) and will, in each case, notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section 2.18(c) shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

(d)Unless the Administrative Agent has received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any Lender or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lender or Issuing Bank the amount due.  In such event, if the Borrower has not in fact made such payment, then each Lender or the applicable Issuing Bank severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)If any Lender fails to make any payment required to be made by it pursuant to Section 2.07(b) or Section 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.19. Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or its participation in any Letter of Credit affected by such event, or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender in any material respect.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If (i) any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate Loans pursuant to Section 2.20, (ii) if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) if any Lender is a Defaulting Lender or (iv) if in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender”, “each Revolving Lender” or “each Lender directly affected thereby” (or any other Class or group of Lenders other than the Required Lenders) with respect to which Required Lender or Required Revolving Lender consent (or the consent of Lenders holding loans or commitments of such Class or lesser group representing more than 50% of the sum of the total loans and unused commitments of such Class or lesser group at such time) has been obtained, as applicable, any Lender is a non-consenting Lender (each such Lender, a “Non-Consenting Lender”), then the Borrower may, at its sole expense and effort, upon notice

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to such Lender and the Administrative Agent, (x) terminate the applicable Commitments and/or Additional Commitments of such Lender, and repay all Obligations of the Borrower owing to such Lender relating to the applicable Loans and participations held by such Lender as of such termination date under one or more Credit Facilities or Additional Credit Facilities as the Borrower may elect or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.05), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if any Lender accepts such assignment); provided that (A) such Lender shall have received payment of an amount equal to the outstanding principal amount of its Loans and, if applicable, participations in LC Disbursements and Swingline Loans, in each case of such Class of Loans, Commitments and/or Additional Commitments, accrued interest thereon, accrued fees and all other amounts payable to it hereunder with respect to such Class of Loans, Commitments and/or Additional Commitments, (B) in the case of any assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments and (C) such assignment does not conflict with applicable law.  No Lender (other than a Defaulting Lender) shall be required to make any such assignment and delegation, and the Borrower may not repay the Obligations of such Lender or terminate its Commitments or Additional Commitments, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.  Each Lender agrees that if it is replaced pursuant to this Section 2.19, it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver to the Administrative Agent any Promissory Note (if the assigning Lender’s Loans are evidenced by one or more Promissory Notes) subject to such Assignment and Assumption (provided that the failure of any Lender replaced pursuant to this Section 2.19 to execute an Assignment and Assumption or deliver any such Promissory Note shall not render such sale and purchase (and the corresponding assignment) invalid), such assignment shall be recorded in the Register, any such Promissory Note shall be deemed cancelled.  Each Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment and Assumption or other instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (b).  To the extent that any Lender is replaced pursuant to Section 2.19(b)(iv) in connection with a Repricing Transaction requiring payment of a fee pursuant to Section 2.12(f), the Borrower shall pay to each Lender being replaced as a result of such Repricing Transaction the fee set forth in Section 2.12(f).

Section 2.20. Illegality.  If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to the Published LIBO Rate, or to determine or charge interest rates based upon the Published LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans in Dollars or to convert ABR Loans to LIBO Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Published LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the

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Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly).  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Published LIBO Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.  Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.

Section 2.21. Defaulting Lenders.  Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)Fees shall cease to accrue on the unfunded portion of any Commitment of such Defaulting Lender pursuant to Section 2.12(a) and, subject to clause (d)(iv) below, on the participation of such Defaulting Lender in Letters of Credit pursuant to Section 2.12(b) and pursuant to any other provisions of this Agreement or other Loan Document.

(b)The Commitments and the LC Exposure of such Defaulting Lender shall not be included in determining whether all Lenders, each affected Lender, the Required Lenders, Required Revolving Lenders or such other number of Lenders as may be required hereby or under any other Loan Document have taken or may take any action hereunder (including any consent to any waiver, amendment or modification pursuant to Section 9.02), except as otherwise provided in Section 9.02(b).

(c)Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.11, Section 2.15, Section 2.16, Section 2.17, Section 2.18, Article 7, Section 9.05 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.09), shall be applied at such time or times as may be determined by the Administrative Agent and, where relevant, the Borrower as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any applicable Issuing Bank and/or Swingline Lender hereunder; third, if so reasonably determined by the Administrative Agent or reasonably requested by the applicable Issuing Bank, to be held as Cash collateral for future funding obligations of such Defaulting Lender in respect of any participation in any Letter of Credit; fourth, so long as no Default or Event of Default exists as the Borrower may request, to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent or the Borrower, to be held in a deposit account and released in order to satisfy obligations of such Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the non-Defaulting Lenders, Issuing Banks or Swingline Lenders as a

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result of any judgment of a court of competent jurisdiction obtained by any nonDefaulting Lender, any Issuing Bank or any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loan or LC Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loan or LC Exposure was made or created, as applicable, at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Exposure owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Exposure owed to, such Defaulting Lender.  Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that are applied (or held) to pay amounts owed by any Defaulting Lender or to post Cash collateral pursuant to this Section 2.21(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(d)If any Swingline Loans or LC Exposure exists at the time any Lender becomes a Defaulting Lender then:

(i)all or any part of such Swingline Loans and LC Exposure shall be reallocated among the non-Defaulting Revolving Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures does not exceed the total of all non-Defaulting Revolving Lenders’ Revolving Credit Commitments;

(ii)if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any other right or remedy available to it hereunder or under law, within two Business Days following notice by the Administrative Agent, Cash collateralize 103% of such Defaulting Lender’s LC Exposure and any obligations of such Defaulting Lender to fund participations in any Swingline Loan (after giving effect to any partial reallocation pursuant to paragraph (i) above and any Cash collateral provided by such Defaulting Lender or pursuant to Section 2.21(c) above) or make other arrangements reasonably satisfactory to the Administrative Agent and to the applicable Issuing Bank and/or Swingline Lender with respect to such LC Exposure and/or Swingline Loans and obligations to fund participations.  Cash collateral (or the appropriate portion thereof) provided to reduce LC Exposure or other obligations shall be released promptly following (A) the elimination of the applicable LC Exposure or other obligations giving rise thereto (including by the termination of the Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 2.19)) or (B) the Administrative Agent’s good faith determination that there exists excess Cash collateral (including as a result of any subsequent reallocation of Swingline Loans and LC Exposure among non-Defaulting Lenders described in clause (i) above);

(iii)if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.21(d), then the fees payable to the Revolving Lenders pursuant to Sections 2.12(a) and (b), as the case may be, shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(iv)if any Defaulting Lender’s LC Exposure is not Cash collateralized, prepaid or reallocated pursuant to this Section 2.21(d), then, without prejudice to any rights or remedies of the applicable Issuing Bank or any Revolving Lender hereunder, all letter of credit

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fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such Defaulting Lender’s LC Exposure is Cash collateralized.

(e)So long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, extend, create, incur, amend or increase any Letter of Credit unless it is reasonably satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the non-Defaulting Lenders, Cash collateral provided pursuant to Section 2.21(c) and/or Cash collateral provided by the Borrower in accordance with Section 2.21(d), and participating interests in any such or newly issued, extended or created Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Revolving Lenders in a manner consistent with Section 2.21(d)(i) (it being understood that Defaulting Lenders shall not participate therein).

(f)In the event that the Administrative Agent and the Borrower agree that any Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Applicable Percentage of Swingline Loans and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Credit Commitment, and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) or participations in Revolving Loans as the Administrative Agent shall determine as are necessary in order for such Revolving Lender to hold such Revolving Loans or participations in accordance with its Applicable Percentage.  Notwithstanding the fact that any Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, (x) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender and (y) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 2.22. Incremental Credit Extensions.

(a)The Borrower may, at any time, on one or more occasions deliver a written request to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such request to each of the Lenders) to (i) add one or more new tranches of term facilities and/or increase the principal amount of the Initial Term Loans or any Additional Term Loans by requesting new term loan commitments to be added to such Loans (any such new tranche or increase, an “Incremental Term Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of revolving commitments and/or increase the Total Revolving Credit Commitment or any Additional Revolving Commitment (any such new tranche or increase, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal amount not to exceed the Incremental Cap; provided that:

(i)no Incremental Commitment may be less than $5,000,000,

(ii)except as separately agreed from time to time between the Borrower and any Lender, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender,

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(iii)no Incremental Facility or Incremental Loan (or the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a Lender providing all or part of any Incremental Commitment,

(iv)(A) except as otherwise provided herein, the terms of each Incremental Revolving Facility (other than any terms which are applicable only after the then-existing maturity date with respect to the Revolving Facility or any Additional Revolving Facility, as applicable, and other than as permitted under clause (v) below), will be substantially identical to those applicable to the Revolving Facility or otherwise reasonably acceptable to the Administrative Agent and (B) no Incremental Revolving Facility will mature earlier than the then-applicable Latest Revolving Loan Maturity Date or require any scheduled amortization or mandatory commitment reduction prior to such Maturity Date,

(v)the interest rate applicable to any Incremental Facility or Incremental Loans will be determined by the Borrower and the Lenders providing such Incremental Facility or Incremental Loans; provided that in the case of any Incremental Facility or Incremental Loans which are pari passu with the Relevant Existing Facility in right of payment and with respect to security, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to the Relevant Existing Facility unless the interest rate margin with respect to the Relevant Existing Facility is adjusted to be equal to the interest rate with respect to the relevant Incremental Facility or Incremental Loans, minus, 0.50%; provided, further, that in determining the applicable interest rate under this clause (v): (w) original issue discount or upfront fees paid by the Borrower in connection with the Relevant Existing Facility (based on a four-year average life to maturity), shall be included, (x) any amendments to the Applicable Rate in respect of the Relevant Existing Facility that became effective subsequent to the Closing Date but prior to the time of the addition of the relevant Incremental Facility or Incremental Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to the relevant Incremental Facility or Incremental Loans shall be excluded and (z) if the relevant Incremental Facility or Incremental Loans include any interest rate floor that is greater than that applicable to the existing Loans, and such floor is applicable to the existing Loans on the date of determination, the excess amount shall be equated to interest margin for determining the applicable interest rate,

(vi)the final maturity date with respect to any Incremental Term Loans shall be no earlier than the Latest Term Loan Maturity Date at the time of the incurrence thereof,

(vii)the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Relevant Existing Facility (without giving effect to any prepayments thereof),

(viii)(A) any Incremental Term Facility may rank pari passu with or junior to

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any then-existing tranche of Term Loans in right of payment and pari passu with or junior to any then-existing tranche of Term Loans with respect to security or may be unsecured (and to the extent the relevant Incremental Facility is pari passu with or subordinated to the Term Loans in right of payment or security and documented in a separate agreement, it shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent) and (B) no Incremental Facility may be (x) guaranteed by any Person which is not a Loan Party or (y) secured by any assets other than the Collateral,

(ix)(A) any prepayment (other than any scheduled amortization payment) of Incremental Term Loans that are pari passu with any then-existing Term Loans in right of payment and security shall be made on a pro rata basis with such existing Term Loans unless the Borrower and the Lenders providing such Incremental Term Loans elect lesser payments and (B) any prepayment (other than any scheduled amortization payment) of Incremental Term Loans that are subordinated to any then-existing Term Loans in right of payment or security shall be made on a junior basis with respect to such existing Term Loans (and all other then-existing Additional Term Loans requiring ratable prepayment), except, in each case that the Borrower and the Lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis),

(x)except as otherwise agreed by the Lenders providing the relevant Incremental Facility, no Event of Default shall exist immediately prior to or after giving effect to the effectiveness of such Incremental Facility,

(xi)except as otherwise required or permitted in clauses (v) through (ix) above, all other terms of any Incremental Term Facility, if not consistent with the terms of the Initial Term Loans, shall be reasonably satisfactory to the Borrower and the Administrative Agent (it being understood that any terms which are not consistent with the terms of the Initial Term Loans and are applicable only after the then-existing Latest Term Loan Maturity Date are deemed to be reasonably acceptable to the Administrative Agent),

(xii)the proceeds of any Incremental Facility may be used for working capital and other general corporate purposes and any other use not prohibited by this Agreement,

(xiii)on the date of the making of any Incremental Term Loans that will be added to any Class of Initial Term Loans or Additional Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.08 or 2.13, such Incremental Term Loans shall be added to (and constitute a part of) each borrowing of outstanding Initial Term Loans or Additional Term Loans, as applicable, of the same type with the same Interest Period of the respective Class on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Lender will participate proportionately in each then outstanding borrowing of Initial Term Loans or Additional Term Loans, as applicable, of the same type with the same Interest Period of the respective Class; and

(xiv)at no time shall there be more than three separate Maturity Dates in

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effect with respect to the Revolving Facility and any existing Additional Revolving Facility at any time.

(b)Incremental Commitments may be provided by any existing Lender, or by any other lender (other than any Disqualified Institution) (any such other lender being called an “Additional Lender”); provided that the Administrative Agent (and, in the case of any Incremental Revolving Facility, the Swingline Lender and any Issuing Bank) shall have consented (such consent not to be unreasonably withheld) to the relevant Additional Lender’s provision of Incremental Commitments if such consent would be required under Section 9.05(b) for an assignment of Loans to such Additional Lender; provided; further, that any Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 9.05(g), mutatis mutandis, to the same extent as if Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment.

(c)Each Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Commitment.  On the effective date of such Incremental Commitment, each Additional Lender shall become a Lender for all purposes in connection with this Agreement.

(d)As a condition precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (i) upon its request, the Administrative Agent shall have received customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall have received, from each Additional Lender, an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require from such Additional Lender, and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Incremental Facility or Incremental Loans and (iii) the Administrative Agent shall have received a certificate of the Borrower signed by a Responsible Officer thereof:

(A)certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such Incremental Facility or Incremental Loans, and

(B)to the extent applicable, certifying that the condition set forth in clause (a)(x) above has been satisfied.

(e)Upon the implementation of any Incremental Revolving Facility pursuant to this Section 2.22:

(i)if such Incremental Revolving Facility is implemented by increasing the amount of then-existing Total Revolving Credit Commitments (rather than by implementing a new tranche of Revolving Loans), (i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant Incremental Revolving Facility Lender, and each relevant Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each Incremental Revolving Facility Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans

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shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to Section 2.22) and (ii) the existing Revolving Lenders of the applicable Class shall assign Revolving Loans to certain other Revolving Lenders of such Class (including the Revolving Lenders providing the relevant Incremental Revolving Facility), and such other Revolving Lenders (including the Revolving Lenders providing the relevant Incremental Revolving Facility) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders of such Class participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Credit Commitments of such Class (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Section 2.22); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (i); and

(ii)if such Incremental Revolving Facility is implemented pursuant to a request to add one or more new tranches of revolving commitments, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on the existing Revolving Facilities and such Incremental Revolving Facility, (B) repayments required upon the Maturity Date of the then-existing Revolving Facility and such Incremental Revolving Facility and (C) repayments made in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Incremental Revolving Loans after the effective date of such Incremental Revolving Facility Commitments shall be made on a pro rata basis with the then-existing Revolving Facility and any other then outstanding Incremental Revolving Facility, (2) all swingline loans and/or letters of credit made or issued, as applicable, under such Incremental Revolving Facility shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent repayment of Loans with respect to, and termination of commitments under, such Incremental Revolving Facility shall be made on a pro rata basis with the thenexisting Revolving Facility and any other then outstanding Incremental Revolving Facility, except that the Borrower shall be permitted to permanently repay and terminate commitments under such Incremental Revolving Facility on a greater than pro rata basis as compared with any other revolving facility with a later Maturity Date than such revolving facility.

(f)Effective on the date of effectiveness of each Incremental Revolving Facility, the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, the Issuing Banks and the Borrower.

(g)The Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans or commitments increased or extended pursuant to this Section 2.22 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.22.

(h)To the extent the provisions of clause (a)(xiii) above require that Term Lenders making new Incremental Term Loans add such Incremental Term Loans to the then outstanding Borrowings of LIBO Rate Loans of the respective Class of Initial Term Loans or Additional Term Loans, as applicable, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to

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outstanding LIBO Rate Loans of the respective Class and which will end on the last day of such Interest Period).

(i)Notwithstanding anything to the contrary in this Section 2.22 or in any other provision of any Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance an acquisition and the Lenders or Additional Lenders providing such Incremental Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality.

(j)This Section 2.22 shall supersede any provision in Section 2.18 or 9.02 to the contrary.

Section 2.23. Extensions of Loans and Revolving Commitments.

(a)Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans of any Class with a like Maturity Date or Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or commitments with a like Maturity Date) and on the same terms to each such Lender, the Borrower is hereby permitted from time to time to consummate transactions with any individual Lender who accepts the terms contained in any such Extension Offer to extend the Maturity Date of such Lender’s Loans and/or commitments and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms of the relevant Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”, and each group of Loans or Commitments, as applicable, in each case as so extended, as well as the original Loans and the original Commitments (in each case not so extended), being a “tranche”; any Extended Term Loans shall constitute a separate tranche of Loans from the tranche of Loans from which they were converted and any Extended Revolving Credit Commitments shall constitute a separate tranche of revolving commitments from the tranche of revolving commitments from which they were converted), so long as the following terms are satisfied:

(i)no Default under Sections 7.01(a), (f) or (g) or Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the applicable Lenders, and no Default under Sections 7.01(a), (f) or (g) or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extension;

(ii)except as to (x) interest rates, fees and final maturity (which shall, subject to immediately succeeding clause (iv)(y), be determined by the Borrower and set forth in the relevant Extension Offer) and (y) any covenants or other provisions applicable only to periods after the Latest Revolving Loan Maturity Date (in each case, as of the date of such Extension), the commitment of any Revolving Lender that agrees to an Extension (an “Extended Revolving Credit Commitment”; and the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a revolving commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Revolving Lenders) as the original revolving commitments (and related outstandings) provided hereunder; provided that (x) to the extent any non-extended portion of the Revolving Facility or any Additional Revolving Facility then exists, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on such revolving facilities (and related outstandings), (B) repayments required upon the Maturity Date of such revolving facilities and (C) repayments made in

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connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Extended Revolving Loans after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis with such portion of the Revolving Facility or the relevant Additional Revolving Facility, as applicable, (2) all swingline loans and/or letters of credit made or issued, as applicable, under any Extended Revolving Credit Commitment shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent repayment of Loans with respect to, and termination of commitments under, any such Extended Revolving Credit Commitment after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis with such portion of the Revolving Facility and/or any Additional Revolving Facility, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such revolving facility on a greater than pro rata basis as compared with any other revolving facility with a later Maturity Date than such revolving facility and (y) at no time shall there be more than three separate Classes of revolving commitments hereunder (including Revolving Credit Commitments, Incremental Revolving Commitments, Extended Revolving Credit Commitments and Replacement Revolving Facilities);

(iii)except as to (x) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iv)(x), (v) and (vi), be determined by the Borrower and set forth in the relevant Extension Offer) and (y) any covenants or other provisions applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of such Extension), the Term Loans of any Lender extended pursuant to any Extension (any such extended term Loans, the “Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to the relevant Extension Offer; provided, however, that with respect to representations and warranties, affirmative and negative covenants (including financial covenants) and events of default that are applicable to any such tranche of Extended Term Loans, such provisions may be more favorable to the lenders of the applicable tranche of Extended Term Loans than those originally applicable to the tranche of Term Loans subject to the relevant Extension Offer, so long as (and only so long as) such provisions also expressly apply to (and for the benefit of) the tranche of Term Loans subject to the relevant Extension Offer and each other Class of Term Loans hereunder;

(iv)(x) the final maturity date of any Extended Term Loans shall be no earlier than the then applicable Latest Term Loan Maturity Date at the time of extension and (y) no Extended Revolving Credit Commitments or Extended Revolving Loans shall have a final maturity date earlier than (or require commitment reductions prior to) the then applicable Latest Revolving Loan Maturity Date;

(v)the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans or any other Extended Term Loans extended thereby;

(vi)any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments (but, for purposes of clarity, not scheduled amortization payments) in

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respect of the Initial Term Loans (and any Additional Term Loans then subject to ratable repayment requirements), in each case as specified in the respective Extension Offer;

(vii)if the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders shall have accepted the relevant Extension Offer exceeds the maximum aggregate principal amount of Loans or Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans or Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer;

(viii)each Extension shall be in a minimum amount of $5,000,000;

(ix)any applicable Minimum Extension Condition shall be satisfied or waived by the Borrower; and

(x)all documentation in respect of such Extension shall be consistent with the foregoing.

(b)With respect to any Extension consummated pursuant to this Section 2.23, (i) no such Extension shall constitute a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (in so far as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted to give effect to such Extension of the relevant Class and (iii) except as set forth in clause (a)(viii) above, no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may, at its election, specify as a condition (a “Minimum Extension Condition”) to consummating such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans or Commitments (as applicable) of any or all applicable tranches be tendered.  The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, any payment of any interest, fees or premium in respect of any tranche of Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10, 2.11 or 2.18) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section.

(c)No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments under any Class (or a portion thereof), (B) with respect to any Extension of the Revolving Credit Commitments, the consent of each Issuing Bank to the extent the commitment to provide Letters of Credit is to be extended and (C) the consent of the Swingline Lender to the extent the swingline facility is to be extended (in each case which consent shall be in the sole discretion of such Lender, Issuing Bank and Swingline Lender).  All Extended Term Loans and Extended Revolving Credit Commitments and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan

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Documents.  The Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans or commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.23.

(d)In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.23.

ARTICLE 3REPRESENTATIONS AND WARRANTIES

On the dates and to the extent required pursuant to Sections 4.01 or 4.02 hereof, as applicable, Holdings (solely with respect to Sections 3.01, 3.02, 3.03, 3.07, 3.08, 3.09, 3.13, 3.14, 3.16 and 3.17) and the Borrower hereby represent and warrant to the Lenders that:

Section 3.01. Organization; Powers.  Each of the Loan Parties and each of its Restricted Subsidiaries (a) is (i) duly organized and validly existing and (ii) in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction of organization, (b) has all requisite organizational power and authority to own its property and assets and to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing (to the extent such concept exists in the relevant jurisdiction) in, every jurisdiction where its ownership, lease or operation of properties or conduct of its business requires such qualification; except, in each case referred to in this Section 3.01 (other than clause (a)(i) with respect to the Borrower and clause (b) with respect to the Loan Parties) where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.02. Authorization; Enforceability.  The execution, delivery and performance of each of the Loan Documents are within each applicable Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational action of such Loan Party.  Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.

Section 3.03. Governmental Approvals; No Conflicts.  The execution and delivery of the Loan Documents by each Loan Party party thereto and the performance by such Loan Party thereof (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirements of Law applicable to such Loan Party which, in the case of this clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any material Contractual Obligation to which such Loan Party is a party which, in the case of this clause (c), could reasonably be expected to result in a Material Adverse Effect.

Section 3.04. Financial Condition; No Material Adverse Effect.

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(a)The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, subject, in the case of financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments.

(b)Since December 31, 2013, there have been no events, developments or circumstances that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.05. Properties.

(a)As of the Closing Date, Schedule 3.05 sets forth the address of each Real Estate Asset (or each set of such assets that collectively comprise one operating property) that is owned in fee simple by any Loan Party.

(b)The Borrower and each of its Restricted Subsidiaries have good and valid fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all of their respective Real Estate Assets and have good title to their personal property and assets, in each case, except (i) for defects in title that do not materially interfere with their ability to conduct their business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where the failure to have such title would not reasonably be expected to have a Material Adverse Effect.  All such properties and assets are free and clear of Liens, other than Permitted Liens.

(c)The Borrower and its Restricted Subsidiaries own or otherwise have a license or right to use all rights in Patents, Trademarks, Copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other similar intellectual property rights (“IP Rights”) used to conduct the businesses of the Borrower and its Restricted Subsidiaries as presently conducted without, to the knowledge of the Borrower, any infringement or misappropriation of the IP Rights of third parties, except to the extent such failure to own or license or have rights to use would not, or where such infringement or misappropriation would not, have, individually or in the aggregate, a Material Adverse Effect.

Section 3.06. Litigation and Environmental Matters.

(a)There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against or affecting the Loan Parties or any of their Restricted Subsidiaries which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (i) no Loan Party nor any of its Restricted Subsidiaries has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) no Loan Party nor any of its Restricted Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (B) has become subject to any Environmental Liability.

(c)Neither any Loan Party nor any of its Restricted Subsidiaries has treated, stored,

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transported or disposed of Hazardous Materials at or from any currently or formerly operated real estate or facility relating to its business in a manner that would reasonably be expected to have a Material Adverse Effect.

Section 3.07. Compliance with Laws.  Each of Holdings, the Borrower and each of its Restricted Subsidiaries is in compliance with all Requirements of Law applicable to it or its property, except, in each case where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.08. Investment Company Status.  No Loan Party is an “investment company” as defined in, or is required to be registered under, the Investment Company Act of 1940.

Section 3.09. Taxes.  Each of Holdings, the Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that are due and payable, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.10. ERISA.

(a)Each Plan is in compliance in form and operation with its terms and with ERISA and the Code and all other applicable laws and regulations, except where any failure to comply would not reasonably be expected to result in a Material Adverse Effect.

(b)No ERISA Event has occurred in the five-year period prior to the date on which this representation is made or deemed made and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

Section 3.11. Disclosure.

(a)As of the Closing Date, to the knowledge of the Borrower, all written information (other than the Projections, other forward-looking information and information of a general economic or industry-specific nature) concerning Holdings, the Borrower and its Restricted Subsidiaries and the Transactions and that was included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or the Sponsor or their respective representatives and made available to any Lender or the Administrative Agent in connection with the Transactions on or before the Closing Date (the “Information”), when taken as a whole, did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time).

(b)The Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished (it being recognized that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Borrower’s control, that no assurance can be given that any particular financial projections (including the Projections) will be realized, that actual results may differ from projected results and that such differences may be material).

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Section 3.12. Solvency.  As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date and the incurrence of indebtedness and obligations on the Closing Date in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, taken as a whole, does not exceed the fair value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, taken as a whole, on their debts as they become absolute and matured; (iii) the capital of the Borrower and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, contemplated as of the Closing Date; and (iv) the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business.  For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liability meets the criteria for accrual under Statement of Financial Accounting Standards No. 5).

Section 3.13. Capitalization and Subsidiaries.  Schedule 3.13 sets forth, in each case as of the Closing Date, (a) a correct and complete list of the name of each subsidiary of Holdings and the ownership interest therein held by Holdings or its applicable subsidiary, and (b) the type of entity of Holdings and each of its subsidiaries.

Section 3.14. Security Interest in Collateral.  Subject to the Legal Reservations, the Perfection Requirements, the provisions of this Agreement and the other relevant Loan Documents, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the Perfection Requirements, such Liens constitute perfected Liens (with the priority such Liens are expressed to have within the relevant Collateral Documents) on the Collateral (to the extent such Liens are required to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein.

Section 3.15. Labor Disputes.  As of the Closing Date, except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts or slowdowns against the Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened and (b) the hours worked by and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters.

Section 3.16. Federal Reserve Regulations.

(a)On the Closing Date, not more than 25% of the value of the assets of Holdings and its Restricted Subsidiaries taken as a whole is represented by Margin Stock.

(b)None of Holdings, the Borrower nor any of its Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(c)No part of the proceeds of any Loan or any Letter of Credit will be used, whether

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directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that results in a violation of the provisions of Regulation T, U or X.

Section 3.17. Anti-Terrorism Laws.

(a)(i) None of Holdings, the Borrower nor any of its Restricted Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or Affiliate of any of the foregoing is (A) a person on the list of “Specially Designated Nationals and Blocked Persons” or (B) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) the Borrower will not directly or, to its knowledge, indirectly, use the proceeds of the Loans or Letters of Credit or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC, except to the extent licensed or otherwise approved by OFAC, in each case of clauses (i) and (ii), except to the extent the failure of the statements set forth therein to be true would not reasonably be expected to have a Material Adverse Effect.

(b)To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act and each of the foreign assets control regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, except, in the case of this clause (i) to the extent the failure to be in compliance therewith would not reasonably be expected to have a Material Adverse Effect and (ii) the USA PATRIOT Act.

(c)No part of the proceeds of any Loan or any Letter of Credit will be used, directly or, to the knowledge of the Borrower, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act of 1977, except to the extent that any such use would not reasonably be expected to have a Material Adverse Effect.

ARTICLE 4CONDITIONS

Section 4.01. Closing Date.  The obligations of (i) any Lender to make Loans and (ii) any Issuing Bank to issue Letters of Credit shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)Credit Agreement and Loan Documents.  The Administrative Agent (or its counsel) shall have received from each Loan Party party thereto (i) a counterpart signed by each such Loan Party (or written evidence satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or other electronic method) that such party has signed a counterpart) of (A) this Agreement, (B) the Security Agreement, (C) the Loan Guaranty, (D) each Intellectual Property Security Agreement and (E) any Promissory Note requested by a Lender prior to the Closing Date and (ii) a Borrowing Request as required by Section 2.03.

(b)Legal Opinions.  The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Closing Date, a customary written opinion of (i) Weil, Gotshal & Manges LLP, in its capacity as special counsel for Holdings, the Borrower and the Subsidiary Guarantors and (ii) Carlton Fields Jorden Burt, P.A., in its capacity as Florida counsel for the Borrower and Ironman Maryland Events, LLC, in each case, dated the Closing Date and addressed to the Administrative Agent, the Lenders and each Issuing Bank.

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(c)Financial Statements and Pro Forma Financial Statements.  The Administrative Agent shall have received (i) audited consolidated balance sheets of the Borrower and related consolidated statements of income, stockholders’ equity and cash flows as of and for the Fiscal Years ended December 31, 2013, December 31, 2012 and December 31, 2011, (ii) unaudited consolidated balance sheets of the Borrower and related consolidated statements of income, stockholders’ equity and cash flows as of and for the fiscal quarter ending March 31, 2014 and (iii) a pro forma consolidated balance sheet and related pro forma statement of income of the Borrower as of the last day of and for the Fiscal Quarter ended March 31, 2014, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income); provided that (i) each such pro forma financial statement shall be prepared in good faith by the Borrower and (ii) no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

(d)Closing Certificates; Certified Charters; Good Standing Certificates.  The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (A) certify that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors, board of managers, members or other governing body authorizing the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date and (C) certify (x) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar agreement and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from its jurisdiction of organization.

(e)Fees.  Prior to or substantially concurrently with the funding of the Initial Term Loans hereunder, the Administrative Agent shall have received (i) all fees required to be paid by the Borrower on the Closing Date pursuant to the Fee Letter and (ii) all expenses required to be paid by the Borrower for which invoices have been presented at least three Business Days prior to the Closing Date or such later date to which the Borrower may agree (including the reasonable fees and expenses of legal counsel), in each case on or before the Closing Date, which amounts may be offset against the proceeds of the Loans.

(f)Lien Searches.  The Administrative Agent shall have received the results of recent UCC, tax and judgment Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Permitted Liens or Liens to be discharged on or prior to the Closing Date.

(g)Refinancing; Payoff.  Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Existing Credit Agreement Refinancing shall have been (or shall be) consummated and the Administrative Agent shall have received executed payoff letters evidencing that all Indebtedness under the Existing Credit Agreement shall have been fully repaid and all commitments (if

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any) in respect thereof terminated and all guarantees (if any) thereof and Liens (if any) in respect thereof discharged and released.

(h)Solvency.  The Administrative Agent shall have received a certificate dated as of the Closing Date in substantially the form of Exhibit M from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set forth therein.

(i)Perfection Certificate.  The Administrative Agent shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

(j)Pledged Stock; Stock Powers; Pledged Notes.  The Administrative Agent (or its bailee) shall have received (i) the certificates representing the Capital Stock required to be pledged pursuant to the Security Agreement, together with an undated stock or similar power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (ii) each Material Debt Instrument (if any) endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(k)Filings Registrations and Recordings.  Each document (including any UCC (or similar) financing statement) required by any Collateral Document or under law to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such Collateral Document, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation.

(l)USA PATRIOT Act.  No later than three Business Days in advance of the Closing Date, the Administrative Agent shall have received all documentation and other information reasonably requested by any Lender that is party hereto on the Closing Date in writing with respect to any Loan Party at least ten Business Days in advance of the Closing Date, which documentation or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.

Section 4.02. Each Credit Extension.  The obligation of each Revolving Lender to make a Credit Extension (which, for the avoidance of doubt, shall not include any Incremental Loans advanced in connection with an acquisition to the extent not otherwise required by the Incremental Lenders) is subject to the satisfaction of the following conditions:

(a)(i) In the case of a Borrowing, the Administrative Agent shall have received a Borrowing Request as required by Section 2.03, (ii) in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b) or (iii) in the case of a Borrowing of Swingline Loans, the Swingline Lender and the Administrative Agent shall have received a request as required by Section 2.04(a).

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(b)The representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of any such Credit Extension with the same effect as though such representations and warranties had been made on and as of the date of such Credit Extension; provided that to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects as of such date or for such period.

(c)At the time of and immediately after giving effect to the applicable Credit Extension, no Event of Default or Default exists. Each Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (b) and (c) of this Section.

ARTICLE 5AFFIRMATIVE COVENANTS

From the Closing Date until the date that all the Revolving Credit Commitments and any Additional Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document (other than contingent indemnification obligations for which no claim or demand has been made) have been paid in full in Cash and all Letters of Credit have expired or have been terminated (or have been collateralized or backstopped by a letter of credit or otherwise in a manner reasonably satisfactory to the Administrative Agent and the Issuing Banks) and all LC Disbursements have been reimbursed (such date, the “Termination Date”), Holdings (solely with respect to Sections 5.02, 5.03 and 5.12) and the Borrower hereby covenant and agree with the Lenders that:

Section 5.01. Financial Statements and Other Reports.  The Borrower will deliver to the Administrative Agent for delivery to each Lender:

(a)Quarterly Financial Statements.  As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter ending June 30, 2014, the consolidated balance sheet of the Borrower as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of the Borrower for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and, commencing after the completion of the second full Fiscal Quarter ended after the Closing Date, setting forth, in reasonable detail, in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Responsible Officer Certification with respect thereto and, commencing with the delivery of financial statements for the Fiscal Quarter ending June 30, 2014, a Narrative Report with respect thereto;

(b)Annual Financial Statements.  As soon as available, and in any event within 120 days after the end of each Fiscal Year ending after the Closing Date, (i) the consolidated balance sheet of the Borrower as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower for such Fiscal Year and, commencing after the completion of the second full Fiscal Year ended after the Closing Date, setting forth, in reasonable detail, in comparative form the corresponding figures for the previous Fiscal Year and (ii) with respect to such consolidated financial statements, (A) a report thereon of an independent certified public accountant of recognized national standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Credit Facility occurring within 12 months of the relevant audit or any breach or anticipated breach of any financial maintenance covenant), and shall state that such consolidated financial statements fairly present, in all material respects, the

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consolidated financial position of the Borrower as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP and (B) a Narrative Report;

(c)Compliance Certificate.  Together with each delivery of financial statements of the Borrower pursuant to Section 5.01(a) and 5.01(b), (i) a duly executed and completed Compliance Certificate (A) certifying that no Default or Event of Default exists (or if a Default or Event of Default exists, describing in reasonable detail such Default or Event of Default and the steps being taken to cure, remedy or waive the same), (B) setting forth a reasonably detailed calculation of Consolidated Adjusted EBITDA for the Test Period ended on the last day of the relevant Fiscal Quarter, (C) in the case of financial statements delivered pursuant to Section 5.01(b), setting forth reasonably detailed calculations of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for each Fiscal Year beginning with the financial statements for the Fiscal Year ending December 31, 2014 and (D) in the case of financial statements delivered pursuant to Section 5.01(b), setting forth a reasonably detailed calculation of the Consolidated Adjusted EBITDA and the Available Amount as of the last day of the Fiscal Year covered by such financial statements or stating that there has been no change to such amounts since the date of delivery of the financial statements for the last Fiscal Year and (ii) (A) a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements and (B) a list identifying each subsidiary of the Borrower as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirming that there is no change in such information since the later of the Closing Date and the date of the last such list;

(d)Statements of Reconciliation After Change in Accounting Principles.  If, as a result of any change in accounting principles and policies from those used in the preparation of the consolidated financial statements of the Borrower for the Fiscal Year ended December 31, 2013 (including any conversion to IFRS pursuant to Section 1.04(a)), the consolidated financial statements of the Borrower delivered pursuant to Section 5.01(a) or 5.01(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such Sections had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation with respect to such financial statements that would have otherwise been delivered, including with respect to the calculations of Consolidated Net Income and Consolidated Adjusted EBITDA;

(e)Notice of Default.  Promptly upon any Responsible Officer of the Borrower obtaining knowledge of (i) any Default or Event of Default or (ii) the occurrence of any event or change that has caused or evidences or would reasonably be expected to cause or evidence, either in any case or in the aggregate, a Material Adverse Effect, a reasonably-detailed notice specifying the nature and period of existence of such condition, event or change and what action the Borrower has taken, is taking and proposes to take with respect thereto;

(f)Notice of Litigation.  Promptly upon any Responsible Officer of the Borrower obtaining knowledge of (i) the institution of, or threat of, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Administrative Agent, or (ii) any material development in any Adverse Proceeding that, in the case of either of clauses (i) or (ii), could reasonably be expected to have a Material Adverse Effect, written notice thereof by the Borrower to the Lenders together with such other nonprivileged information as may be reasonably available to the Loan Parties to enable the Lenders to evaluate such matters;

(g)ERISA.  Promptly upon any Responsible Officer of the Borrower becoming aware of the occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse Effect, a written notice specifying the nature thereof;

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(h)Financial Plan.  As soon as available and in any event no later than 90 days after the beginning of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2014, a consolidated plan and financial forecast for each Fiscal Quarter of such Fiscal Year, including a forecasted consolidated statements of income and cash flows of the Borrower for such Fiscal Year, prepared in reasonable detail;

(i)Information Regarding Collateral.  The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in any Loan Party’s type of organization, (iii) in any Loan Party’s jurisdiction of organization or (iv) in any Loan Party’s organizational identification number, in each case to the extent such information is necessary to enable the Administrative Agent to perfect or maintain the perfection and priority of its security interest in the Collateral of the relevant Loan Party;

(j)Annual Collateral Verification.  Together with the delivery of each Compliance Certificate provided with the financial statements required to be delivered pursuant to Section 5.01(b), the Borrower shall deliver to the Administrative Agent a Perfection Certificate Supplement;

(k)Certain Reports.  Promptly upon their becoming available and without duplication of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Document, copies of (i) following an initial public offering, all financial statements, reports, notices and proxy statements sent or made available generally by Holdings to its security holders acting in such capacity or by any Restricted Subsidiary of the Borrower to its security holders other than the Borrower or another Restricted Subsidiary of the Borrower and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities; and

(l)Other Information.  Such other certificates, reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries.

Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange.

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Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of the Borrower or Holdings (or any other Parent Company) or (B) the Borrower’s or Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b).

Section 5.02. Existence.  Except as otherwise permitted under Section 6.07, Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, franchises, licenses and permits material to its business except, other than with respect to the preservation of the existence of the Borrower, to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that neither Holdings nor the Borrower nor any of the Borrower’s Restricted Subsidiaries shall be required to preserve any such existence (other than with respect to the preservation of existence of the Borrower), right, franchise, license or permit if a Responsible Officer of such Person or such Person’s board of directors (or similar governing body) determines that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to the Lenders.

Section 5.03. Payment of Taxes.  Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income or businesses or franchises before any penalty or fine accrues thereon; provided that no such Tax need be paid if (a) it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) adequate reserves or other appropriate provisions, as are required in conformity with GAAP, have been made therefor, and (ii) in the case of a Tax which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or (b) failure to pay or discharge the same could not reasonably be expected to result in a Material Adverse Effect.

Section 5.04. Maintenance of Properties.  The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear and casualty and condemnation excepted, all property reasonably necessary to the normal conduct of business of the Borrower and its Restricted Subsidiaries and from time to time will make or cause to be made all needed and appropriate repairs, renewals and replacements thereof except as expressly permitted by this Agreement or where the failure to maintain such properties or make such repairs, renewals or replacements could not reasonably be expected to have a Material Adverse Effect.

Section 5.05. Insurance.  Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such insurance coverage with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation

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engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons, including flood insurance with respect to each Flood Hazard Property, in each case in compliance with the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973 (where applicable).  Each such policy of insurance shall (i) name the Administrative Agent on behalf of the Lenders as an additional insured thereunder as its interests may appear and (ii) to the extent available from the relevant insurance carrier, in the case of each casualty insurance policy (excluding any business interruption insurance policy), contain a loss payable clause or endorsement that names the Administrative Agent, on behalf of the Lenders as the loss payee thereunder and, to the extent available, provide for at least 30 days’ prior written notice to the Administrative Agent of any modification or cancellation of such policy (or 10 days’ prior written notice in the case of the failure to pay any premiums thereunder).

Section 5.06. Inspections.  The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries) may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during normal business hours; provided that, excluding such visits and inspections during the continuation of an Event of Default, (x) only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06, (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provided, further, that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice; provided, further that notwithstanding anything to the contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

Section 5.07. Maintenance of Book and Records.  The Borrower will, and will cause its Restricted Subsidiaries to, maintain proper books of record and account containing entries of all material financial transactions and matters involving the assets and business of the Borrower and its Restricted Subsidiaries that are full, true and correct in all material respects and permit the preparation of consolidated financial statements in accordance with GAAP.

Section 5.08. Compliance with Laws.  The Borrower will comply, and will cause each of its Restricted Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including ERISA and all Environmental Laws), OFAC, USA PATRIOT Act and U.S. Foreign Corrupt Practices Act of 1977), except to the extent the failure of the Borrower or the relevant Restricted Subsidiary to comply could not reasonably be expected to have a Material Adverse Effect.

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Section 5.09. Environmental.

(a)Environmental Disclosure.  The Borrower will deliver to the Administrative Agent:

(i)as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any of its Restricted Subsidiaries or by independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at the Borrower’s real property or with respect to any Environmental Claims that, in each case might reasonably be expected to have a Material Adverse Effect;

(ii)promptly upon the occurrence thereof, written notice describing in reasonable detail (A) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws that could reasonably be expected to have a Material Adverse Effect, (B) any remedial action taken by the Borrower or any of its Restricted Subsidiaries or any other Person of which the Borrower or any of its Restricted Subsidiaries has knowledge in response to (1) any Hazardous Materials Activity the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect or (2) any Environmental Claim that, individually or in the aggregate, has a reasonable possibility of resulting in a Material Adverse Effect and (C) discovery by the Borrower of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that reasonably could be expected to have a Material Adverse Effect;

(iii)as soon as practicable following the sending or receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (A) any Environmental Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect, (B) any Release required to be reported by the Borrower or any of its Restricted Subsidiaries to any federal, state or local governmental or regulatory agency that reasonably could be expected to have a Material Adverse Effect, and (C) any request made to the Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect;

(iv)prompt written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by the Borrower or any of its Restricted Subsidiaries that could reasonably be expected to expose the Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (B) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could subject the Borrower or any of its Restricted Subsidiaries to any additional obligations or requirements under any Environmental Law that are reasonably likely to have a Material Adverse Effect; and

(v)with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a).

(b)Hazardous Materials Activities, Etc.  The Borrower shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by the Borrower or its Restricted Subsidiaries, and address

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with appropriate corrective or remedial action any Release or threatened Release of Hazardous Materials at or from any Facility, in each case, that could reasonably be expected to have a Material Adverse Effect and (ii) make an appropriate response to any Environmental Claim against the Borrower or any of its Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.10. Designation of Subsidiaries.  The board of directors (or equivalent governing body) of the Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) the Borrower shall be in compliance with Section 6.15 (whether or not then in effect) calculated on a Pro Forma Basis after giving effect to such designation (and determined on the basis of the financial statements for the most recently ended Test Period at or prior to such time which have been delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable) and (iii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries.  The designation of any subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06).  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.  As of the Closing Date, the subsidiaries listed on Schedule 5.10 hereto have been designated as Unrestricted Subsidiaries.

Section 5.11. Use of Proceeds.  The Borrower shall use the proceeds of the Revolving Loans to finance the working capital needs and other general corporate purposes of the Borrower and its subsidiaries (including for capital expenditures, acquisitions, working capital and/or purchase price adjustments, the payment of transaction fees and expenses, other Investments, Restricted Payments and any other purpose not prohibited by the terms of the Loan Documents).  The Borrower shall use the proceeds of the Swingline Loans made after the Closing Date to finance the working capital needs and other general corporate purposes of the Borrower and its subsidiaries and any other purpose not prohibited by the terms of the Loan Documents.  The Borrower shall use proceeds of the Initial Term Loans solely to finance the Existing Credit Agreement Refinancing, to pay the Special Dividend and to pay the Transaction Costs.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would entail a violation of Regulation T, U or X.  The Borrower shall use the proceeds of the Incremental Term Loans for working capital, capital expenditures and other general corporate purposes of the Borrower and its subsidiaries (including for Restricted Payments, Investments, Permitted Acquisitions and any other purpose not prohibited by the terms of the Loan Documents).

Section 5.12. Covenant to Guarantee Obligations and Give Security.

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(a)Upon (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is a Domestic Subsidiary, (ii) the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary, (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary or (iv) any Restricted Subsidiary ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 5.12(a) occurs during the first three Fiscal Quarters of any Fiscal Year, on or before the date on which financial statements are required to be delivered pursuant to Section 5.01(a) for the Fiscal Quarter in which the relevant formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 5.12(a) occurs during the fourth Fiscal Quarter of any Fiscal Year, on or before the date that is 60 days after the end of such Fiscal Quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree), (A) cause such Restricted Subsidiary (other than any Excluded Subsidiary) to comply with the requirements set forth in clause (a) of the definition of “Collateral and Guarantee Requirement” and (B) upon the reasonable request of the Administrative Agent, cause the relevant Restricted Subsidiary to deliver to the Administrative Agent a signed copy of a customary opinion of counsel for such Restricted Subsidiary, addressed to the Administrative Agent and the other relevant Secured Parties.

(b)Within 90 days after the acquisition by any Loan Party of any Material Real Estate Asset other than any Excluded Asset (or such longer period as the Administrative Agent may reasonably agree), the Borrower shall cause such Loan Party to comply with the requirements set forth in clause (b) of the definition of “Collateral and Guarantee Requirement”; it being understood and agreed that, with respect to any Material Real Estate Asset owned by any Restricted Subsidiary at the time such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a) above, such Material Real Estate Asset shall be deemed to have been acquired by such Restricted Subsidiary on the first day of the time period within which such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a).

Notwithstanding anything to the contrary herein or in any other Loan Document, (i) the Administrative Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining of title insurance, legal opinions, surveys or other deliverables with respect to, particular assets or the provision of any Loan Guaranty by any Restricted Subsidiary (in connection with assets acquired, or Restricted Subsidiaries formed or acquired, after the Closing Date) where it reasonably determines, in consultation with the Borrower, that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents, and each Lender hereby consents to any such extension of time, (ii) any Lien required to be granted from time to time pursuant to the definition of “Collateral and Guarantee Requirement” shall be subject to the exceptions and limitations set forth in the Collateral Documents, (iii) perfection by control shall not be required with respect to assets requiring perfection through control agreements or other control arrangements, including deposit accounts, securities accounts and commodities accounts (other than control of pledged Capital Stock and/or Material Debt Instruments), (iv) no Loan Party shall be required to seek any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other collateral access or similar letter or agreement; (v) no Loan Party will be required to (1) take any action or grant or perfect any security interest in any asset located outside of the U.S. or (2) execute any foreign law security agreement, pledge agreement, mortgage, deed or charge; (vi) in no event will the Collateral include any Excluded Assets, (vii) no action shall be required to perfect any Lien with respect to (x) any vehicle or other asset subject to a certificate of title, and any retention of title, extended retention of title rights, or similar rights and/or (y) Letter-of-Credit Rights to the extent that a security interest therein cannot be perfected by filing a Form UCC-1 (or similar) financing statement and (viii) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the

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benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent.

Section 5.13. Maintenance of Ratings.  The Borrower shall use commercially reasonable efforts to maintain public credit and public corporate family ratings with respect to the Borrower and a public rating of the Credit Facilities from each of S&P and Moody’s; provided that in no event shall the Borrower be required to maintain any specific rating with any such agency.

Section 5.14. [Reserved].

Section 5.15. Further Assurances.  Promptly upon request of the Administrative Agent and subject to the limitations described in Section 5.12:

(a)The Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements, instruments, certificates, notices and acknowledgments and take all such further actions (including the filing and recordation of financing statements, fixture filings, Mortgages and/or amendments thereto and other documents), that may be required under any applicable law and which the Administrative Agent may request to ensure the perfection and priority of the Liens created or intended to be created under the Collateral Documents, all at the expense of the relevant Loan Parties.

(b)The Borrower will, and will cause each other Loan Party to, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts (including notices to third parties), deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

Section 5.16. Annual Lender Call.  Upon the request of the Administrative Agent following each delivery of financial statements pursuant to Section 5.01(b) (commencing with respect to the financial statements delivered for the Fiscal Year ending December 31, 2014), the Borrower shall participate in a conference call with Lenders arranged by the Administrative Agent to provide discussion and analysis with respect to the financial condition and results of operations of the Borrower and its Restricted Subsidiaries at a time to which the Borrower and the Administrative Agent mutually agree.

ARTICLE 6NEGATIVE COVENANTS

From the Closing Date and until the Termination Date has occurred, Holdings (solely with respect to Section 6.14) and the Borrower covenant and agree with the Lenders that:

Section 6.01. Indebtedness.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise become or remain liable with respect to any Indebtedness, except:

(a)the Secured Obligations (including any Additional Term Loans and any Additional Revolving Loans);

(b)Indebtedness of the Borrower to any Restricted Subsidiary and/or Joint Venture

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and/or of any Restricted Subsidiary and/or Joint Venture to the Borrower or any other Restricted Subsidiary and/or Joint Venture; provided that in the case of any Indebtedness of any Restricted Subsidiary and/or Joint Venture that is not a Loan Party owing to a Loan Party, such Indebtedness shall be permitted as an Investment by Section 6.06; provided, further, that all such Indebtedness of any Loan Party to any Restricted Subsidiary and/or Joint Venture that is not a Loan Party must be expressly subordinated to the Obligations of such Loan Party on terms that are reasonably acceptable to the Administrative Agent);

(c)[Reserved];

(d)Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder, any acquisition permitted hereunder or any other purchase of assets or Capital Stock, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to any such agreement;

(e)Indebtedness of the Borrower and/or any Restricted Subsidiary (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business and (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items;

(f)Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts, including Banking Services Obligations and dealer incentive, supplier finance or similar programs;

(g)(i) guaranties by the Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower and/or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;

(h)Guarantees by the Borrower and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower, any Restricted Subsidiary and/or any Joint Venture with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 or other obligations not prohibited by this Agreement; provided that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.06;

(i)Indebtedness of the Borrower and/or any Restricted Subsidiary existing, or

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pursuant to commitments existing, on the Closing Date and described on Schedule 6.01;

(j)Indebtedness of Restricted Subsidiaries that are not Loan Parties; provided that the aggregate outstanding principal amount of such Indebtedness shall not exceed the greater of $15,000,000 and 30% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable;

(k)Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, supply, license or similar agreements entered into in the ordinary course of business;

(l)Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

(m)Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to Capital Leases and purchase money Indebtedness incurred prior to or within 270 days of the acquisition, lease, completion of construction, repair of, replacement, improvement to or installation of assets in an aggregate outstanding principal amount not to exceed the greater of $3,500,000 and 10% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the last Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable;

(n)Indebtedness of any Person that becomes a Restricted Subsidiary or Indebtedness assumed in connection with an acquisition permitted hereunder after the Closing Date; provided that (i) such Indebtedness (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not created or incurred in anticipation thereof, (ii) at the time of the execution of the definitive agreement governing such acquisition on a pro forma basis for such acquisition, no Event of Default existed or would result from the consummation of such acquisition and (iii) the Borrower is in compliance with Section 6.15 (whether or not then in effect) calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such acquisition;

(o)Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to any stockholder of any Parent Company or any current or former director, officer, employee, member of management, manager or consultant of any Parent Company, the Borrower or any subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Capital Stock of any Parent Company permitted by Section 6.04(a);

(p)the Borrower and its Restricted Subsidiaries may become and remain liable for

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any Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (j), (m), (n), (q), (u), (w), (y), and (z) of this Section 6.01 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that (i) the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to this Section 6.01 (provided that (1) such additional Indebtedness satisfies the other applicable requirements of this definition (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted) and (2) if such additional Indebtedness is secured, the Lien securing such Indebtedness satisfies the applicable requirements of Section 6.02), (ii) other than in the case of Refinancing Indebtedness with respect to clauses (i), (m), (n) or (u), (A) such Indebtedness has a final maturity on or later than (and, in the case of revolving Indebtedness, does not require mandatory commitment reductions, if any, prior to) the final maturity of the Indebtedness being refinanced, refunded or replaced and (B) other than with respect to revolving Indebtedness, a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced, (iii) the terms of any Refinancing Indebtedness with an original principal amount in excess of the Threshold Amount (excluding pricing, fees, premiums, rate floors, optional prepayment or redemption terms (and, if applicable, subordination terms)), and the terms of any Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) above, are not, taken as a whole (as reasonably determined by the Borrower), more favorable to the Lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than any covenants or any other provisions applicable only to periods after the Latest Maturity Date as of such date or any covenants or provisions which are then-current market terms for the applicable type of Indebtedness), (iv) in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m), (u) and (y) of this Section 6.01, the incurrence thereof shall be without duplication of any amounts outstanding in reliance on the relevant clause, (v) except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01 (it being understood that in all cases Holdings may not be the primary obligor of the applicable Refinancing Indebtedness if Holdings was not the primary Obligor on the relevant refinanced Indebtedness), (A) such Indebtedness is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be refinanced with unsecured Indebtedness), (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to the extent otherwise permitted pursuant to Section 6.01 and (C) if the Indebtedness being refinanced, refunded or replaced was originally contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Secured Obligations), such Indebtedness is contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness are subordinated to the Liens on the Collateral securing the Secured Obligations) on terms not materially less favorable (as reasonably determined by the Borrower), taken as a whole, to the Lenders than those applicable to the Indebtedness (or Liens, as applicable) being refinanced, refunded or replaced, taken as a whole, (vi) except in the case of Refinancing Indebtedness with respect to clause (a) of this Section 6.01, as of the date of the incurrence of such Indebtedness and after giving effect thereto, no Event of Default exists, and (vii) in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01, (A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided that any such Indebtedness that is pari passu or junior with respect to

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the Collateral shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any assets other than the Collateral, (C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Person other than a Loan Party and (D) such Indebtedness is incurred under (and pursuant to) documentation other than this Agreement;

(q)Indebtedness incurred to finance acquisitions permitted hereunder after the Closing Date; provided that (i)  at the time of the execution of the definitive agreement governing the relevant acquisition on a pro forma basis for such acquisition, no Event of Default exists (or would result from the consummation of such acquisition), (ii) after giving effect to the acquisition as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such acquisition, (A) the Borrower is in compliance, on a Pro Forma Basis, with Section 6.15 (whether or not then in effect) and (B) the Total Leverage Ratio, calculated on a Pro Forma Basis, does not exceed the Total Leverage Ratio as of the Closing Date after giving effect to the Transactions and (iii) such Indebtedness does not mature or require any scheduled amortization or scheduled payment of principal or require any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (A) payments as part of an “applicable high yield discount obligation” catch-up payment, (B) customary offers to repurchase in connection with any change of control, Disposition or casualty event and (C) customary acceleration rights after an event of default), in each case, prior to the date which is 91 days after the Latest Maturity Date as of the date of incurrence thereof;

(r)[Reserved];

(s)Indebtedness of the Borrower and/or any Restricted Subsidiary under any Derivative Transaction not entered into for speculative purposes;

(t)[Reserved];

(u)Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed the greater of $15,000,000 and 30% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable;

(v)[Reserved];

(w)additional Indebtedness of the Borrower and/or any Restricted Subsidiary so long as, on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, prior to the date of the incurrence thereof (or, to the extent the proceeds of such indebtedness will be applied to finance an acquisition permitted hereunder, prior to the date of the execution of the definitive agreement governing such acquisition) (i) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Credit Facilities on the Closing Date, the First Lien Leverage Ratio would not exceed 4.75:1.00, (ii) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien securing the Credit Facilities on the Closing Date, the Secured Leverage Ratio would not exceed 6.25:1.00 (it being

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understood any such Indebtedness that is junior to the Secured Obligations with respect to security shall be pari passu with, or junior to the Second Lien Facility with respect to security) or (iii) if such Indebtedness is unsecured, the Total Leverage Ratio would not exceed 6.50:1.00; provided that (1) the aggregate outstanding principal amount of such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall not exceed the greater of $10,000,000 and 25% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable and (2) no such Indebtedness shall mature or require any scheduled amortization or scheduled payments of principal and shall not be subject to any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (A) payments as part of an “applicable high yield discount obligation” catch-up payment, (B) customary offers to repurchase in connection with any change of control, Disposition or casualty event and (C) customary acceleration rights after an event of default), in each case, prior to the date that is 91 days after the Latest Maturity Date as of the date of the incurrence thereof;

(x)[Reserved];

(y)Indebtedness of the Borrower and/or any Restricted Subsidiary incurred in connection with Sale and Lease-Back Transactions permitted pursuant to Section 6.08;

(z)secured or unsecured notes and/or loans (and/or commitments in respect thereof) issued or incurred by the Borrower in lieu of Incremental Loans (such notes or loans, “Incremental Equivalent Debt”); provided that (i) the aggregate outstanding principal amount (or committed amount, if applicable) of all Incremental Equivalent Debt, together with the aggregate outstanding principal amount (or committed amount, if applicable) of all Incremental Loans and Incremental Commitments provided pursuant to Section 2.22 shall not exceed the Incremental Cap, (ii) any Incremental Equivalent Debt shall be subject to clauses (vi), (vii), (viii), (ix) and (x) (except, in the case of clause (x), as otherwise agreed by the Persons providing such Incremental Equivalent Debt) of the proviso to Section 2.22(a), (iii) any Incremental Equivalent Debt that is secured shall be secured only by the Collateral and on a pari passu or junior basis with the Collateral securing the Secured Obligations (it being understood that any Incremental Equivalent Debt that is pari passu with the Term Facility in right of payment and security shall be in the form of notes and not loans), (iv) any Incremental Equivalent Debt that ranks pari passu in right of security or that is subordinated in right of payment or security shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and (v) no Incremental Equivalent Debt may be guaranteed by any Person that is not a Loan Party;

(aa)Indebtedness (including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Indebtedness) incurred by the Borrower and/or any Restricted Subsidiary in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;

(bb)Indebtedness of the Borrower and/or any Restricted Subsidiary representing (i) deferred compensation to directors, officers, employees, members of management, managers, and consultants of any Parent Company, the Borrower and/or any Restricted Subsidiary in the ordinary course of business and (ii) deferred compensation or other similar arrangements in connection with the Transactions, any Permitted Acquisition or any other Investment permitted hereby;

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(cc)Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of any letter of credit or bank guarantee issued in favor of any Issuing Bank, or the Swingline Lender to support any Defaulting Lender’s participation in Letters of Credit issued, or Swingline Loans made, hereunder;

(dd)Indebtedness of the Borrower or any Restricted Subsidiary supported by any Letter of Credit;

(ee)unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Borrower and/or any Restricted Subsidiary in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default under Section 7.01(i);

(ff)without duplication of any other Indebtedness, all premiums (if any), interest (including post-petition interest and payment in kind interest), accretion or amortization of original issue discount, fees, expenses and charges with respect to Indebtedness of the Borrower and/or any Restricted Subsidiary hereunder;

(gg)[Reserved]; and

(hh)customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business.

Section 6.02. Liens.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur, assume or permit or suffer to exist any Lien on or with respect to any property of any kind owned by it, whether now owned or hereafter acquired, or any income or profits therefrom, except:

(a)Liens securing the Secured Obligations created pursuant to the Loan Documents;

(b)Liens for Taxes which are (i) not then due or, if due, such Taxes are not at such time required to be paid pursuant to Section 5.03 or (ii) being contested in accordance with Section 5.03;

(c)statutory Liens (and rights of set-off) of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (i) for amounts not yet overdue by more than 30 days, (ii) for amounts that are overdue by more than 30 days and that are being contested in good faith by appropriate proceedings, so long as any reserves or other appropriate provisions required by GAAP shall have been made for any such contested amounts or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect;

(d)Liens incurred (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security laws and regulations, (ii) in the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-ofmoney bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (iii) pursuant to pledges and deposits of Cash or Cash Equivalents in the ordinary course of

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business securing (x) any liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, liability or other insurance to the Borrower and its subsidiaries or (y) leases or licenses of property otherwise permitted by this Agreement and (iv) to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clauses (i) through (iii) above;

(e)Liens consisting of easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not, in the aggregate, materially interfere with the ordinary conduct of the business of the Borrower and/or its Restricted Subsidiaries, taken as a whole, or the use of the affected property for its intended purpose;

(f)Liens consisting of any (i) interest or title of a lessor or sub-lessor under any lease of real estate permitted hereunder, (ii) landlord lien permitted by the terms of any lease, (iii) restriction or encumbrance to which the interest or title of such lessor or sub-lessor may be subject or (iv) subordination of the interest of the lessee or sub-lessee under such lease to any restriction or encumbrance referred to in the preceding clause (iii);

(g)Liens solely on any Cash earnest money deposits made by the Borrower and/or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Investment permitted hereunder;

(h)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases or consignment or bailee arrangements entered into in the ordinary course of business;

(i)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(j)Liens in connection with any zoning, building or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any or dimensions of real property or the structure thereon;

(k)Liens securing Indebtedness permitted pursuant to Section 6.01(p) (solely with respect to the permitted refinancing of Indebtedness permitted pursuant to Sections 6.01(a), (i), (j), (m), (n), (q), (u), (w) and (z)); provided that (i) no such Lien extends to any asset not covered by the Lien securing the Indebtedness that is refinanced and (ii) if the Indebtedness being refinanced was subject to intercreditor arrangements, then any refinancing Indebtedness in respect thereof shall be subject to intercreditor arrangements not materially less favorable, taken as a whole, than the intercreditor arrangements governing the Indebtedness that is refinanced or the intercreditor arrangements governing the relevant refinancing Indebtedness shall be otherwise reasonably acceptable to the Administrative Agent;

(l)Liens described on Schedule 6.02 and any modification, replacement,

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refinancing, renewal or extension thereof; provided that (i) no such Lien extends to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01 and (B) proceeds and products thereof, accessions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates) and (ii) such modification, replacement, refinancing, renewal or extension of the obligations secured or benefited by such Liens, if constituting Indebtedness, is permitted by Section 6.01;

(m)Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.08;

(n)Liens securing Indebtedness permitted pursuant to Section 6.01(m); provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and proceeds and products thereof, accessions thereto and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates);

(o)(i) Liens securing Indebtedness permitted pursuant to Section 6.01(n) on the relevant acquired assets or on the Capital Stock and assets of the relevant newly acquired Restricted Subsidiary; provided that no such Lien (x) extends to or covers any other assets (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or (y) was created in contemplation of the applicable acquisition of assets or Capital Stock, and (ii) Liens securing Indebtedness incurred pursuant to Section 6.01(q); provided that, in the case of this clause (ii), with respect to any such Liens on the Collateral, such Liens shall be either pari passu with or junior to the Liens securing the Secured Obligations, pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent;

(p)Liens (i) that are contractual rights of set-off or netting relating to (A) the establishment of depositary relations with banks not granted in connection with the issuance of Indebtedness, (B) pooled deposit or sweep accounts of the Borrower and/or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and/or any Restricted Subsidiary, (C) purchase orders and other agreements entered into with customers of the Borrower and/or any Restricted Subsidiary in the ordinary course of business and (D) commodity trading or other brokerage accounts incurred in the ordinary course of business and (ii) encumbering reasonable customary initial deposits and margin deposits;

(q)Liens on assets and Capital Stock of Restricted Subsidiaries that are not Loan Parties (including Capital Stock owned by such Persons) securing Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted pursuant to Section 6.01;

(r)Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and/or its Restricted Subsidiaries;

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(s)Liens disclosed in any Mortgage Policy delivered pursuant to Section 5.12 with respect to any Material Real Estate Asset and any replacement, extension or renewal of any such Lien; provided that (i) no such replacement, extension or renewal Lien shall cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal (and additions thereto, improvements thereon and the proceeds thereof) and (ii) such Liens do not, in the aggregate, materially interfere with the ordinary conduct of the business of the Borrower and/or its Restricted Subsidiaries, taken as a whole, or the use of the affected property for its intended purpose;

(t)Liens securing Indebtedness incurred pursuant to Section 6.01(z), subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent;

(u)other Liens on assets securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of $10,000,000 and 20% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable;

(v)Liens on assets securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation being contested in good faith not constituting an Event of Default under Section 7.01(h);

(w)leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries (other than any Immaterial Subsidiary) or (ii) secure any Indebtedness;

(x)Liens on Securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06 arising out of such repurchase transaction;

(y)Liens securing obligations in respect letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments permitted under Sections 6.01(d), (e), (g), (aa) and (cc);

(z)Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business and permitted by this Agreement or (ii) by operation of law under Article 2 of the UCC (or similar law of any jurisdiction);

(aa)Liens (i) in favor of any Loan Party and/or (ii) granted by any non-Loan Party in favor of any Restricted Subsidiary that is not a Loan Party and/or any Joint Venture, in the case of each of clauses (i) and (ii), securing intercompany Indebtedness permitted under Section 6.01;

(bb)Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

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(cc)Liens on specific items of inventory or other goods and the proceeds thereof securing the relevant Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

(dd)Liens securing (i) obligations under Hedge Agreements in connection with any Derivative Transaction of the type described in Section 6.01(s) and/or (ii) obligations of the type described in Section 6.01(f), which Liens in each case under this Section 6.02(dd), may be (but are not required to be) secured by all of the Collateral so long as the Lien on the Collateral is subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, may consist of pledges of Cash collateral in an amount not to exceed the greater of $3,500,000 and 10% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable;

(ee)(i) Liens on Capital Stock of Joint Ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in Joint Venture agreements and agreements with respect to non-Wholly-Owned Subsidiaries;

(ff)Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness;

(gg)[Reserved];

(hh)Liens securing Indebtedness incurred in reliance on Section 6.01(w) so long as the condition described in clause (i) or clause (ii), as applicable, of Section 6.01(w) has been satisfied.

Section 6.03. No Further Negative Pledges.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, whether now owned or hereafter acquired, for the benefit of the Secured Parties with respect to the Obligations, except with respect to:

(a)specific property to be sold pursuant to any Disposition permitted by Section 6.07;

(b)restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted Subsidiaries or the property or assets securing such Indebtedness;

(c)restrictions contained in the documentation governing Indebtedness permitted by

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clauses (j), (m), (q), (u), (w) and/or (z) of Section 6.01 (and clause (p) of Section 6.01 to the extent relating to any refinancing, refunding or replacement of Indebtedness incurred in reliance on clauses (a), (j), (m), (q), (u), (w) and/or (z) of Section 6.01);

(d)restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses and other agreements entered into in the ordinary course of business (provided that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses or other agreements, as the case may be);

(e)Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to Dispose of, or encumber the assets subject to such Liens;

(f)provisions limiting the Disposition or distribution of assets or property in Joint Venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements (or the Persons the Capital Stock of which is the subject of such agreement);

(g)any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long as such encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition;

(h)restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person;

(i)restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits exist;

(j)restrictions set forth in documents which exist on the Closing Date;

(k)restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan Party;

(l)restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; and

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(m)other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 6.04. Restricted Payments; Certain Payments of Indebtedness.

(a)The Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that:

(i)the Borrower may make Restricted Payments to the extent necessary to permit any Parent Company:

(A)to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries), and/or its subsidiaries (and/or Joint Ventures); provided that Restricted Payments under this Section 6.04(a)(i)(A) that are attributable to any Unrestricted Subsidiary or any Specified Joint Venture shall be permitted only to the extent that either (x) such Unrestricted Subsidiary or Specified Joint Venture has made one or more cash distributions, advances or loans to the Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s or Specified Joint Venture’s proportionate share of such costs, expenses, franchise fees and Taxes and similar fees, Taxes and expenses or (y) the amount of such Restricted Payments made by the Borrower on behalf of such Unrestricted Subsidiary or Specified Joint Venture is treated as an Investment subject to Section 6.06 hereof;

(B)to discharge the consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to the extent such liabilities are attributable to the ownership or operations of any Parent Company (but excluding, for the avoidance of doubt, the portion of any such Tax liabilities, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries), the Borrower and its subsidiaries (and/or any Joint Venture); provided that the amount paid by the Borrower pursuant to this paragraph (B) shall not exceed the amount of Tax liabilities that would be due if the Borrower and each subsidiary were separate corporations filing income and similar Tax returns on a consolidated, combined, unitary or similar basis with the

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Borrower as the common parent of such affiliated group (calculated at the highest combined applicable federal, state, local and foreign Tax rate); provided further that Restricted Payments under this Section 6.04(a)(i)(B) that are attributable to any Unrestricted Subsidiary or any Specified Joint Venture shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to the Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s or Specified Joint Venture’s, as applicable, proportionate share of such Tax liabilities or (y) the amount of any such Restricted Payment made by the Borrower on behalf of such Unrestricted Subsidiary or Specified Joint Venture is treated as an Investment subject to Section 6.06 hereof;

(C)to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries), the Borrower and its subsidiaries (and/or any Joint Ventures); provided that Restricted Payments under this Section 6.04(a)(i)(C) that are attributable to any Unrestricted Subsidiary or any Specified Joint Venture shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to the Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s or Specified Joint Venture’s, as applicable, proportionate share of such accounting and reporting expenses or (y) the amount of any such Restricted Payment made by the Borrower on behalf of such Unrestricted Subsidiary or Specified Joint Venture is treated as an Investment subject to Section 6.06 hereof;

(D)for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries), the Borrower and its subsidiaries (and/or Joint Ventures); provided that Restricted Payments under this Section 6.04(a)(i)(D) that are attributable to any Unrestricted Subsidiary or any Specified Joint Venture shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to the Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s or Specified Joint Venture’s, as applicable, proportionate share of such insurance premiums or (y) the amount of any such Restricted Payment made by the Borrower on behalf of such Unrestricted Subsidiary or Specified Joint Venture is treated as an Investment subject to Section 6.06 hereof;

(E)pay fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by this Agreement (whether or not consummated); provided that Restricted Payments under this Section 6.04(a)(i)(E) that are attributable to any Unrestricted Subsidiary or Specified Joint Venture shall be permitted only to the extent that either (x) such Unrestricted Subsidiary or Specified Joint Venture has made one or more cash distributions, advances or loans to the Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s or Specified Joint Venture’s proportionate share of such fees and expenses or (y) the amount of such Restricted Payment made by the Borrower on behalf of such Unrestricted Subsidiary or Specified Joint Venture is treated as an Investment subject to Section 6.06 hereof;

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(F)to finance any Investment permitted under Section 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06 as if undertaken as a direct Investment by the Borrower or the relevant Restricted Subsidiary); and

(G)to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries (and/or Joint Ventures), in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; provided that Restricted Payments under this Section 6.04(a)(i)(G) that are attributable to any Unrestricted Subsidiary or any Specified Joint Venture shall be permitted only to the extent that either (x) such Unrestricted Subsidiary has made one or more cash distributions, advances or loans to the Borrower or any of its Restricted Subsidiaries for such purpose in an amount up to the amount of such Unrestricted Subsidiary’s or Specified Joint Venture’s, as applicable, proportionate share of such salary, bonus, severance and other benefits or (y) the amount of such Restricted Payments made by the Borrower on behalf of such Unrestricted Subsidiary or Specified Joint Venture is treated as an Investment subject to Section 6.06 hereof;

(ii)the Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrower or any subsidiary:

(A)in accordance with the terms of promissory notes issued pursuant to Section 6.01(o), so long as the aggregate amount of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant to sub-clause (D) of this clause (ii) below, does not exceed $3,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year;

(B)with the proceeds of any sale or issuance of the Capital Stock of the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the Borrower or any Restricted Subsidiary);

(C)with the net proceeds of any key-man life insurance policies; or

(D)with Cash and Cash Equivalents in an amount not to exceed, together with the aggregate amount of all cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), $3,000,000 in any Fiscal Year, which, if not used in any Fiscal Year, may be carried forward to the next subsequent Fiscal Year;

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(iii)the Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B);

(iv)the Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above, including demand repurchases in connection with the exercise of stock options;

(v)the Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise;

(vi)the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to pay the Special Dividend and related expenses;

(vii)so long as no Event of Default exists at the time of the declaration thereof, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount of up to 6% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO;

(viii)the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock or Subordinated Shareholder Debt;

(ix)to the extent constituting a Restricted Payment, the Borrower may consummate any transaction permitted by Section 6.06 (other than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d));

(x)the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the greater of $7,500,000 and 15% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as

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applicable, minus (A) the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii);

(xi)the Borrower may pay any dividend or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend or redemption notice would have complied with the provisions hereof;

(xii)[Reserved]; and

(xiii)the Borrower may make additional Restricted Payments so long as the Total Leverage Ratio, calculated on a Pro Forma Basis at the time of the declaration thereof, would not exceed 4.50:1.00.

(b)the Borrower shall not, nor shall it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other property) on or in respect of principal of or interest on (x) any Junior Lien Indebtedness or (y) any Junior Indebtedness (such Indebtedness under clauses (x) and (y), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except:

(i)any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01;

(ii)payments as part of an “applicable high yield discount obligation” catch-up payment;

(iii)payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due in respect of any Restricted Debt (other than payments with respect to Subordinated Indebtedness that are prohibited by the subordination provisions thereof);

(iv)so long as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed:

(A)the greater of $4,000,000 and 10% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, minus the amount of Investments made in reliance on Section 6.06(q)(iii); plus

(B)the greater of $7,500,000 and 15% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, minus (1) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x), minus (2) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii);

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(v)(A) Restricted Debt Payments as a result of an exchange for, or made with proceeds of any issuance of, Qualified Capital Stock of the Borrower and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of the Borrower or any Restricted Subsidiary, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-inkind interest with respect to any Restricted Debt that is permitted under Section 6.01;

(vi)Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A), plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); and

(vii)additional Restricted Debt Payments; provided that the Total Leverage Ratio would not exceed 4.50:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, prior to the date of delivery of irrevocable notice with respect thereto.

Section 6.05. Restrictions on Subsidiary Distributions.  Except as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Borrower to pay dividends or other distributions to the Borrower or any Loan Party or (ii) any Restricted Subsidiary to make cash loans or advances to the Borrower or any Loan Party, except:

(a)in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (m), (p) (as it relates to Indebtedness in respect of clauses (a), (m), (q), (u), (w) and/or (z) of Section 6.01), (q), (u), (w) and/or (z) of Section 6.01;

(b)by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business;

(c)that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement;

(d)assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or property so acquired and was not created in connection with or in anticipation of such acquisition;

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(e)in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition;

(f)in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;

(g)imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements;

(h)on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;

(i)set forth in documents which exist on the Closing Date and not created in contemplation thereof;

(j)those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower);

(k)those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;

(l)those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; and/or

(m)those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (l) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 6.06. Investments.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or own any Investment in any other Person except:

(a)Cash or Investments that were Cash Equivalents at the time made;

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(b)(i) Investments existing on the Closing Date in any subsidiary and/or any Existing Joint Venture, (ii) Investments made after the Closing Date by the Borrower and/or any Restricted Subsidiary in any Existing Joint Venture, (iii) Investments made after the Closing Date among the Borrower and/or one or more Restricted Subsidiaries, provided that in the case of Investments made after the Closing Date by any Loan Party in any Restricted Subsidiary that is not a Loan Party and/or any Joint Venture, the aggregate outstanding amount of such Investments shall not exceed the greater of $15,000,000 and 30% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, (iv) Investments made by any Loan Party and/or any Restricted Subsidiary that is not a Loan Party in the form of any contribution or Disposition of the Capital Stock of any Person that is not a Loan Party; provided that, prior to such contribution or Disposition or series of transactions resulting in such contribution or Disposition, such Capital Stock was not owned directly by a Loan Party and (v) Investments made by any Restricted Subsidiary that is not a Loan Party in any Loan Party;

(c)Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary course of supplies to the Borrower or any Restricted Subsidiary;

(d)[Reserved];

(e)(i) Permitted Acquisitions and (ii) Investments in Restricted Subsidiaries that are not Loan Parties in amounts required to permit such Restricted Subsidiaries to consummate Permitted Acquisitions;

(f)Investments (i) existing on, or contractually committed to or contemplated as of, the Closing Date and described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any Investment described in clause (i) above so long as no such modification, renewal or extension thereof increases the amount of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06;

(g)Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07;

(h)loans or advances to present or former employees, directors, members of management, officers, managers or consultants or independent contractors (or their respective Immediate Family Members) of any Parent Company, the Borrower, its subsidiaries and/or any Joint Venture to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company, either (i) in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower for the purchase of such Capital Stock;

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(i)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business;

(j)Investments consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b) and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(ix)), Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up, dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a)(i) (if made in reliance on subclause (ii)(y) of the proviso thereto), Section 6.07(b) (if made in reliance on clause (ii) therein), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g));

(k)Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers;

(l)Investments (including debt obligations and Capital Stock) received (i) in connection with the bankruptcy or reorganization of any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other account debtors arising in the ordinary course of business, (iii) upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or other disputes;

(m)loans and advances of payroll payments or other compensation to present or former employees, directors, members of management, officers, managers or consultants of any Parent Company (to the extent such payments or other compensation relate to services provided to such Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), the Borrower and/or any subsidiary in the ordinary course of business;

(n)Investments to the extent that payment therefor is made solely with Capital Stock of any Parent Company or Capital Stock (other than Disqualified Capital Stock) of the Borrower or any Restricted Subsidiary, in each case, to the extent not resulting in a Change of Control;

(o)(i) Investments of any Restricted Subsidiary acquired after the Closing Date, or of any Person acquired by, or merged into or consolidated or amalgamated with, the Borrower or any Restricted Subsidiary after the Closing Date, in each case as part of an Investment otherwise permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of the relevant acquisition, merger, amalgamation or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment except as otherwise permitted by this Section 6.06;

(p)[reserved];

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(q)Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate amount at any time outstanding not to exceed:

(i)the greater of $15,000,000 and 30% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, plus

(ii)the greater of $7,500,000 and 15% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x), minus (B) the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), plus

(iii)the greater of $7,500,000 and 15% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, minus the amount of Restricted Debt Payments made in reliance on Section 6.04(b)(iv)(A), plus

(iv)in the event that (A) the Borrower or any of its Restricted Subsidiaries makes any Investment after the Closing Date in any Person that is not a Restricted Subsidiary and (B) such Person subsequently becomes a Restricted Subsidiary, an amount equal to 100% of the fair market value of such Investment as of the date on which such Person becomes a Restricted Subsidiary;

(r)Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate outstanding amount not to exceed (i) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (r)(i), plus (ii) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (r)(ii);

(s)(i) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees of the lease obligations of suppliers, customers, franchisees and licensees of the Borrower and/or its Restricted Subsidiaries, in each case, in the ordinary course of business;

(t)Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Parent Company are permitted under Section 6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall reduce availability under the applicable Restricted Payment basket under Section 6.04(a);

(u)Investments made by any Restricted Subsidiary that is not a Loan Party with the proceeds received by such Restricted Subsidiary from an Investment made by any Loan Party in such Restricted Subsidiary pursuant to this Section 6.06 (other than Investments made pursuant to clause (ii) of Section 6.06(e) or Section 6.06(x));

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(v)Investments in subsidiaries and Joint Ventures in connection with reorganizations and related activities related to tax planning; provided that, after giving effect to any such reorganization and/or related activity, the security interest of the Administrative Agent in the Collateral, taken as a whole, is not materially impaired;

(w)Investments under any Derivative Transaction of the type permitted under Section 6.01(s);

(x)Investments made in connection with the creation, formation and/or acquisition of any Joint Venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to create, form and/or acquire any Joint Venture, in an aggregate outstanding amount not to exceed the greater of $7,000,000 and 15% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable;

(y)Investments made in Existing Joint Ventures as required by, or made pursuant to, buy/sell arrangements between the Existing Joint Venture parties set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date (other than any modification, replacement, renewal or extension of such Investments so long as no such modification, renewal or extension thereof increases the amount of any such Investment except by the terms thereof or as otherwise permitted by this Section 6.06);

(z)unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law;

(aa)Investments in the Borrower, any subsidiary and/or any Joint Venture in connection with intercompany cash management arrangements and related activities in the ordinary course of business;

(bb)additional Investments so long as, after giving effect thereto on a Pro Forma Basis at the time of the execution of the definitive agreement with respect thereto as of the last day of the most recent Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, the Total Leverage Ratio does not exceed the Total Leverage Ratio as of the Closing Date after giving effect to the Transactions; and

(cc)Investments consisting of the licensing or contribution of IP Rights pursuant to joint marketing development, manufacturing, distribution or commercialization arrangements with other Persons.

Section 6.07. Fundamental Changes; Disposition of Assets.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or make any Disposition, in a single transaction or in a series of related transactions, except:

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(a)any Restricted Subsidiary may be merged, consolidated or amalgamated with or into the Borrower or any other Restricted Subsidiary; provided that (i) in the case of any such merger, consolidation or amalgamation with or into the Borrower, (A) the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger, consolidation or amalgamation is not the Borrower (any such Person, the “Successor Borrower”), (x) the Successor Borrower shall be an entity organized or existing under the law of the U.S., any state thereof or the District of Columbia, (y) the Successor Borrower shall expressly assume the Obligations of the Borrower in a manner reasonably satisfactory to the Administrative Agent and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall have executed and delivered a reaffirmation agreement with respect to its obligations under the Loan Guaranty and the other Loan Documents; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents, and (ii) in the case of any such merger, consolidation or amalgamation with or into any Subsidiary Guarantor, either (x) such Subsidiary Guarantor shall be the continuing or surviving Person or the continuing or Surviving Person shall expressly assume the guarantee obligations of the Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent or (y) the relevant transaction shall be treated as an Investment and shall comply with Section 6.06;

(b)Dispositions (including of Capital Stock) among the Borrower and/or any Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that any such Disposition by any Loan Party to any Person that is not a Loan Party shall be (i) for fair market value (as reasonably determined by such Person) with at least 75% of the consideration for such Disposition consisting of Cash or Cash Equivalents at the time of such Disposition or (ii) treated as an Investment and otherwise made in compliance with Section 6.06 (other than in reliance on clause (j) thereof);

(c)(i) the liquidation or dissolution of any Restricted Subsidiary or change in form of entity if the Borrower determines in good faith that such liquidation or dissolution or change in form of entity is in the best interests of the Borrower, is not materially disadvantageous to the Lenders and the Borrower or any Restricted Subsidiary receives any assets of the relevant dissolved or liquidated Restricted Subsidiary; provided that in the case of any liquidation or dissolution of any Loan Party that results in a distribution of assets to any Restricted Subsidiary that is not a Loan Party, such distribution shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause (j) thereof); (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any Disposition otherwise permitted under this Section 6.07 (other than clause (a), clause (b) or this clause (c)) or (B) any Investment permitted under Section 6.06; and (iii) the Borrower or any Restricted Subsidiary may be converted into another form of entity, in each case, so long as such conversion does not adversely affect the value of the Loan Guaranty or Collateral, if any;

(d)(x) Dispositions of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the leasing or subleasing of real property in the ordinary course of business;

(e)Dispositions of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower, is (A) no longer useful in its business (or in the business of any Restricted Subsidiary of the Borrower) or (B) otherwise economically impracticable to maintain;

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(f)Dispositions of Cash Equivalents or other assets that were Cash Equivalents when the relevant original Investment was made;

(g)Dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.06 (other than Section 6.06(j)), Permitted Liens, Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(ix)) and Sale-Leaseback Transactions permitted by Section 6.08;

(h)Dispositions for fair market value; provided that with respect to any such Disposition with a purchase price in excess of the greater of $2,000,000 and 1.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, at least 75% of the consideration for such Disposition shall consist of Cash or Cash Equivalents (provided that for purposes of the 75% Cash consideration requirement, (w) the amount of any Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Borrower or any Restricted Subsidiary) of the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the notes thereto) that are assumed by the transferee of any such assets and for which the Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of the greater of $3,500,000 and 1.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable, in each case, shall be deemed to be Cash); provided, further, that (x) immediately prior to and after giving effect to such Disposition, as determined on the date on which the agreement governing such Disposition is executed, no Event of Default shall exist and (y) the Net Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii);

(i)to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property;

(j)Dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to, buy/sell arrangements between Joint Venture or similar parties set forth in the relevant Joint Venture arrangements and/or similar binding arrangements;

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(k)Dispositions of accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or in connection with the collection or compromise thereof;

(l)Dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open source license), which (i) do not materially interfere with the business of the Borrower and its Restricted Subsidiaries or (ii) relate to closed facilities or the discontinuation of any product line;

(m)(i) any termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business;

(n)Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding);

(o)Dispositions or consignments of equipment, inventory or other assets (including leasehold interests in real property) with respect to facilities that are temporarily not in use, held for sale or closed;

(p)[Reserved];

(q)Dispositions of non-core assets acquired in connection with any acquisition permitted hereunder and sales of Real Estate Assets acquired in any acquisition permitted hereunder which, within 90 days of the date of such acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of its Restricted Subsidiaries or any of their respective businesses; provided that (i) the Net Proceeds received in connection with any such Disposition shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii) and (ii) no Event of Default exists on the date on which the definitive agreement governing the relevant Disposition is executed;

(r)exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign jurisdiction), of property or assets so long as any such exchange or swap is made for fair value (as reasonably determined by the Borrower) for like property or assets; provided that (i) upon the consummation of any such exchange or swap by any Loan Party, to the extent the property received does not constitute an Excluded Asset, the Administrative Agent has a perfected Lien with the same priority as the Lien held on the Real Estate Assets so exchanged or swapped and (ii) any Net Proceeds received as “cash boot” in connection with any such transaction shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii);

(s)[Reserved];

(t)(i) licensing and cross-licensing arrangements involving any technology,

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intellectual property or IP Rights of the Borrower or any Restricted Subsidiary in the ordinary course of business and (ii) Dispositions, abandonments, cancellations or lapses of IP Rights, or issuances or registrations, or applications for issuances or registrations, of IP Rights, which, in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of the Borrower or its Restricted Subsidiaries, or are no longer economical to maintain in light of its use;

(u)terminations of Derivative Transactions;

(v)Dispositions of Capital Stock of, or sales of Indebtedness or other Securities of, Unrestricted Subsidiaries;

(w)Dispositions of Real Estate Assets and related assets in the ordinary course of business in connection with relocation activities for directors, officers, employees, members of management, managers or consultants of any Parent Company, the Borrower and/or any Restricted Subsidiary;

(x)Dispositions made to comply with any order of any agency of the U.S. Federal government, any state, authority or other regulatory body or any applicable Requirement of Law;

(y)any merger, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize any Domestic Subsidiary in another jurisdiction in the U.S.;

(z)[Reserved];

(aa)any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter;

(bb)other Dispositions involving assets having a fair market value (as reasonably determined by the Borrower at the time of the relevant Disposition) in the aggregate since the Closing Date of not more than the greater of $2,000,000 and 1.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable; and

(cc)Dispositions contemplated on the Closing Date and described on Schedule 6.07 hereto. To the extent that any Collateral is Disposed of as expressly permitted by this Section 6.07 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall be authorized to take, and shall take, any actions deemed appropriate in order to effect the foregoing.

Section 6.08.Sale and Lease-Back Transactions.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Borrower or the relevant Restricted

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Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Borrower or any of its Restricted Subsidiaries) and (b) intends to use for substantially the same purpose as the property which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to any Person (other than the Borrower or any of its Restricted Subsidiaries) in connection with such lease (such a transaction described herein, a “Sale and Lease-Back Transaction”); provided that any Sale and Lease-Back Transaction shall be permitted so long as the Net Proceeds of such Disposition are applied and/or reinvested as (and to the extent) required by Section 2.11(b)(ii) and such Sale and Lease-Back Transaction is (A) permitted by Section 6.01(m) or (B)(1) made in exchange for cash consideration, (2) the Borrower or its applicable Restricted Subsidiary would otherwise be permitted to enter into, and remain liable under, the applicable underlying lease and (3) the aggregate fair market value of the assets sold subject to all Sale and Lease-Back Transactions under this clause (B) shall not exceed the greater of $2,500,000 and 1.00% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), as applicable.

Section 6.09. Transactions with Affiliates.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payment in excess of $2,500,000 with any of their respective Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary, as the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to:

(a)any transaction between or among the Borrower and/or one or more Restricted Subsidiaries and/or Joint Ventures (or any entity that becomes a Restricted Subsidiary or Joint Venture as a result of such transaction) to the extent permitted or not restricted by this Agreement;

(b)any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of any Parent Company or of the Borrower or any Restricted Subsidiary;

(c)(i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Borrower or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement;

(d)(i) transactions permitted by Sections 6.01(d), (o), (bb) and (ee), 6.04 and 6.06(h), (m), (o), (t), (v), (x), (y), (z) and (aa) and (ii) issuances of Capital Stock and Indebtedness not restricted by this Agreement;

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(e)transactions in existence on the Closing Date and any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i) materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing Date;

(f)(i) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) then exists or would result therefrom, the payment of management, monitoring, consulting, advisory and similar fees to any Investor in an amount not to exceed $3,000,000 per Fiscal Year and (ii) the payment of all indemnification obligations and expenses owed to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants, in each case of clauses (i) and (ii) whether currently due or paid in respect of accruals from prior periods;

(g)the Transactions, including the payment of Transaction Costs;

(h)customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the members of the board of directors (or similar governing body) or a majority of the disinterested members of the board of directors (or similar governing body) of the Borrower in good faith;

(i)Guarantees permitted by Section 6.01 or Section 6.06;

(j)loans and other transactions among the Loan Parties to the extent permitted under this Article 6;

(k)the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors of the Borrower and/or any of its Restricted Subsidiaries in the ordinary course of business and, in the case of payments to such Person in such capacity on behalf of any Parent Company, to the extent attributable to the operations of the Borrower or its Restricted Subsidiaries;

(l)transactions with customers, clients, suppliers, Joint Ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Borrower or the senior management thereof or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate;

(m)the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement;

(n)(i) any purchase by Holdings of the Capital Stock of (or contribution to the equity

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capital of) the Borrower and (ii) any intercompany loans made by Holdings to the Borrower or any Restricted Subsidiary; and

(o)any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors (or equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Restricted Subsidiary than might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate.

Section 6.10. Conduct of Business.  From and after the Closing Date, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, engage in any material line of business other than (a) the businesses engaged in by the Borrower or any Restricted Subsidiary on the Closing Date and similar, complementary, ancillary or related businesses and (b) such other lines of business to which the Administrative Agent may consent.

Section 6.11. Amendments or Waivers of Organizational Documents.  The Borrower shall not, nor shall it permit any Subsidiary Guarantor to, amend or modify their respective Organizational Documents, in each case in a manner that is materially adverse to the Lenders (in their capacities as such) without obtaining the prior written consent of the Administrative Agent; provided that, for purposes of clarity, it is understood and agreed that the Borrower and/or any Subsidiary Guarantor may effect a change to its respective organizational form to the extent permitted under Section 6.07.

Section 6.12. Amendments of or Waivers with Respect to Restricted Debt.  The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, amend or otherwise modify the terms of any Restricted Debt (or the documentation governing the foregoing) if the effect of such amendment or modification, together with all other amendments or modifications made, is materially adverse to the interests of the Lenders (in their capacities as such); provided that, for purposes of clarity, it is understood and agreed that the foregoing limitation shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Restricted Debt, in each case, that is permitted under Section 6.01 in respect thereof.

Section 6.13. Fiscal Year.  The Borrower shall not change its Fiscal Year-end to a date other than December 31 provided that, the Borrower may, upon written notice to the Administrative Agent, change the Fiscal Year-end of the Borrower to another date, in which case the Borrower and the Administrative Agent will, and are hereby authorized to, make any adjustments to this Agreement that are necessary to reflect such change in Fiscal Year.

Section 6.14. Permitted Activities of Holdings.  Holdings shall not:

(a)incur any Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the Loan Documents or otherwise in connection with the Transactions and (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted hereunder;

(b)create or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it other than (i) the Liens created under the Collateral Documents, (ii) any other Lien created in connection with the Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees permitted under clause (a)(ii) above and the underlying Indebtedness subject to such Guarantee is permitted to be

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secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of Indebtedness for borrowed money);

(c)engage in any business activity or own any material assets other than (i) holding the Capital Stock of the Borrower and, indirectly, any other subsidiary of the Borrower (and/or any Joint Venture of any thereof); (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens (including the granting of Liens) and Guarantees permitted hereunder; (iii) issuing its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements of Law; (vii) effecting any initial public offering of its Capital Stock; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by Section 6.01; (x) providing indemnification for its officers, directors, members of management, employees and advisors or consultants; (xi) participating in tax, accounting and other administrative matters; (xii) making payments of the type permitted under Section 6.09(f) and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this Agreement; (xiii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); and (xiv) activities incidental to any of the foregoing; or

(d)consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its subsidiaries) so long as (i) Holdings is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (x) the successor Person expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (y) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (A) and (B) Holdings may convey, sell or otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its subsidiaries) so long as (x) no Change of Control results therefrom, (y) the Person acquiring such assets expressly assumes all of the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (z) the Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions under clause (x) set forth in this clause (B); provided, further, that if the conditions set forth in the preceding proviso are satisfied, the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement.

Section 6.15. Financial Covenant.

(a)First Lien Leverage Ratio.  On the last day of any Test Period on which the Revolving Facility Test Condition is then satisfied (it being understood and agreed that this Section 6.15 shall not apply until the last day of the first full Fiscal Quarter ending after the Closing Date), the Borrower

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shall not permit the First Lien Leverage Ratio to be greater than the ratio set forth below opposite the last day of such Test Period:

Fiscal Quarter Ending	Ratio
September 30, 2014 through June 30, 2015	6.50:1.00
September 30, 2015 through June 30, 2016	5.75:1.00
September 30, 2016 and thereafter	5.25:1.00

(b)Financial Cure.  Notwithstanding anything to the contrary in this Agreement (including Article 7), upon the occurrence of an Event of Default as a result of the Borrower’s failure to comply with Section 6.15(a) for any Fiscal Quarter, the Borrower shall have the right (the “Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 10 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Section 5.01(a) or (b), as applicable) to issue equity (which shall be common equity, Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent)) for Cash or otherwise receive Cash contributions in respect of Qualified Capital Stock (the “Cure Amount”), and thereupon the Borrower’s compliance with Section 6.15(a) shall be recalculated giving effect to the following pro forma adjustment: Consolidated Adjusted EBITDA shall be increased (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”), solely for the purpose of determining compliance with Section 6.15(a) as of the end of such Fiscal Quarter and applicable subsequent periods that include such Fiscal Quarter, by an amount equal to the Cure Amount.  If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.15(a) would be satisfied, then the requirements of Section 6.15(a) shall be deemed satisfied as of the end of the relevant Fiscal Quarter with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.15(a) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement.  Notwithstanding anything herein to the contrary, (i) in each four consecutive Fiscal Quarter period there shall be at least two Fiscal Quarters (which may, but are not required to be, consecutive) in which the Cure Right is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised more than five times, (iii) the Cure Amount shall be no greater than the amount required for the purpose of complying with Section 6.15(a), (iv) upon the Administrative Agent’s receipt of a written notice from the Borrower that the Borrower intends to exercise the Cure Right (a “Notice of Intent to Cure”), until the 10th Business Day following the date on which financial statements for the Fiscal Quarter to which such Notice of Intent to Cure relates are required to be delivered pursuant to Section 5.01(a) or (b), as applicable, neither the Administrative Agent (nor any subagent therefor) nor any Lender shall exercise any right to accelerate the Loans or terminate the Revolving Credit Commitments or any Additional Commitments, and none of the Administrative Agent (nor any subagent therefor) nor any Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral or any other right or remedy under the Loan Documents solely on the basis of the relevant Event of Default having occurred and being continuing under Section 6.15(a), (v) during any Test Period in which any Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Cure Right, such Cure Amount shall be (A) counted solely as an increase to Consolidated Adjusted EBITDA (and not as a reduction of Indebtedness) for the purpose of determining compliance with Section 6.15(a) and (B) disregarded for all other purposes, including the purpose of determining whether any financial ratio-based condition has been satisfied, the Applicable Rate or the Commitment Fee Rate or the availability of any carve-out set forth in Article 6 of this Agreement and (vi) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan or issue any Letter of Credit hereunder if an Event of Default under Section 6.15(a) exists during the 10 Business Day period

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during which the Borrower may exercise a Cure Right unless and until the Cure Amount is actually received.

ARTICLE 7EVENTS OF DEFAULT

Section 7.01. Events of Default.  If any of the following events (each, an “Event of Default”) shall occur:

(a)Failure To Make Payments When Due.  Failure by the Borrower to pay (i) any installment of principal of any Loan when due, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within five Business Days after the date due; or

(b)Default in Other Agreements.  (i) Failure by any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause (a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by any Loan Party or any of its Restricted Subsidiaries with respect to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than, for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that any failure described under clauses (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article 7; or

(c)Breach of Certain Covenants.  Failure of any Loan Party, as required by the relevant provision, to perform or comply with any term or condition contained in Section 5.01(e)(i), Section 5.02 (as it applies to the preservation of the existence of the Borrower), or Article 6; provided that, notwithstanding this clause (c), no breach or default by any Loan Party under Section 6.15(a) will constitute an Event of Default with respect to the Initial Term Loans or any Additional Term Loans unless and until the Required Revolving Lenders have accelerated the Revolving Loans and any Additional Revolving Loans, terminated the commitments under the Revolving Facility and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations under the Revolving Facility; or

(d)Breach of Representations, Etc.  Any representation, warranty or certification

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made or deemed made by any Loan Party in any Loan Document or in any certificate required to be delivered in connection herewith or therewith (including, for the avoidance of doubt, any Perfection Certificate and any Perfection Certificate Supplement) being untrue in any material respect as of the date made or deemed made; or

(e)Other Defaults Under Loan Documents.  Default by any Loan Party in the performance of or compliance with any term contained herein or any of the other Loan Documents, other than any such term referred to in any other Section of this Article 7, which default has not been remedied or waived within 30 days after receipt by the Borrower of written notice thereof from the Administrative Agent; or

(f)Involuntary Bankruptcy; Appointment of Receiver, Etc.  (i) The entry by a court of competent jurisdiction of a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) in an involuntary case under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal, state or local law; or (ii) the commencement of an involuntary case against the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) under any Debtor Relief Law; the entry by a court having jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver and manager, (preliminary) insolvency receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary), or over all or a substantial part of its property; or the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) for all or a substantial part of its property, which remains undismissed, unvacated, unbounded or unstayed pending appeal for 60 consecutive days; or

(g)Voluntary Bankruptcy; Appointment of Receiver, Etc.  (i) The entry against the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of an order for relief, the commencement by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a voluntary case under any Debtor Relief Law, or the consent by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case, under any Debtor Relief Law, or the consent by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, receiver and manager, trustee or other custodian for all or a substantial part of its property; (ii) the making by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) of a general assignment for the benefit of creditors; or (iii) the admission by the Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) in writing of their inability to pay their respective debts as such debts become due; or

(h)Judgments and Attachments.  The entry or filing of one or more final money judgments, writs or warrants of attachment or similar process against the Borrower or any of its Restricted Subsidiaries or any of their respective assets involving in the aggregate at any time an amount in excess of the Threshold Amount (in either case to the extent not adequately covered by self-insurance (if applicable) or by insurance as to which the relevant third party insurance company has been notified and not denied

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coverage), which judgment, writ, warrant or similar process remains unpaid, undischarged, unvacated, unbonded or unstayed pending appeal for a period of 60 days; or

(i)Employee Benefit Plans.  The occurrence of one or more ERISA Events, which individually or in the aggregate result in liability of the Borrower or any of its Restricted Subsidiaries in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect; or

(j)Change of Control.  The occurrence of a Change of Control; or

(k)Guaranties, Collateral Documents and Other Loan Documents.  At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof, the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; or

(l)Subordination.  The Obligations ceasing or the assertion in writing by any Loan Party that the Obligations cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing any permitted Subordinated Indebtedness in excess of the Threshold Amount or any such subordination provision being invalidated or otherwise ceasing, for any reason, to be valid, binding and enforceable obligations of the parties thereto;

then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Revolving Credit Commitments, or any Additional Commitments, and thereupon such Commitments and/or Additional Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) require that the Borrower deposit in the LC Collateral Account an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 103% of the relevant face amount) of the then outstanding LC Exposure (minus the amount then on deposit in the LC Collateral Account); provided that upon the occurrence of an event with respect to the Borrower described in clause (f) or (g) of this Article, any such Commitments and/or Additional Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind,

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all of which are hereby waived by the Borrower, and the obligation of the Borrower to Cash collateralize the outstanding Letters of Credit as aforesaid shall automatically become effective, in each case without further action of the Administrative Agent or any Lender.  Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE 8THE ADMINISTRATIVE AGENT

Each of the Lenders and the Issuing Banks hereby irrevocably appoints UBS (or any successor appointed pursuant hereto) as Administrative Agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Any Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any subsidiary of any Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.  The Lenders acknowledge that, pursuant to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall not be under any obligation to provide such information to them.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; it being understood that such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Loan Documents and which the Administrative Agent is required to exercise in writing as directed by the Required Lenders or Required Revolving Lenders (or such other number or percentage of the Lenders as shall be necessary under the relevant circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable laws, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Restricted Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable to the Lenders or any other Secured Party for any action taken or not taken by it with the consent or at the request of the Required Lenders or Required Revolving Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the relevant circumstances as

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provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein.  The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any covenant, agreement or other term or condition set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any property, book or record of any Loan Party or any Affiliate thereof.

If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in writing.  Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise have under applicable law or otherwise to credit bid at any foreclosure sale, UCC sale, any sale under Section 363 of the Bankruptcy Code or other similar Dispositions of Collateral.  Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of the Obligations held by such Lender, including the filing of a proof of claim in a case under the Bankruptcy Code.

Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Borrower, the Administrative Agent and each Secured Party agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Guaranty; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by, the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the other Loan Documents may be exercised solely by, the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363 of the Bankruptcy Code), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such Disposition.

No holder of any Secured Hedging Obligation or Banking Services Obligation in its respective capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement.

Each of the Lenders hereby irrevocably authorizes (and by entering into a Hedge Agreement with respect to any Secured Hedging Obligation and/or by entering into documentation in connection with any Banking Services Obligation, each of the other Secured Parties hereby authorizes and shall be deemed to

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authorize) the Administrative Agent, on behalf of all Secured Parties to take any of the following actions upon the instruction of the Required Lenders:

(a)consent to the Disposition of all or any portion of the Collateral free and clear of the Liens securing the Secured Obligations in connection with any Disposition pursuant to the applicable provisions of the Bankruptcy Code, including Section 363 thereof;

(b)credit bid all or any portion of the Secured Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the Bankruptcy Code, including under Section 363 thereof;

(c)credit bid all or any portion of the Secured Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant to the applicable provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC;

(d)credit bid all or any portion of the Secured Obligations, or purchase all or any portion of the Collateral (in each case, either directly or through one or more acquisition vehicles), in connection with any foreclosure or other Disposition conducted in accordance with applicable law following the occurrence of an Event of Default, including by power of sale, judicial action or otherwise; and/or

(e)estimate the amount of any contingent or unliquidated Secured Obligations of such Lender or other Secured Party; it being understood that no Lender shall be required to fund any amount in connection with any purchase of all or any portion of the Collateral by the Administrative Agent pursuant to the foregoing clauses (b), (c) or (d) without its prior written consent.

Each Secured Party agrees that the Administrative Agent is under no obligation to credit bid any part of the Secured Obligations or to purchase or retain or acquire any portion of the Collateral; provided that, in connection with any credit bid or purchase described under clauses (b), (c) or (d) of the preceding paragraph, the Secured Obligations owed to all of the Secured Parties (other than with respect to contingent or unliquidated liabilities as set forth in the next succeeding paragraph) may be, and shall be, credit bid by the Administrative Agent on a ratable basis.

With respect to each contingent or unliquidated claim that is a Secured Obligation, the Administrative Agent is hereby authorized, but is not required, to estimate the amount thereof for purposes of any credit bid or purchase described in the second preceding paragraph so long as the estimation of the amount or liquidation of such claim would not unduly delay the ability of the Administrative Agent to credit bid the Secured Obligations or purchase the Collateral in the relevant Disposition.  In the event that the Administrative Agent, in its sole and absolute discretion, elects not to estimate any such contingent or unliquidated claim or any such claim cannot be estimated without unduly delaying the ability of the Administrative Agent to consummate any credit bid or purchase in accordance with the second preceding paragraph, then any contingent or unliquidated claims not so estimated shall be disregarded, shall not be credit bid, and shall not be entitled to any interest in the portion or the entirety of the Collateral purchased by means of such credit bid.

Each Secured Party whose Secured Obligations are credit bid under clauses (b), (c) or (d) of the third preceding paragraph shall be entitled to receive interests in the Collateral or any other asset acquired

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in connection with such credit bid (or in the Capital Stock of the acquisition vehicle or vehicles that are used to consummate such acquisition) on a ratable basis in accordance with the percentage obtained by dividing (x) the amount of the Secured Obligations of such Secured Party that were credit bid in such credit bid or other Disposition, by (y) the aggregate amount of all Secured Obligations that were credit bid in such credit bid or other Disposition.

In addition, in case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, each Secured Party agrees that the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure is then due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans or LC Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts to the extent due to the Lenders and the Administrative Agent under Sections 2.12 and 9.03) allowed in such judicial proceeding; and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.

Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent consents to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amount due to the Administrative Agent under Sections 2.12 and 9.03.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent has received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts

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selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it.  The Administrative Agent and any such subagent may perform any and all of their respective duties and exercise their respective rights and powers through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

The Administrative Agent may resign at any time by giving ten days’ written notice to the Lenders, the Issuing Banks and the Borrower.  If the Administrative Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent.  Upon receipt of any such notice of resignation or delivery of any such notice of removal, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent which shall be a commercial bank or trust company with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000; provided that during the existence and continuation of an Event of Default under Section 7.01(a) or, with respect to the Borrower, Section 7.01(f) or (g), no consent of the Borrower shall be required.  If no successor shall have been appointed as provided above and accepted such appointment within ten days after the retiring Administrative Agent gives notice of its resignation or the Administrative Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above (including, for the avoidance of doubt, consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that (x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders and the Issuing Banks that no qualifying Person has accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with such notice and (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for perfection purposes, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations required to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly (and each Lender and each Issuing Bank will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as provided for above in this Article 8.  Upon the acceptance of its appointment as Administrative Agent hereunder as a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder (other than its obligations under Section 9.13 hereof).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor Administrative Agent.  After the Administrative Agent’s resignation or removal hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents

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and their respective Related Parties in respect of any action taken or omitted to be taken by any of them while the relevant Person was acting as Administrative Agent (including for this purpose holding any collateral security following the retirement or removal of the Administrative Agent).  Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent.

Notwithstanding anything to the contrary contained herein, UBS may, upon ten days’ prior written notice to the Borrower, each Issuing Bank and the Lenders, resign as Issuing Bank and/or Swingline Lender, which resignation shall be effective as of the date referenced in such notice (but in no event less than ten days after the delivery of such written notice); it being understood that in the event of any such resignation, any Letter of Credit then outstanding shall remain outstanding (irrespective of whether any amounts have been drawn at such time).  In the event of any such resignation as an Issuing Bank or the Swingline Lender, the Borrower shall, unless an Event of Default under Section 7.01(a) or, with respect to the Borrower, Section 7.01(f) or (g) then exists, be entitled to appoint any Revolving Lender that is willing to accept such appointment as successor Issuing Bank or Swingline Lender hereunder. Upon the acceptance of any appointment as Issuing Bank or Swingline Lender hereunder by a successor Issuing Bank or Swingline Lender, as applicable, such successor Issuing Bank or Swingline Lender, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as applicable, and the retiring Issuing Bank or Swingline Lender, as applicable, shall be discharged from its duties and obligations in such capacity hereunder.  In the event the successor Swingline Lender resigns, the Borrower shall promptly repay all outstanding Swingline Loans on the effective date of such resignation (which repayment may be effectuated with the proceeds of a Borrowing).

Each of each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each of each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their respective Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.  Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Issuing Banks by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender or any Issuing Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any of its Related Parties.

Notwithstanding anything to the contrary herein, the Arrangers shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, except in their respective capacities, as applicable, as the Administrative Agent, an Issuing Bank or a Lender hereunder.

Each Secured Party irrevocably authorizes and instructs the Administrative Agent to, and the Administrative Agent shall,

(a)release any Lien on any property granted to or held by Administrative Agent under any Loan Document (i) upon the occurrence of the Termination Date, (ii) that is sold or to be sold or transferred as part of or in connection with any Disposition permitted under the Loan Documents to a Person that is not a Loan Party, (iii) that does not constitute (or ceases to constitute) Collateral, (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary

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Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below or (vi) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02;

(b)subject to Section 9.22, release any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Event of Default exists, (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2));

(c)subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.02(d), 6.02(e), 6.02(g), 6.02(m), 6.02(n), 6.02(o), 6.02(q), 6.02(r), 6.02(x), 6.02(y), 6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(dd), 6.02(ee) and 6.02(ff) (and any Refinancing Indebtedness in respect of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); and

(d)enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness secured by Liens permitted by Sections 6.02(u) and 6.02(hh) and Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement.

Upon the request of the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Loan Party from its obligations under the Guarantee or its Lien on any Collateral pursuant to this Article 8.  In each case as specified in this Article 8, the Administrative Agent will (and each Lender, and Issuing Bank hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest therein, or to release such Loan Party from its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Article 8.

The Administrative Agent is authorized to enter into any intercreditor agreement contemplated hereby with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement (any such intercreditor agreement, an “Additional Agreement”), and the parties hereto acknowledge that any Additional Agreement is binding upon them.  Each Lender and Issuing Bank (a) hereby agrees that it will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into any Additional Agreement and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof.  The foregoing provisions are intended as an inducement to the Secured Parties to

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extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries of such provisions and the provisions of any Additional Agreement.

To the extent that the Administrative Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

ARTICLE 9MISCELLANEOUS

Section 9.01. Notices.

(a)Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email, as follows:

(i)if to any Loan Party, to such Loan Party in the care of the Borrower at:

World Triathlon Corporation,

2701 North Rocky Point Drive

Suite 1250

Tampa, FL 33607

Telephone: (813) 868-3565

Facsimile: (813) 868-5930

Attention: J. Patrick Gramling

Email:  Patrick.Gramling@ironman.com

with copy to (which shall not constitute notice to any Loan Party):

Providence Equity Partners L.L.C.

9 West 57th Street

Suite 4700

New York, NY  10019

Telephone: 212-588-6700

Facsimile: 212-588-6701

Attention: Davis Noell

Email:  d.noell@provequity.com

(ii)if to the Administrative Agent, at:

UBS AG Stamford Branch

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677 Washington Boulevard, 6th Floor

Stamford, Connecticut 06901

Telephone: 203-719-4319

Facsimile:203-719-4176

Attention: BPS Agency

Email: DL-UBSAgency@ubs.com

with a copy to (which shall not constitute notice to the Administrative Agent)

Paul Hastings

75 East 55th Street

New York, NY  10022

Telephone: +1 (212) 318-6434

Facsimile: +1 (212) 303-7045

Attention:  Richard Farley

(iii)if to any Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.

All such notices and other communications (A) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof or three Business Days after dispatch if sent by certified or registered mail, in each case, delivered, sent or mailed (properly addressed) to the relevant party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01 or (B) sent by facsimile shall be deemed to have been given when sent and when receipt has been confirmed by telephone; provided that received notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, such notices or other communications shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).

(b)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or Intranet websites) pursuant to procedures set forth herein or otherwise approved by the Administrative Agent.  The Administrative Agent or the Borrower (on behalf of any Loan Party) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures set forth herein or otherwise approved by it; provided that approval of such procedures may be limited to particular notices or communications.  All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or Intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Any party hereto may change its address or facsimile number or other notice information hereunder by notice to the other parties hereto.

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Section 9.02. Waivers; Amendments.

(a)No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same is permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, to the extent permitted by law, the making of a Loan or the issuance of any Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.

(b)Subject to clauses (A), (B) and (C) of this Section 9.02(b) and Sections 9.02(c) and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the terms of such other Loan Documents), pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Loan Party that is party thereto, with the consent of the Required Lenders; provided that, notwithstanding the foregoing:

(A)except with the consent of each Lender directly and adversely affected thereby (but without the consent of the Required Lenders), no such agreement shall;

(1)increase the Commitment or Additional Commitment of such Lender (other than with respect to any Incremental Facility pursuant to Section 2.22 in respect of which such Lender has agreed to be an Additional Lender); it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments or Additional Commitments shall constitute an increase of any Commitment or Additional Commitment of such Lender;

(2)reduce or forgive the principal amount of any Loan or any amount due on any Loan Installment Date;

(3)(x) extend the scheduled final maturity of any Loan or (y) postpone any Loan Installment Date, any Interest Payment Date or the date of any scheduled payment of any fee payable hereunder (in each case, other than any extension for administrative reasons agreed to by the Administrative Agent);

(4)reduce the rate of interest (other than to waive any Default or Event of Default or obligation of the Borrower to pay interest at the default rate of interest under Section 2.13(d)) or the amount of any fee owed to

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such Lender; it being understood that no change in the definition of “First Lien Leverage Ratio” or any other ratio used in the calculation of the Applicable Rate or the Commitment Fee Rate, or in the calculation of any other interest or fee due hereunder (including any component definition thereof) shall constitute a reduction in any rate of interest or fee hereunder;

(5)extend the expiry date of such Lender’s Commitment or Additional Commitment; it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments or Additional Commitments shall constitute an extension of any Commitment or Additional Commitment of any Lender; and

(6)waive, amend or modify the provisions of Sections 2.18(b) or 2.18(c) of this Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby (except in connection with any transaction permitted under Sections 2.22, 2.23, 9.02(c) and/or 9.05(g) or as otherwise provided in this Section 9.02); and (B) no such agreement shall:

(1)change (x) any of the provisions of Section 9.02(a) or Section 9.02(b) or the definition of “Required Lenders” to reduce any voting percentage required to waive, amend or modify any right thereunder or make any determination or grant any consent thereunder, without the prior written consent of each Lender or (y) the definition of “Required Revolving Lenders” without the prior written consent of each Revolving Lender (it being understood that the consent of the Required Lenders shall not be required in connection with any change to the definition of “Required Revolving Lenders”);

(2)release all or substantially all of the Collateral from the Lien granted pursuant to the Loan Documents (except as otherwise permitted herein or in the other Loan Documents, including pursuant to Article 8 or Section 9.22 hereof), without the prior written consent of each Lender; or

(3)release all or substantially all of the value of the Guarantees under the Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents, including pursuant to Section 9.22 hereof), without the prior written consent of each Lender; and

(C)solely with the consent of the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender), any such agreement may waive, amend or modify Section 6.15 (or the definition of “First Lien Leverage Ratio” or any component definition thereof, in each case, as any such definition is used solely for purposes of Section 6.15) (other than, in the case of Section 6.15(a), for purposes of determining compliance with such Section as a condition to taking any action under this Agreement).

provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline

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Lender, as the case may be.  The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.05, Commitment reductions or terminations pursuant to Section 2.09, incurrences of Additional Commitments or Additional Loans pursuant to Sections 2.22, 2.23 or 9.02(c) and reductions or terminations of any such Additional Commitments or Additional Loans.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) any waiver, amendment or modification that increases the Commitment of any Defaulting Lender, extends the maturity of any Facility under which any Defaulting Lender is a Lender or forgives or reduces principal of, or interest on, any Loan owing to any Defaulting Lender shall require the consent of such Defaulting Lender and (y) any other waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting Lender (it being understood that any Commitment, Additional Commitment or Loan held or deemed held by any Defaulting Lender shall be excluded from any vote hereunder that requires the consent of any Lender, except as expressly provided in this sentence).  Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit any extension of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the relevant benefits of this Agreement and the other Loan Documents and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders on substantially the same basis as the Lenders prior to such inclusion.

(c)Notwithstanding the foregoing, this Agreement may be amended:

(i)with the written consent of the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing or replacement of all or any portion of the outstanding Initial Term Loans or any then-existing Additional Term Loans under the applicable Class (any such loans being refinanced or replaced, the “Replaced Term Loans”) with one or more replacement term loans hereunder (“Replacement Term Loans”) pursuant to a Refinancing Amendment; provided that

(A)the aggregate principal amount of any Replacement Term Loans shall not exceed the aggregate principal amount of the Replaced Term Loans (plus (1) any additional amounts permitted to be incurred under Section 6.01(a), (q), (u), (w) and/or (z) and, to the extent any such additional amounts are secured, the related Liens are permitted under Section 6.02(k) (with respect to Liens securing Indebtedness permitted by Section 6.01(a), (q), (u), (w) or (z)), (o)(ii), (u) and/or (hh) and plus (2) the amount of accrued interest and premium (including tender premium) thereon and underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses associated therewith),

(B)any Replacement Term Loans must have a final maturity date that is equal to or later than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Replaced Term Loans at the time of the relevant refinancing,

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(C)any Replacement Term Loans may be pari passu or junior in right of payment and pari passu or junior with respect to the Collateral with the remaining portion of the Initial Term Loans or Additional Term Loans (provided that if pari passu or junior as to payment or Collateral, such Replacement Term Loans shall be subject to a customary intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower (which may consist of a payment waterfall) and may be, at the option of the Administrative Agent and the Borrower, documented in a separate agreement or agreements), or be unsecured,

(D)if any Replacement Term Loans are secured, such Replacement Term Loans may not be secured by any assets other than the Collateral,

(E)if any Replacement Term Loans are guaranteed, such Replacement Term Loans may not be guaranteed by any Person other than one or more of the Loan Parties,

(F)any Replacement Term Loans that are pari passu in right of payment and pari passu in right of security may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayment or prepayment in respect of the Initial Term Loans (and any Additional Term Loans then subject to ratable repayment requirements), in each case as agreed by the Borrower and the Lenders providing the relevant Replacement Term Loans,

(G)any Replacement Term Loans shall have pricing (including interest, fees and premiums) and, subject to preceding clause (F), optional prepayment and redemption terms as the Borrower and the Lenders providing such Replacement Term Loans may agree,

(H)no Default under Sections 7.01(a), 7.01(f) or 7.01(g) or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Term Loans, and

(I)either (i) the other terms and conditions of any Replacement Term Loans (excluding pricing, interest, fees, rate floors, premiums, optional prepayment or redemption terms, security and maturity, subject to preceding clauses (B) through (G)) shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than covenants or other provisions applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of incurrence of such Replacement Term Loans)) or (ii) such Replacement Term Loans shall be provided on then-current market terms for the applicable type of Indebtedness, and

(ii)with the written consent of the Borrower and the Lenders (including, if applicable, any issuing bank and swingline lender) providing the relevant Replacement Revolving Facility to permit the refinancing or replacement of all or any portion of the Revolving Credit

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Commitment or any Additional Revolving Commitment under the applicable Class (any such Revolving Credit Commitment or Additional Revolving Commitment being refinanced or replaced, a “Replaced Revolving Facility”) with a replacement revolving facility hereunder (a “Replacement Revolving Facility”) pursuant to a Refinancing Amendment; provided that:

(A)the aggregate principal amount of any Replacement Revolving Facility shall not exceed the aggregate principal amount of the Replaced Revolving Facility (plus (x) any additional amounts permitted to be incurred under Section 6.01(a), (q), (u), (w) and/or (z) and, to the extent any such additional amounts are secured, the related Liens are permitted under Section 6.02(k) (with respect to Liens securing Indebtedness permitted by Section 6.01(a), (q), (u), (w) or (z)), (o)(ii), (u) and/or (hh) and plus (y) the amount of accrued interest and premium thereon, any committed but undrawn amounts and underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses associated therewith),

(B)no Replacement Revolving Facility may have a final maturity date (or require commitment reductions) prior to the final maturity date of the relevant Replaced Revolving Facility at the time of such refinancing,

(C)any Replacement Revolving Facility may be pari passu or junior in right of payment and pari passu or junior with respect to the Collateral with the remaining portion of the Revolving Credit Commitments or Additional Revolving Commitments (provided that if pari passu or junior as to payment or Collateral, such Replacement Revolving Facility shall be subject to a customary intercreditor agreement on terms reasonably satisfactory to the Administrative Agent and the Borrower (which may consist of a payment waterfall) and may be, at the option of the Administrative Agent and the Borrower, documented in a separate agreement or agreements), or be unsecured,

(D)if any Replacement Revolving Facility is secured, it may not be secured by any assets other than the Collateral,

(E)if any Replacement Revolving Facility is guaranteed, it may not be guaranteed by any Person other than one or more of the Loan Parties,

(F)any Replacement Revolving Facility shall be subject to the “ratability” provisions applicable to Extended Revolving Credit Commitments and Extended Revolving Loans set forth in the proviso to clause (ii) of Section 2.23(a), mutatis mutandis, to the same extent as if fully set forth in this Section 9.02(c)(ii),

(G)any Replacement Revolving Facility shall have pricing (including interest, fees and premiums) and, subject to preceding

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clause (F), optional prepayment and redemption terms as the Borrower and the Lenders providing such Replacement Revolving Facility may agree,

(H)no Default under Sections 7.01(a), 7.01(f) or 7.01(g) or Event of Default shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Revolving Facility, and

(I)either (i) the other terms and conditions of any Replacement Revolving Facility (excluding pricing, interest, fees, rate floors, premiums, optional prepayment or redemption terms, security and maturity, subject to preceding clauses (B) through (G)) shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing such Replacement Revolving Facility than those applicable to the Replaced Revolving Facility (other than covenants or other provisions applicable only to periods after the Latest Revolving Loan Maturity Date (in each case, as of the date of incurrence of the relevant Replacement Revolving Facility)) or (ii) such Replacement Revolving Facility shall be provided on then-current market terms for the applicable type of Indebtedness, and

(J)the commitments in respect of the Replaced Revolving Facility shall be terminated, and all loans outstanding thereunder and all fees in connection therewith shall be paid in full, in each case on the date such Replacement Revolving Facility is implemented;

provided, further, that, in respect of each of clauses (i) and (ii) of this clause (c), any Non-Debt Fund Affiliate and Debt Fund Affiliate shall (x) be permitted (without Administrative Agent consent) to provide any Replacement Term Loans, it being understood that in connection with such Replacement Term Loans, the relevant Non-Debt Fund Affiliate or Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such Persons under Section 9.05 as if such Replacement Term Loans were Term Loans and (y) any Debt Fund Affiliate (but not any Non-Debt Fund Affiliate) may provide any Replacement Revolving Facility.

Each party hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be amended by the Borrower, the Administrative Agent and the Lenders providing the relevant Replacement Term Loans or the Replacement Revolving Facility, as applicable, to the extent (but only to the extent) necessary to reflect the existence and terms of such Replacement Term Loans or Replacement Revolving Facility, as applicable, incurred or implemented pursuant thereto (including any amendment necessary to treat the loans and commitments subject thereto as a separate “tranche” and “Class” of Loans and/or commitments hereunder).  It is understood that any Lender approached to provide all or a portion of any Replacement Term Loans or any Replacement Revolving Facility may elect or decline, in its sole discretion, to provide such Replacement Term Loans or Replacement Revolving Facility.

(d)Notwithstanding anything to the contrary contained in this Section 9.02 or any other provision of this Agreement or any provision of any other Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any Lender, amend, supplement and/or waive any guaranty, collateral security agreement, pledge agreement and/or related document (if any) executed in connection with this Agreement to (x) comply with Requirements of Law or the advice of counsel or (y)

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cause any such guaranty, collateral security agreement, pledge agreement or other document to be consistent with this Agreement and/or the relevant other Loan Documents, (ii) the Borrower and the Administrative Agent may, without the input or consent of any other Lender (other than the relevant Lenders (including Additional Lenders) providing Loans under such Sections), effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Sections 2.22, 2.23, 5.12, 6.13 or 9.02(c), or any other provision specifying that any waiver, amendment or modification may be made with the consent or approval of the Administrative Agent and (iii) if the Administrative Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical nature or any necessary or desirable technical change, in each case, in any provision of any Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision solely to address such matter as reasonably determined by them acting jointly.

Section 9.03. Expenses; Indemnity.

(a)The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by each Arranger, the Administrative Agent, the Issuing Banks and their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented outof-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the syndication and distribution (including via the Internet or through a service such as Intralinks) of the Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Borrower) and (ii) all reasonable and documented out-ofpocket expenses incurred by the Administrative Agent, the Arrangers, the Issuing Banks or the Lenders or any of their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section, or in connection with the Loans made and/or Letters of Credit issued hereunder.  Except to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within 30 days of receipt of an invoice setting forth such expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

(b)The Borrower shall indemnify each Arranger, the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages and liabilities (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and solely in the case of an actual or perceived conflict of interest, (x) one additional counsel to all affected Indemnitees, taken as a whole, and (y) one additional local counsel to all affected Indemnitees, taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby (except for any Taxes, which shall be governed exclusively by Section 2.17), (ii) the use of the

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proceeds of the Loans or any Letter of Credit or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such loss, claim, damage, or liability (i) is determined by a final and non-appealable judgment of a court of competent jurisdiction (or documented in any settlement agreement referred to below) to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or, to the extent such judgment finds (or such settlement agreement acknowledges) that any such loss, claim, damage, or liability has resulted from such Person’s material breach of the Loan Documents or (ii) arises out of any claim, litigation, investigation or proceeding brought by such Indemnitee against another Indemnitee (other than any claim, litigation, investigation or proceeding that is brought by or against the Administrative Agent, the Issuing Bank or any Arranger, acting in its capacity as the Administrative Agent, the Issuing Bank or as an Arranger) that does not involve any act or omission of the Sponsor, Holdings, the Borrower or any of its subsidiaries.  Each Indemnitee shall be obligated to refund or return any and all amounts paid by the Borrower pursuant to this Section 9.03(b) to such Indemnitee for any fees, expenses, or damages to the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof.  All amounts due under this paragraph (b) shall be payable by the Borrower within 30 days (x) after written demand therefor, in the case of any indemnification obligations and (y) in the case of reimbursement of costs and expenses, after receipt of an invoice, setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement request.

(c)The Borrower shall not be liable for any settlement of any proceeding effected without its consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if any proceeding is settled with the Borrower’s written consent, or if there is a final judgment against any Indemnitee in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee to the extent and in the manner set forth above.  The Borrower shall not, without the prior written consent of the affected Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding and (ii) such settlement does not include any statement as to any admission of fault or culpability.

Section 9.04. Waiver of Claim.  To the extent permitted by applicable law, no party to this Agreement shall assert, and each hereby waives, any claim against any other party hereto or any Related Party thereof, 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 agreement or instrument contemplated hereby, the Transactions, any Loan or any Letter of Credit or the use of the proceeds thereof, except, in the case of any claim by any Indemnitee against any of the Borrower, to the extent such damages would otherwise be subject to indemnification pursuant to the terms of Section 9.03.

Section 9.05. Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that (i) except as provided under Section 6.07, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or

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otherwise transfer its rights or obligations hereunder except in accordance with the terms of this Section (any attempted assignment or transfer not complying with the terms of this Section shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and permitted assigns, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Arrangers, the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of any Loan or Additional Commitment added pursuant to Sections 2.22, 2.23 or 9.02(c) at the time owing to it) with the prior written consent (not to be unreasonably withheld or delayed) of:

(A)the Borrower; provided that the Borrower shall be deemed to have consented to any such assignment unless it has objected thereto by written notice to the Administrative Agent within 15 Business Days after receiving written notice thereof; provided, further, that no consent of the Borrower shall be required (x) for any assignment of (1) Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or Additional Revolving Commitments to another Revolving Lender or (2) Initial Term Loans, Additional Term Loans, Initial Term Loan Commitments or Additional Term Commitments to another Lender, an Affiliate of any Lender or an Approved Fund, or (y) if an Event of Default under Section 7.01(a) or Sections 7.01(f) or (g) (solely with respect to the Borrower) exists;

(B)the Administrative Agent; provided that no consent of the Administrative Agent shall be required for any assignment to another Lender, any Affiliate of a Lender or any Approved Fund; and

(C)in the case of the Revolving Facility or any Additional Revolving Facility, each Issuing Bank and the Swingline Lender.

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of any assignment to another Lender, any Affiliate of any Lender or any Approved Fund or any assignment of the entire remaining amount of the relevant assigning Lender’s Loans or commitments of any Class, the principal amount of Loans or commitments of the assigning Lender subject to the relevant assignment (determined as of the date on which the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds or by Related Funds) shall not be less than (x) $1,000,000, in the case of Initial Term Loans, Additional Term Loans, Initial Term Loan Commitments and Additional Term Commitments and (y) $5,000,000 in the case of Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or

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Additional Revolving Commitments unless the Borrower and the Administrative Agent otherwise consent;

(B)any partial assignment shall be made as an assignment of a proportionate part of all the relevant assigning Lender’s rights and obligations under this Agreement;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

(D)the relevant Eligible Assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) an Administrative Questionnaire and (2) any Internal Revenue Service form required under Section 2.17.

(iii)Subject to the acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in any Assignment and Assumption, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned pursuant to such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be (A) entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 with respect to facts and circumstances occurring on or prior to the effective date of such assignment and (B) subject to its obligations thereunder and under Section 9.13).  If any assignment by any Lender holding any Promissory Note is made after the issuance of such Promissory Note, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender such Promissory Note to the Administrative Agent for cancellation, and, if requested by either the assignee or the assigning Lender, the Borrower shall issue and deliver a new Promissory Note to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(iv)The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and their respective successors and assigns, and the commitment of, and principal amount of and interest on the Loans and LC Disbursements owing to, each Lender or Issuing Bank pursuant to the terms hereof from time to time (the “Register”).  Failure to make any such recordation, or any error in such

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recordation, shall not affect the Borrower’s obligations in respect of such Loans and LC Disbursements.  The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, each Issuing Bank and each Lender (but only as to its own holdings), at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, the Eligible Assignee’s completed Administrative Questionnaire and any tax certification required by Section 9.05(b)(ii)(D)(2) (unless the assignee is already a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section, if applicable, and any written consent to the relevant assignment required by paragraph (b) of this Section, the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(vi)By executing and delivering an Assignment and Assumption, the assigning Lender and the Eligible Assignee thereunder shall be deemed to confirm and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that the amount of its commitments, and the outstanding balances of its Loans, in each case without giving effect to any assignment thereof which has not become effective, are as set forth in such Assignment and Assumption; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Restricted Subsidiary or the performance or observance by the Borrower or any Restricted Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (C) such assignee represents and warrants that it is an Eligible Assignee, legally authorized to enter into such Assignment and Assumption; (D) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (E) such assignee will independently and without reliance upon the Administrative Agent, the assigning Lender or any other Lender and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent, by the terms hereof, together with such powers as are reasonably incidental thereto and

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(G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(c)(i) Any Lender may, without the consent of the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender, sell participations to any bank or other entity (other than to any Disqualified Institution, any natural Person or, other than with respect to any participation to any Debt Fund Affiliate (any such participations to a Debt Fund Affiliate being subject to the limitation set forth in the first proviso of the penultimate paragraph set forth in Section 9.05(g), as if the limitation applied to such participations), the Borrower or any of its Affiliates) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which any Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the relevant Participant, agree to any amendment, modification or waiver described in (x) clause (A) of the first proviso to Section 9.02(b) that directly and adversely affects the Loans or commitments in which such Participant has an interest and (y) clauses (B)(1), (2) or (3) of the first proviso to Section 9.02(b).  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender, and if additional amounts are required to be paid pursuant to Section 2.17(a) or Section 2.17(c), to the Borrower upon reasonable written request by the Borrower).  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii) No Participant shall be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent expressly acknowledging such Participant may receive a greater benefit.  Any Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(f) as though it were a Lender and to deliver the tax forms required to claim an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document and then only to the extent of any amount to which such Lender would be entitled in the absence of any such participation (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender, and

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if additional amounts are required to be paid pursuant to Section 2.17(a) or Section 2.17(c), to the Borrower upon reasonable written request by the Borrower).

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and their respective successors and assigns, and the principal amounts and stated interest of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to any Participant’s interest in any Commitment, Loan, Letter of Credit or any other obligation under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and each Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (other than to any Disqualified Institution or any natural person) to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to any Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 9.05 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if a SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.  The making of any Loan by an SPC hereunder shall utilize the Commitment or Additional Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 2.15, 2.16 or 2.17) and no SPC shall be entitled to any greater amount under Section 2.13, 2.14 or 2.15 or any other provision of this Agreement or any other Loan Document than the Granting Lender would have been entitled to receive, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (iii) the Granting Lender shall for all purposes including approval of any amendment, waiver or other modification of any provision of the Loan Documents, remain the Lender of

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record hereunder.  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the U.S. or any State thereof; provided that (i) such SPC’s Granting Lender is in compliance in all material respects with its obligations to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during such period of forbearance.  In addition, notwithstanding anything to the contrary contained in this Section 9.05, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guaranty or credit or liquidity enhancement to such SPC.

(f)Any assignment or participation by a Lender without the Borrower’s consent (A) to any Disqualified Institution or any Affiliate thereof or (B) to the extent the Borrower’s consent is required under this Section 9.05, to any other Person, shall be null and void, and the Borrower and/or the Borrower shall be entitled to seek specific performance to unwind any such assignment or participation in addition to injunctive relief or any other remedies available to the Borrower at law or in equity.  Upon the request of any Lender, the Borrower shall make available to such Lender the list of Disqualified Institutions at the relevant time and such Lender may provide the list to any potential assignee for the purpose of verifying whether such Person is a Disqualified Institution.

(g)Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Initial Term Loans or Additional Term Loans to an Affiliated Lender on a non-pro rata basis (A) through Dutch Auctions open to all Lenders holding the relevant Initial Term Loans or such Additional Term Loans, as applicable, on a pro rata basis or (B) through open market purchases, in each case with respect to clauses (A) and (B), without the consent of the Administrative Agent; provided that:

(i)any Initial Term Loans or Additional Term Loans acquired by Holdings, the Borrower or any of its subsidiaries shall be retired and cancelled immediately upon the acquisition thereof; provided that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Initial Term Loans or Additional Term Loans, as applicable, shall be deemed reduced by the full par value of the aggregate principal amount of the Initial Term Loans or Additional Term Loans so retired and cancelled, and each principal repayment installment with respect to the Term Loans pursuant to Section 2.10(a) shall be reduced on a pro rata basis by the full par value of the aggregate principal amount of Term Loans so cancelled;

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(ii)any Initial Term Loans or Additional Term Loans acquired by any NonDebt Fund Affiliate may (but shall not be required to) be contributed to the Borrower or any of its subsidiaries for purposes of cancelling such Indebtedness (it being understood that any such Initial Term Loans or Additional Term Loans shall be retired and cancelled immediately upon such contribution); provided that upon any such cancellation, the aggregate outstanding principal amount of the Initial Term Loans or Additional Term Loans, as applicable, shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of the Initial Term Loans or Additional Term Loans so contributed and cancelled, and each principal repayment installment with respect to the Initial Term Loans pursuant to Section 2.10(a) shall be reduced pro rata by the full par value of the aggregate principal amount of Initial Term Loans so contributed and cancelled;

(iii)the relevant Affiliated Lender and assigning Lender shall have executed an Affiliated Lender Assignment and Assumption;

(iv)after giving effect to such assignment and to all other assignments to all Affiliated Lenders, the aggregate principal amount of all Initial Term Loans and Additional Term Loans then held by all Affiliated Lenders shall not exceed 25% of the aggregate principal amount of the Initial Term Loans and Additional Term Loans then outstanding (after giving effect to any substantially simultaneous cancellations thereof) (the “Affiliated Lender Cap”); provided that each party hereto acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (g)(iv) or any purported assignment exceeding the Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender (other than any Debt Fund Affiliate) by any Affiliated Lender or the provision of Additional Term Loans by any Affiliated Lender); provided, further, that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all Initial Term Loans and Additional Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be null and void;

(v)in connection with any assignment effected pursuant to a Dutch Auction and/or open market purchase conducted by Holdings, the Borrower or any of its Restricted Subsidiaries, (A) the relevant Person may not use the proceeds of any Revolving Loans or Additional Revolving Loans to fund such assignment and (B) no Default or Event of Default shall exist at the time of acceptance of bids for the Dutch Auction or the confirmation of such open market purchase, as applicable; and

(vi)by its acquisition of Term Loans, each relevant Affiliated Lender shall be

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deemed to have acknowledged and agreed that:

(A)the Term Loans held by such Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Required Lender or other Lender vote (and the Term Loans held by such Affiliated Lender shall be deemed to be voted pro rata along with the other Lenders that are not Affiliated Lenders); provided that (x) such Affiliated Lender shall have the right to vote (and the Term Loans held by such Affiliated Lender shall not be so disregarded) with respect to any amendment, modification, waiver, consent or other action that requires the vote of all Lenders or all Lenders directly and adversely affected thereby, as the case may be, and (y) no amendment, modification, waiver, consent or other action shall (1) disproportionately affect such Affiliated Lender in its capacity as a Lender as compared to other Lenders of the same Class that are not Affiliated Lenders or (2) deprive any Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis hereunder, in each case, without the consent of such Affiliated Lender; and

(B)such Affiliated Lender, solely in its capacity as an Affiliated Lender, will not be entitled to (i) attend (including by telephone) or participate in any meeting or discussion (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available by the Administrative Agent or any Lender to any Loan Party or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Initial Term Loans or Additional Term Loans required to be delivered to Lenders pursuant to Article 2); and

(vii)no Affiliated Lender shall be required to represent or warrant that it is not in possession of material non-public information with respect to Holdings, the Borrower and/or any subsidiary thereof and/or their respective securities in connection with any assignment permitted by this Section 9.05(g).

Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Initial Term Loans, Additional Term Loans, Revolving Credit Commitments or Additional Revolving Commitments to any Debt Fund Affiliate, and any Debt Fund Affiliate may, from time to time, purchase Initial Term Loans, Additional Term Loans, Revolving Credit Commitments or Additional Revolving Commitments (x) on a non-pro rata basis through Dutch Auctions open to all applicable Lenders or (y) on a non-pro rata basis through open market purchases without the consent of the Administrative Agent, in each case, notwithstanding the requirements set forth in subclauses (i) through (vii) of this clause (g); provided that the Initial Term Loans, Additional Term Loans and unused commitments and other Loans of all Debt Fund Affiliates shall not account for more than 49.9% of the amounts included in determining whether the Required Lenders or Required Revolving Lenders have (A) consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party

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therefrom, or subject to the immediately succeeding paragraph, any plan of reorganization pursuant to the Bankruptcy Code, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document.  Any Initial Term Loans or Additional Term Loans acquired by any Debt Fund Affiliate may (but shall not be required to) be contributed to the Borrower or any of its subsidiaries for purposes of cancelling such Indebtedness (it being understood that any Initial Term Loans or Additional Term Loans so contributed shall be retired and cancelled immediately upon thereof); provided that upon any such cancellation, the aggregate outstanding principal amount of the Initial Term Loans or Additional Term Loans shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal amount of the Initial Term Loans or Additional Term Loans so contributed and cancelled, and each principal repayment installment with respect to the Initial Term Loans pursuant to Section 2.10(a) shall be reduced pro rata by the full par value of the aggregate principal amount of Initial Term Loans so contributed and cancelled.

Notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Affiliated Lender hereby agrees that, if a proceeding under any Debtor Relief Law is commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Initial Term Loans or Additional Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Initial Term Loans or Additional Term Loans held by it as the Administrative Agent directs; provided that in connection with any matter that proposes to treat any Obligations held by such Affiliated Lender in a manner that is different than the proposed treatment of similar Obligations held by Lenders that are not Affiliates, (a) such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) and (b) the Administrative Agent shall not be entitled to vote on behalf of such Affiliated Lender.  Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Initial Term Loans or Additional Term Loans and participations therein and not in respect of any other claim or status that such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of (but subject to the limitations set forth in) this paragraph.

Section 9.06. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letter of Credit regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Termination Date.  The provisions of Sections 2.15, 2.16, 2.17, 9.03 and 9.13 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Credit Commitment or any Additional Commitment, the occurrence of the Termination Date or the termination of this Agreement or any provision hereof but in each case, subject to the limitations set forth in this Agreement.

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Section 9.07. Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and the Fee Letter and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  This Agreement shall become effective when it has been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent has received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.08. Severability.  To the extent permitted by law, any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.09. Right of Setoff.  At any time when an Event of Default exists, upon the written consent of the Administrative Agent and each Issuing Bank, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (in any currency) at any time owing by the Administrative Agent, such Issuing Bank or such Lender or Affiliate (including by branches and agencies of the Administrative Agent, such Issuing Bank or such Lender, wherever located) to or for the credit or the account of the Borrower or any Loan Party against any of and all the Secured Obligations held by the Administrative Agent, such Issuing Bank or such Lender or Affiliate, irrespective of whether or not the Administrative Agent, such Issuing Bank or such Lender or Affiliate shall have made any demand under the Loan Documents and although such obligations may be contingent or unmatured or are owed to a branch or office of such Lender or Issuing Bank different than the branch or office holding such deposit or obligation on such Indebtedness. Any applicable Lender, Issuing Bank or Affiliate shall promptly notify the Borrower and the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section.  The rights of each Lender, each Issuing Bank, the Administrative Agent and each Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender, such Issuing Bank, the Administrative Agent or such Affiliate may have.

Section 9.10. Governing Law; Jurisdiction; Consent to Service of Process.

(a)THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN THE OTHER LOAN DOCUMENTS), WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b)EACH PARTY HERETO HEREBY IRREVOCABLY AND

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UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK (OR ANY APPELLATE COURT THEREFROM) OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL (EXCEPT AS PERMITTED BELOW) BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, FEDERAL COURT.  EACH PARTY HERETO AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH PERSON SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT.  EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  EACH PARTY HERETO AGREES THAT THE ADMINISTRATIVE AGENT RETAINS THE RIGHT TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY COLLATERAL DOCUMENT.

(c)EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT.

(d)TO THE EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL) DIRECTED TO IT AT ITS ADDRESS FOR NOTICES AS PROVIDED FOR IN SECTION 9.01.  EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY LOAN DOCUMENT THAT SERVICE OF PROCESS WAS INVALID AND INEFFECTIVE.  NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 9.11. Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE

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OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.12. Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.13. Confidentiality.  Each of the Administrative Agent, each Lender, each Issuing Bank and each Arranger agrees (and each Lender agrees to cause its SPC, if any) to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its and its Affiliates’ directors, officers, managers, employees, independent auditors, agents, service providers, or other experts and advisors, including accountants, legal counsel and other advisors (collectively, the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of the Confidential Information and are or have been advised of their obligation to keep the Confidential Information of this type confidential; provided that such Person shall be responsible for its Affiliates’ and their Representatives’ compliance with this paragraph; provided, further, that unless the Borrower otherwise consents, no such disclosure shall be made by the Administrative Agent, any Issuing Bank, any Arranger, any Lender or any Affiliate or Representative thereof to any Affiliate or Representative of the Administrative Agent, any Issuing Bank, any Arranger, or any Lender that (i) is engaged as a principal primarily in private equity, mezzanine financing or venture capital or (ii) is a Disqualified Institution, (b) upon the demand or request of any regulatory or governmental authority (including any self-regulatory body) purporting to have jurisdiction over such Person or its Affiliates (in which case such Person shall, except with respect to any audit or examination conducted by bank accountants or any Governmental Authority or regulatory or self-regulatory authority exercising examination or regulatory authority, to the extent permitted by law, (i) inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any information so disclosed is accorded confidential treatment), (c) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required by applicable Requirements of Law (in which case such Person shall (i) to the extent permitted by law, inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (d) to any other party to this Agreement, (e) subject to an acknowledgment and agreement by the relevant recipient that the Confidential Information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as otherwise reasonably acceptable to the Borrower and the Administrative Agent, including as set forth in the Information Memorandum) in accordance with the standard syndication process of the Arrangers or market standards for dissemination of the relevant type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access the Confidential Information and acknowledge its confidentiality obligations in respect thereof, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or prospective Participant in, any of its rights or obligations under this Agreement, including any SPC (in each case other than a Disqualified Institution), (ii) any pledgee referred to in Section 9.05, (iii) any actual or prospective, direct or indirect contractual counterparty (or its advisors) to any Derivative Transaction (including any credit default swap) or similar derivative product to which any Loan Party is a party and (iv) subject to the Borrower’s prior approval of the information to be disclosed (not to be unreasonably withheld or delayed), to Moody’s or S&P on a confidential basis in connection with obtaining or maintaining ratings as required under Section 5.13, (f) with the prior written consent of the Borrower and (g) to the extent the Confidential Information becomes publicly available other than as a result of a breach of this Section by such Person, its Affiliates or their respective Representatives.  For purposes of this Section, “Confidential Information” means all information relating to the Borrower and/or any of its subsidiaries and their

175

respective businesses, the Sponsor or the Transactions (including any information obtained by the Administrative Agent, any Issuing Bank, any Lender or any Arranger, or any of their respective Affiliates or Representatives, based on a review of the books and records relating to the Borrower and/or any of its subsidiaries and their respective Affiliates from time to time, including prior to the date hereof) other than any such information that is publicly available to the Administrative Agent or any Arranger, Issuing Bank, or Lender on a non-confidential basis prior to disclosure by the Borrower or any of its subsidiaries.  For the avoidance of doubt, in no event shall any disclosure of any Confidential Information be made to Person that is a Disqualified Institution at the time of disclosure.

Section 9.14. No Fiduciary Duty.  Each of the Administrative Agent, the Arrangers, each Lender, each Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their respective affiliates.  Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other.  Each Loan Party acknowledges and agrees that:  (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its respective stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of such Loan Party, its respective management, stockholders, creditors or any other Person.  Each Loan Party acknowledges and agrees that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

Section 9.15. Several Obligations.  The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan, issue any Letter of Credit or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.

Section 9.16. USA PATRIOT Act.  Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act.

Section 9.17. Disclosure.  Each Loan Party, each Issuing Bank and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

Section 9.18. Appointment for Perfection.  Each Lender hereby appoints each other Lender and each Issuing Bank as its agent for the purpose of perfecting Liens for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession.  If any Lender or Issuing Bank (other than the Administrative Agent) obtains possession of any Collateral, such Lender, Issuing Bank shall notify the

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Administrative Agent thereof; and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

Section 9.19. Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or Letter of Credit, together with all fees, charges and other amounts which are treated as interest on such Loan or Letter of Credit under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender or Issuing Bank holding such Loan or Letter of Credit in accordance with applicable law, the rate of interest payable in respect of such Loan or Letter of Credit hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or Letter of Credit but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender or Issuing Bank in respect of other Loans or Letters of Credit or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender or Issuing Bank.

Section 9.20. [Reserved].

Section 9.21. Conflicts.  Notwithstanding anything to the contrary contained herein or in any other Loan Document, in the event of any conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall govern and control.

Section 9.22. Release of Guarantors.  Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (i) no Event of Default exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (i) and (ii)) and/or (b) upon the occurrence of the Termination Date.  In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release.  Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

WORLD ENDURANCE HOLDINGS, INC., as Holdings
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer
WORLD TRIATHLON CORPORATION, as the Borrower
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer

[Signature Page to WTC Credit Agreement]

UBS AG, STAMFORD BRANCH, as Administrative Agent
By:	/s/ Lana Gifas
Name:	Lana Gifas
Title:	Director
By:	/s/ Jennifer Anderson
Name:	Jennifer Anderson
Title:	Associate Director

[Signature Page to WTC Credit Agreement]

UBS AG, STAMFORD BRANCH, as Lender, as Swingline Lender and as Issuing Bank
By:	/s/ Lana Gifas
Name:	Lana Gifas
Title:	Director
By:	/s/ Jennifer Anderson
Name:	Jennifer Anderson
Title:	Director

[Signature Page to Credit Agreement]

MIHI LLC, as Lender and as Issuing Bank
By:	/s/ Stephen Mehos
Name:	Stephen Mehos
Title:	Authorized Signatory
By:	/s/ Andy Stock
Name:	Andy Stock
Title:	Authorized Signatory

[Signature Page to Credit Agreement]

SCHEDULE 1.01(a)

COMMITMENT SCHEDULE

Term Loan Commitments

Lender	Term Loan Commitments		Term Loan Commitments Percentage
UBS AG, Stamford Branch	$	225,000,000	100	%
Total	$	225,000,000	100	%

Revolving Credit Commitments

Lender	Revolving Credit Commitment		Revolving Credit Commitment Percentage
UBS AG, Stamford Branch	$	14,000,000	70	%
MIHI LLC	$	6,000,000	30	%
Total	$	20,000,000	100	%

SCHEDULE 1.01(b)

EXISTING JOINT VENTURES

None.

SCHEDULE 1.01(c)

MORTGAGES

None.

SCHEDULE 1.01(d)

ADJUSTMENTS TO CONSOLIDATED ADJUSTED EBITDA

None.

SCHEDULE 3.05

REAL PROPERTY

None.

SCHEDULE 3.13

SUBSIDIARIES

Subsidiary	Type of Entity	Equity Holder	Ownership Interest
World Endurance Holdings, Inc.	Corporation	Providence Equity Partners VI, LP and Providence Equity Partners VI-A, L.P.	97.8	%
World Endurance Holdings, Inc.	Corporation	Other	2.2	%
World Triathlon Corporation	Corporation	World Endurance Holdings, Inc.	100	%
Ironman Holdings I LLC	Limited Liability Company	World Triathlon Corporation	100	%
Ironman Maryland Events, LLC	Limited Liability Company	World Triathlon Corporation	100	%
World Endurance Africa Holdings (Pty) Ltd	Private Limited Company	World Triathlon Corporation	100	%
Ironman New Zealand Ltd	Limited Liability Company	World Triathlon Corporation	100	%
World Endurance Holdings Australia Pty Ltd	Proprietary Limited Company	World Triathlon Corporation	100	%
World Endurance Cooperatief U.A.	Cooperative with excluded liability	Ironman Holdings I LLC	1	%
World Endurance Cooperatief U.A.	Cooperative with excluded liability	World Triathlon Corporation	99	%
World Endurance South Africa (Pty) Ltd	Private Limited Company	World Endurance Africa Holdings (Pty) Ltd	100	%
IRONMAN South Africa (Pty) Ltd	Private Limited Company	World Endurance Africa Holdings (Pty) Ltd	100	%
IRONMAN 70.3 South Africa (Pty) Ltd	Private Limited Company	World Endurance Africa Holdings (Pty) Ltd	100	%
World Endurance Asia Pacific Pty Ltd	Proprietary Limited Company	World Endurance Holdings Australia Pty Ltd	100	%
World Endurance B.V.	Besloten vennootschap	World Endurance Cooperatief U.A.	100	%
World Endurance Mayasia Sdn. Bhd.	Sendirian Berhad	World Endurance B.V.	100	%
IRONMAN S. de R.L. de C.V.	Sociedad de Responsabilidad Limitada	World Endurance Cooperatief U.A.	<.03	%
IRONMAN S. de R.L. de C.V.	Sociedad de Responsabilidad Limitada	World Endurance B.V.	>99.97	%
IRONMAN Canada Inc.	Corporation	World Endurance B.V.	100	%

Subsidiary	Type of Entity	Equity Holder	Ownership Interest
IRONMAN Western Tri Series Inc.	Corporation	Ironman Canada Inc.	100	%
World Endurance Australia Pty Ltd	Proprietary Limited Company	World Endurance B.V.	100	%
IRONMAN Sweden AB	Aktiebolag	World Endurance B.V.	100	%
IRONMAN Germany GmbH	Gesellschaft mit beschränkter Haftung	World Endurance B.V.	100	%
IRONMAN Spain S.L.	Sociedad Limitada	World Endurance B.V.	100	%
Tritlon Spain S.L.	Sociedad Limitada	IRONMAN Spain S.L.	100	%
IRONMAN Switzerland AG	Aktiengesellschaft	World Endurance B.V.	100	%
IRONMAN Denmark ApS	Anpartsselskab	World Endurance B.V.	100	%
IRONMAN Ltd.	Private Limited Company	World Endurance B.V.	100	%
World Endurance Italy S.R.L. in liquidazione	Società a responsabilità limitata	World Endurance B.V.	100	%
IRONMAN Austria GmbH	Gesellschaft mit beschränkter Haftung	World Endurance B.V.	100	%
USM Events Pty Ltd	Proprietary Limited Company	World Endurance Australia Pty Ltd	100	%
Challenge Rugen Sports Promotion UG (haftungsbeschränkt)	Unternehmergesellschaft (haftungsbeschränkt)	IRONMAN Germany GmbH	100	%
Kraichgau Sports Promotion UG (haftungsbeschränkt)	Unternehmergesellschaft (haftungsbeschränkt)	IRONMAN Germany GmbH	100	%
IRONMAN Ltd — Ironman Ireland	Limited company	IRONMAN Ltd.	100	%
IRONMAN France S.R.L.	Société à responsabilité limitée	IRONMAN Austria GmbH	49.9	%
IRONMAN France S.R.L.	Société à responsabilité limitée	World Endurance B.V.	50.1	%

SCHEDULE 5.10

UNRESTRICTED SUBSIDIARIES

None.

SCHEDULE 6.01

EXISTING INDEBTEDNESS

1.Letter of Credit issued by Bank of America, N.A. in favor of Bank of America, N.A. Sucursal en Espana in an aggregate amount equal to $600,000 and the related guaranty of such Letter of Credit provided by Holdings.

2.Intercompany Debt:

Payee	Maker	Current Outstanding Amounts
IRONMAN 70.3 South Africa Pty. Ltd.	World Triathlon Corporation	$	9,624.56
IRONMAN Austria GmbH	World Triathlon Corporation	$	7,619.65
IRONMAN France S.A.R.L.	World Triathlon Corporation	$	27,959.16
World Triathlon Corporation	IRONMAN Germany GmbH	$	67,467.32
IRONMAN S. de R.L. de C.V.	World Triathlon Corporation	$	50.00
World Triathlon Corporation	World Endurance Malaysia Sdn. Bhd.	$	803,301.44
World Endurance Cooperatief U.A.	World Triathlon Corporation	$	700.00
IRONMAN New Zealand Ltd.	World Triathlon Corporation	$	6,840,459.43
IRONMAN Switzerland AG	World Triathlon Corporation	$	15,057.38
IRONMAN Ltd.	World Triathlon Corporation	$	10,921.10
World Triathlon Corporation	IRONMAN South Africa Pty. Ltd.	$	111,614.48
World Endurance Australia Pty. Ltd.	World Triathlon Corporation	$	3,546.20
World Triathlon Corporation	IRONMAN Canada Inc.	$	35,779.43
IRONMAN Spain S.L.	World Triathlon Corporation	$	9,474.17
World Endurance South Africa Pty. Ltd.	World Triathlon Corporation	$	5,824.38
IRONMAN Sweden AB	World Triathlon Corporation	$	823.06
USM Events Pty. Ltd.	World Triathlon Corporation	$	751,794.45

3.Annual contributions of no more than $27,000, through and including 2020, in connection with the Asset Purchase Agreement, dated as of August 31, 2010, between World Triathlon Corporation and Muncie Endurathon Inc., as amended.

4.Annual contributions of no more than $300,000, through and including December 31, 2014, in connection with the Asset Purchase Agreement, dated as of April 30, 2014, between Ironman New Zealand Limited and The Long Run Holdings Limited and The Long Run Limited.

5.Annual contributions of no more than €220,000, through and including January 15th, 2018, in connection with the Stock Purchase Agreement, dated as of April 9, 2014, between Ironman Spain, S.L. and Tritlon Spain, S.L.

6.Annual contributions of no more than CAD 500,000, through and including December 31, 2015, in connection with the Stock Purchase Agreement, dated as of May 3rd, 2014, between Ironman Canada Inc. and Lance Watson Inc., Canadian Fitness Coaching Consultants Ltd., Paul Regensburg and Lance Watson.

7.Annual contributions of no more than €50,000, through and including December 31, 2018, in connection with the Stock Purchase Agreement, dated as of August 16th, 2013, between World Endurance B.V. and Stiftaren 13231 Aktiebolag u n t Sportalliansen Kalmar AB.

8.Annual contributions of no more than €300,000, through and including December 31, 2015, in connection with the Stock Purchase Agreement, dated as of June 23rd, 2013, between World Endurance B.V. and Threetop Invest ApS.

9.Annual contributions of no more than €50,000, through and including December 31, 2016, in connection with the Stock Purchase Agreement, dated as of October 31, 2013, between XDream Sports and Events GmbH (now known as Ironman Germany GmbH) and Bjorn Thorsten Steinmetz and Stefan Hellriegel.

SCHEDULE 6.02

EXISTING LIENS

1.Lien assessed by Department of Revenue of the State of Colorado relating to an IFTA (International Fuel Tax Agreement) that was assessed in connection with the 2011 returns in an aggregate amount of approximately $8,000.

2.Liens, including pledges of cash collateral, related to the Letter of Credit issued by Bank of America, N.A. in favor of Bank of America, N.A. Sucursal en Espana in an aggregate amount equal to $600,000 and the related guaranty of such Letter of Credit provided by Holdings.

3.Lien in favor of Bancorp, N.A. on equipment in connection with UCC-1 Financing Statement number #201003017078.

SCHEDULE 6.06

EXISTING INVESTMENTS

None.

SCHEDULE 6.07

CERTAIN DISPOSITIONS

None.

SCHEDULE 9.01

BORROWER’S WEBSITE FOR ELECTRONIC DELIVERY

www.ironman.com

EXHIBIT A-1

[FORM OF]

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement.  Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.Assignor:[·]

2.Assignee:[·]

[and is an Affiliate/Approved Fund of [identify Lender]1]

3.Borrower:World Triathlon Corporation.

1  Select as applicable.

A-1-1

4.Administrative Agent: UBS AG, Stamford Branch, as administrative agent under the Credit Agreement

5.Credit Agreement: That certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the

“Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.

6.Assigned Interest:

Aggregate Amount of Commitment/Loans	Class of Loans Assigned	Amount of Commitment/Loans Assigned2	Percentage Assigned of Commitment/Loans under Relevant Class3		CUSIP Number
$		$		%
$		$		%
$		$		%

Effective Date:  [·] [·], 20[·] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

7.THE PARTIES HERETO ACKNOWLEDGE THAT ANY ASSIGNMENT TO ANY DISQUALIFIED INSTITUTION WITHOUT OBTAINING THE REQUIRED CONSENT OF THE BORROWER OR, TO THE EXTENT THE BORROWER’S CONSENT IS REQUIRED UNDER SECTION 9.05 OF THE CREDIT AGREEMENT, TO ANY OTHER PERSON, SHALL BE NULL AND VOID, AND THE BORROWER SHALL BE ENTITLED TO PURSUE THE REMEDIES DESCRIBED IN SECTION 9.05 OF THE CREDIT AGREEMENT, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE TO UNWIND ANY SUCH ASSIGNMENT IN ADDITION TO INJUNCTIVE RELIEF OR ANY OTHER REMEDIES AVAILABLE TO THE BORROWER AT LAW OR IN EQUITY.

[Signature Page Follows]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

2  Not to be less than (x) $1,000,000 in the case of Initial Term Loans, Additional Term Loans, Initial Term Commitments and Additional Term Commitments and (y) $5,000,000 in the case of Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or Additional Revolving Commitments unless the Borrower and the Administrative Agent otherwise consent.

3  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

A-1-2

By:
	Name: Title:

A-1-3

· ASSIGNEE HAS EXAMINED THE LIST OF DISQUALIFIED INSTITUTIONS AND (I) REPRESENTS AND WARRANTS THAT (A) IT IS NOT IDENTIFIED ON SUCH LIST AND (B) IT IS NOT AN AFFILIATE OF ANY INSTITUTION IDENTIFIED ON SUCH LIST [(OTHER THAN, IN THE CASE OF THIS CLAUSE (B), A BONA FIDE DEBT FUND]4 AND (II) ACKNOWLEDGES THAT ANY ASSIGNMENT MADE TO AN AFFILIATE OF A DISQUALIFIED INSTITUTION (OTHER THAN A BONA FIDE DEBT FUND) SHALL BE SUBJECT TO SECTION 9.05 OF THE CREDIT AGREEMENT.5 ASSIGNEE

[NAME OF ASSIGNEE]
By:
	Name: Title:
Consented to and Accepted:
UBS AG, STAMFORD BRANCH, as
Administrative Agent6
By:
	Name: Title:
By:
	Name: Title:
[ISSUING BANK]7
By:
	Name: Title:
[SWINGLINE LENDER, as Swingline Lender]8

4  Insert bracketed language if Assignee is a Bona Fide Debt Fund and not otherwise identified on the list of Disqualified Institutions.

5  To be completed by Assignee.

6  To be added only if the consent of the Administrative Agent is required.

7  To be added only with respect to an assignment under the Revolving Facility or any Additional Revolving Facility.

A-1-4

By:
	Name: Title:
[Consented to:]9
WORLD TRIATHLON CORPORATION,
as Borrower
By:
	Name:
	Title:

8  To be added only with respect to an assignment under the Revolving Facility or any Additional Revolving Facility.

9  To be added only if the consent of the Borrower is required by Section 9.05(b)(i)(A) of the Credit Agreement.

A-1-5

Annex I

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth herein and (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2Assignee.  The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) it has examined the list of Disqualified Institutions and it is not (A) a Disqualified Institution or (B) an Affiliate of a Disqualified Institution [(other than, in the case of this Clause (B), a Bona Fide Debt Fund)]10 and (vi) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.17 of the Credit Agreement, duly completed and executed by the Assignee.

10  Insert bracketed language if Assignee is a Bona Fide Debt Fund and not otherwise identified on the list of Disqualified Institutions.

Annex I to Exhibit A-1-1

2.Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York.

A-1-2

EXHIBIT A-2

[FORM OF]

AFFILIATED LENDER

ASSIGNMENT AND ASSUMPTION

This Affiliated Lender Assignment and Assumption (the “Affiliated Lender Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Affiliated Lender] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Affiliated Lender Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Term Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Term Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  In the case where the Assigned Interest covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party thereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 of the Credit Agreement with respect to facts and circumstances occurring on or prior to the Effective Date and subject to its obligations hereunder and under Section 9.13 of the Credit Agreement.  Such sale and assignment is (i) subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 9.05(b)(v) of the Credit Agreement, (ii) without recourse to the Assignor and (iii) except as expressly provided in this Affiliated Lender Assignment and Assumption, without representation or warranty by the Assignor.

1.Assignor:[·]

2.Assignee:[·]

and is an Affiliated Lender [that is a Non-Debt Fund Affiliate / the Borrower or a subsidiary thereof].

3.Borrower:  World Triathlon Corporation.

4.Administrative Agent:  UBS AG, Stamford Branch, as administrative agent under the Credit Agreement

A-2-1

5.Credit Agreement:  That certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders.

6.Assigned Interest:

Aggregate Amount of Commitment/Loans	Class of Loans Assigned	Amount of Commitment/Loans Assigned11	Percentage Assigned of Commitment/Loans under Relevant Class12		CUSIP Number
$		$		%
$		$		%
$		$		%

Effective Date:  [·] [·], 20[·] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

[Signature Page Follows]

The terms set forth in this Affiliated Lender Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

11  Not to be less than (x) $1,000,000 in the case of Initial Term Loans, Additional Term Loans, Initial Term Commitments and Additional Term Commitments and (y) $5,000,000 in the case of Revolving Loans, Additional Revolving Loans, Revolving Credit Commitments or Additional Revolving Commitments unless the Borrower and the Administrative Agent otherwise consent.

12  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

A-2-2

By:
	Name: Title:

A-2-3

ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name: Title:
[Consented to:]13
WORLD TRIATHLON CORPORATION, as Borrower
By:
	Name:
	Title:

13  To be added only if the consent of the Borrower is required by Section 9.05(b)(i)(A) of the Credit Agreement.

A-2-4

ANNEX I TO EXHIBIT A-2

STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth herein, and (iv) it has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto (other than this Affiliated Lender Assignment and Assumption) or any collateral thereunder, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings, the Borrower, any of its Restricted Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2Assignee.  The Assignee (a) represents and warrants that (i) it is an Eligible Assignee and has full power and authority, and has taken all action necessary, to execute and deliver this Affiliated Lender Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and the other Loan Documents as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 4.01(c) or delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Affiliated Lender Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) if it is a Foreign Lender, attached to the Affiliated Lender Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 2.17 of the Credit Agreement, duly completed and executed by the Assignee, (vi) after giving effect to this Affiliated Lender Assignment and Assumption, the aggregate principal amount of all Initial Term Loans and Additional Term Loans then held by all Affiliated Lenders does not exceed the Affiliated Lender Cap (after giving effect to any substantially simultaneous cancellations thereof) and (vii) in the case of Holdings or any of its subsidiaries, (1) no Indebtedness incurred under the Revolving Facility or any Additional Revolving Facility has been utilized to fund the purchase of the Assigned Interest and (2) no Default or Event of Default exists at the time of acceptance of bids for any Dutch Auction or the confirmation of any open market purchase; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan

Annex I to Exhibit A-2-1

Documents are required to be performed by it as a Lender.  In connection with any Dutch Auction, the Assignor has acknowledged and agreed that in connection with this Assignment and Assumption, (1) the applicable Affiliated Lender or its Affiliates may have, and later may come into possession of, MNPI, (2) the Assignor has independently, without reliance on the applicable Affiliated Lender, the Investors, Holdings, the Borrower, any of their respective subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates, made its own analysis and determination to participate in such assignment notwithstanding the Assignor’s lack of knowledge of the MNPI, (3) none of the applicable Affiliated Lenders, the Investors, Holdings, the Borrower, any of their respective subsidiaries, the Administrative Agent, the Arrangers or any of their respective Affiliates shall have any liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims it may have against the applicable Affiliated Lender, the Investors, Holdings, the Borrower, each of their respective subsidiaries, the Administrative Agent, the Arrangers and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the MNPI and (4) the MNPI may not be available to the Administrative Agent, the Arrangers or the other Lenders.  The Assignee agrees that, solely in its capacity as an Affiliated Lender, it will not be entitled to (a) attend (including by telephone) or participate in any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties or their representatives are not invited or (b) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available by the Administrative Agent or any Lender to any Loan Party or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Initial Term Loans or Additional Term Loans required to be delivered to Lenders pursuant to Article 2 of the Credit Agreement).

2.Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.General Provisions.  This Affiliated Lender Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.  This Affiliated Lender Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Affiliated Lender Assignment and Assumption by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Affiliated Lender Assignment and Assumption.  This Affiliated Lender Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York.

Annex I to Exhibit A-2-2

EXHIBIT B

[FORM OF]

BORROWING REQUEST

UBS AG, Stamford Branch,

as Administrative Agent for the Lenders referred to below

677 Washington Boulevard, 6th Floor

Stamford, Connecticut 06901

Attention: BPS Agency

Telephone: 203-719-4319

Fax: 203-719-4176

Email:  DL-UBSAgency@ubs.com

[·] [·], 20[·]14

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein.

The undersigned hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests the Borrowings under the Credit Agreement to be made on [·] [·], 20[·], and in that connection sets forth below the terms on which the Borrowings are requested to be made:

(A)	Borrower World Triathlon Corporation
(B)	Date of Borrowing (which shall be a Business Day)	[·]
(C)	Aggregate Amount of Borrowing15	$[·]
(D)	Type of Borrowing16	[·]

14  The Administrative Agent must be notified in writing, which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing of LIBO Rate Loans (or one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders.

15  Subject to Section 2.02(c) of Credit Agreement.

B-1

(E)	Class of Borrowing	[·]
(F)	Interest Period17 (in the case of a LIBO Rate Borrowing)	[·]
(G)	Amount, Account Number and Location

Wire Transfer Instructions:

Amount	$[·]
Bank:	[·]
ABA No.:	[·]
Account No.:	[·]
Account Name:	[·]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Borrowing:

(A)The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the Borrowing with the same effect as though such representations and warranties had been made on and as of the date of such Borrowing; provided that to the extent that any representation and warranty specifically refers to an earlier date, it is true and correct in all material respects as of such earlier date.

(B)At the time of and immediately after giving effect to the Borrowing, no Default or Event of Default exists.

[Signature Page Follows]

WORLD TRIATHLON CORPORATION
By:
	Name: Title:

16  State whether a LIBO Rate Borrowing or ABR Borrowing.  If no Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.

17  Must be a period contemplated by the definition of “Interest Period”.  If no Interest Period is specified, then the Interest Period shall be of one-month’s duration.

B-2

EXHIBIT C

[FORM OF]

COMPLIANCE CERTIFICATE

[·] [·], 20[·]

To:The Administrative Agent and each of the Lenders parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of June 26, 2014  (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES, AS A RESPONSIBLE OFFICER OF THE BORROWER, IN SUCH CAPACITY AND NOT IN AN INDIVIDUAL CAPACITY, THAT:

1.I am the duly elected [·] of the Borrower and a Responsible Officer of the Borrower;

2.I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Borrower and its Restricted Subsidiaries, on a consolidated basis, during the [Fiscal Quarter][Fiscal Year] covered by the attached financial statements;

3.[The attached financial statements fairly present, in all material respects, in accordance with GAAP, the consolidated financial condition of the Borrower as at the dates indicated and its income and cash flows for the periods indicated, subject to the absence of footnotes and changes resulting from audit and normal year-end adjustments.]18

4.[Except as described in the disclosure set forth below, the][The] examinations described in paragraph 2 did not disclose, and I have no knowledge of the existence of any condition or event which constitutes a Default or Event of Default that exists as of the date of this Compliance Certificate [and the disclosure set forth below specifies, in reasonable detail, the nature of any such condition or event and any action taken or proposed to be taken with respect thereto.]

5.[Schedule 1 attached hereto sets forth reasonably detailed calculations of Excess Cash Flow for such Fiscal Year.]19

6.[Attached as Schedule 2 hereto is a list of the subsidiaries of the Borrower that identifies each subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date

18  Include to the extent the relevant Compliance Certificate is delivered in connection with unaudited quarterly financials.

19  Only required to the extent the relevant Compliance Certificate is delivered in connection with audited annual financial statements (commencing with the Fiscal Year ending December 31, 2014 and, with respect to such Fiscal Year, relating only to the portion of such Fiscal Year beginning with the Fiscal Quarter ending September 30, 2014).

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hereof.] [There is no change in the list of Restricted Subsidiaries and Unrestricted Subsidiaries since the date of the last Compliance Certificate.]

7.[Attached as Schedule 3 hereto are (i) a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from the attached financial statements and (ii) if the attached financial statements relate to any Parent Company, consolidating financial information summarizing in reasonable detail the information related to such Parent Company, on the one hand, and the information relating to the Borrower on a standalone basis, on the other hand.]20

8.[Attached hereto as Schedule 4 is the Narrative Report required to be delivered with the attached financial statements in accordance with Section 5.01(a) or (b) of the Credit Agreement, as applicable].21

9.[Attached as Schedule 5 hereto are calculations in reasonable detail demonstrating compliance with the covenant set forth in Section 6.15(a) of the Credit Agreement.]22

10.Attached as Schedule 6 hereto are reasonably detailed calculations of Consolidated Adjusted EBITDA for the Test Period ended on the last day of the relevant Fiscal Quarter[, and any amounts constituting expected cost savings, operating expense reductions and/or synergies that were added back in reliance on clause (x) of the definition of “Consolidated Adjusted EBITDA” are, in my good faith determination, reasonably identifiable and factually supportable]23.

11.[Attached as Schedule 7 hereto are reasonably detailed calculations of Consolidated Adjusted EBITDA and the Available Amount for such Fiscal Year]/[There is no change in Consolidated Adjusted EBITDA and the Available Amount for such Fiscal Year since the date of the last Compliance Certificate.]. 23

[The description below sets forth the exceptions to paragraph 4 by listing, in reasonable detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:]

[Signature Page Follows]

20  Only required if a subsidiary of the Borrower is or has been designated as an Unrestricted Subsidiary at the time of delivery of the applicable Compliance Certificate.

21  Requirement to provide Narrative Report commences with respect to delivery of audited financial statement for Fiscal Year ending December 31, 2014 and thereafter applies to each delivery of annual and quarterly financial statements pursuant to Section 5.01(a) or (b) of the Credit Agreement.

22  Only required to the extent the Revolving Facility Test Condition is satisfied on the last day of the relevant Test Period. 23 Bracketed language relating to expected cost savings, etc. is only required to extent calculation of Consolidated Adjusted EBITDA includes amounts added back in reliance on clause (x) of the definition thereof.

23  Only required to the extent the relevant Compliance Certificate is delivered in connection with audited annual financial statements.

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The foregoing certifications, together with the information set forth in the Schedules hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered as of the date first written above. 25

WORLD TRIATHLON CORPORATION
By:
	Name:
	Title:

25 Please note the deadlines for satisfaction of the following requirements correspond with the delivery of each Compliance Certificate (unless otherwise indicated):

1.The delivery of documents and deliverables required under Section 4.02(a) of the Security Agreement relating to any (i) certificated Securities and/or (ii) Tangible Chattel Paper and/or Instruments having a face amount in excess of $3,000,000, in each case acquired during the Fiscal Quarter covered by the attached financial statements.  NOTE:  If any Loan Party acquires (i) certificated Securities and/or (ii) Tangible Chattel Paper and/or Instruments having a face amount in excess of $3,000,000 during the fourth Fiscal Quarter of any Fiscal Year, the documents and deliverables required under Section 4.02(a) of the Security Agreement must be delivered within 60 days after the end of such Fiscal Quarter.

2.The delivery of documents and deliverables required under Section 4.03(c) of the Security Agreement relating to any registration (or any application for registration of) any Patent, Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, filed or acquired during the Fiscal Quarter covered by the attached financial statements.  NOTE:  If any Loan Party acquires any registration (or files any application for registration) of any Parent, Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, during the fourth Fiscal Quarter of any Fiscal Year, the documents and deliverables required under Section 4.03(c) of the Security Agreement must be delivered within 60 days after the end of such Fiscal Quarter.

3.The delivery of the documents required under Section 4.04 of the Security Agreement relating to any Commercial Tort Claim with an individual value (as reasonably estimated by the Borrower) in excess of $3,000,000 acquired after the Closing Date.  NOTE:  If any Loan Party acquires any Commercial Tort Claim with an individual value (as reasonably estimated by the Borrower) in excess of $3,000,000 during the fourth Fiscal Quarter of any Fiscal Year, the documents and deliverables required under Section 4.04 of the Security Agreement must be delivered within 60 days after the end of such Fiscal Quarter.

4.To the extent the relevant Compliance Certificate is delivered in connection with audited annual financials, delivery of the Perfection Certificate Supplement required by Section 5.01(j) of the Credit Agreement.

5.The delivery of the documents required to be delivered under Section 5.12(a) of the Credit Agreement as a result of (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (iii) any Restricted Subsidiary that is a Domestic Subsidiary (other than a Restricted Subsidiary that otherwise constitutes an Excluded Subsidiary) ceasing to be an Immaterial Subsidiary and/or (iv) any Restricted Subsidiary ceasing to be an Excluded Subsidiary, in each case during the Fiscal Quarter covered by the attached financial statements.  NOTE: upon the taking of any action or the occurrence of any event described in clauses (i) through (iv) during the fourth Fiscal Quarter of any Fiscal Year, the documents required to be delivered under Section 5.12(a) of the Credit Agreement must be delivered within 60 days after the end of such Fiscal Quarter.

6.If, as a result of any change in accounting principles and policies from those used in the preparation of the consolidated financial statements of the Borrower for the Fiscal Year ended December 31, 2013, the attached financial statements will differ in any material respect from the consolidated financial statements that would have been delivered in the absence of such change, delivery of the statements of reconciliation required by Section 5.01(d) of the Credit Agreement.

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SCHEDULE 1

Calculation of Excess Cash Flow

Schedule 1 to Exhibit C

SCHEDULE 2

List of Restricted Subsidiaries and Unrestricted Subsidiaries

Schedule 2 to Exhibit C

SCHEDULE 3

Summary of Pro Forma Adjustments/Consolidating Information

Schedule 3 to Exhibit C

SCHEDULE 4

Narrative Report

Schedule 4 to Exhibit C

SCHEDULE 5

Calculation of First Lien Leverage Ratio

Schedule 5 to Exhibit C

SCHEDULE 6

Consolidated Adjusted EBITDA Consolidated Adjusted EBITDA and Available Amount

Schedule 6 to Exhibit C

SCHEDULE 7

Schedule 7 to Exhibit C

EXHIBIT D

[FORM OF]

INTEREST ELECTION REQUEST

UBS AG, Stamford Branch,

as Administrative Agent for the Lenders referred to below

677 Washington Boulevard, 6th Floor

Stamford, Connecticut 06901

Attention: BPS Agency

Fax: 203-719-4176

Email:  DL-UBSAgency@ubs.com

[·] [·], 20[·]24

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the Lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein.

The undersigned hereby gives you notice pursuant to Section 2.08 of the Credit Agreement of an interest rate election, and in that connection sets forth below the terms thereof:

(A)[on [insert applicable date] (which is a Business Day), the undersigned will convert $[·]25 of the aggregate outstanding principal amount of the [Term][Revolving] Loans, bearing interest at the [ABR][LIBO] Rate, into a [LIBO][ABR] Loan [and, in the case of a LIBO Rate Loan, having an Interest Period of [·] month(s)]26[; and][·]]

(B)[on [insert applicable date] (which is a Business Day), the undersigned will continue $[·] of the aggregate outstanding principal amount of the [Term][Revolving] Loans

24  The Administrative Agent must be notified in writing, which must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than (i) 11:00 a.m. three Business Days prior to the requested day of any conversion or continuation of LIBO Rate Loans (or one Business Day in the case of any conversion or continuation of LIBO Rate Loans on the Closing Date) and (ii) 10:00 a.m. on the requested date of any conversion of any Borrowing to ABR Loans or any continuation of any Borrowing as ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request a conversion or continuation of LIBO Rate Loans with an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders.

25  Subject to Section 2.02(c) of the Credit Agreement.

26  Must be a period contemplated by the definition of “Interest Period”.

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bearing interest at the LIBO Rate, as LIBO Rate Loans having an Interest Period of [·] month(s)27.]

[Signature Page Follows]

WORLD TRIATHLON CORPORATION
By:
	Name: Title:

27  Must be a period contemplated by the definition of “Interest Period”.

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EXHIBIT E

FORM OF

PERFECTION CERTIFICATE

[CIRCULATED SEPARATELY]

E-3

EXHIBIT F

[FORM OF]

PERFECTION CERTIFICATE SUPPLEMENT

[Insert date]

Reference is hereby made to (i) that certain Credit Agreement, dated as June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation (“WTC”), as borrower, World Endurance Holdings, Inc., a Delaware corporation (“WEH”), as a guarantor, the Lenders from time to time party thereto and UBS AG, Stamford Branch (“UBS”), in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders (in its capacities as administrative and collateral agent, the “Administrative Agent”), (ii) that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Security Agreement”), by and among the Loan Parties from time to time party thereto and the Administrative Agent, and (iii) the Perfection Certificate, dated as of June 26, 2014 (as supplemented by any perfection certificate and/or perfection certificate supplement delivered prior to the date hereof, the “Prior Perfection Certificate”), executed by the Loan Parties signatory thereto.  Capitalized terms used but not defined herein have the meanings assigned to such terms in the Security Agreement.

As used herein, the term “Company” means the Loan Parties party to the Security Agreement as of the date hereof.

As of the date hereof, the undersigned hereby represents and warrants to each Administrative Agent as follows:

1.Names.  Except as set forth on Schedule 1 hereto, (a) the exact legal name of each Company, as such name appears in its respective Organizational Documents filed with the Secretary of State of such Company’s jurisdiction of organization is set forth in Schedule 1(a) to the Prior Perfection Certificate, (b) each Company is the type of entity disclosed next to its name in Schedule 1(a) to the Prior Perfection Certificate and (c) the organizational identification number, if any, of each Company, the Federal Taxpayer Identification Number of each Company and the jurisdiction of organization of each Company are set forth in Schedule 1(a) to the Prior Perfection Certificate.

2.Locations.  Except as set forth on Schedule 2 hereto, the chief executive office of each Company is currently located at the addresses set forth in Schedule 2 to the Prior Perfection Certificate.

3.Stock Ownership and Other Equity Interests.  Except as set forth on Schedule 3 hereto, Schedule 3 to the Prior Perfection Certificate sets forth a true and correct list of all of the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interests owned by any Company constituting Pledged Stock, the beneficial owners of such stock, partnership interests, membership interests or other equity interests and the percentage of the total issued and outstanding stock, partnership interests, membership interests or other equity interests of the relevant issuer represented thereby.

4.Instruments and Tangible Chattel Paper.  Except as set forth on Schedule 4 hereto, Schedule 4 to the Prior Perfection Certificate sets forth a true and correct list of all Instruments (other than

F-1

checks to be deposited in the ordinary course of business) and Tangible Chattel Paper, in each case having a face amount exceeding $3,000,000, held by any Company as of the date hereof, including the names of the obligors, amounts owing and the due dates.

5.Intellectual Property.  Except as set forth on Schedule 5(a) hereto, Schedule 5(a) to the Prior Perfection Certificate sets forth all of each Company’s United States Patents and United States Trademarks registered with (or applied for in) and published by the United States Patent and Trademark Office (excluding, for the avoidance of doubt, any United States Patent or United States Trademark that has expired or been abandoned in the same manner as permitted in the Credit Agreement, but including United States Trademarks that would constitute Collateral upon the filing of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto), including the name of the registered owner and the registration number (or, if applicable, the applicant and the application number) of each such United States Patent and United States Trademark.  Except as set forth on Schedule 5(b) hereto, Schedule 5(b) to the Prior Perfection Certificate sets forth all of each Company’s Copyrights registered with (or applied for in) the United States Copyright Office (excluding, for the avoidance of doubt, any Copyright that has expired or been abandoned in the same manner as permitted in the Credit Agreement), including the name of the registered owner and the registration number (or, if applicable, the applicant and the application number) of each such Copyright.

6.Commercial Tort Claims.  Except as set forth on Schedule 6 hereto, Schedule 6 to the Prior Perfection Certificate sets forth all Commercial Tort Claims with an individual value of at least $3,000,000 (as reasonably determined by the Borrower), held by any Company, including a brief description thereof.

[Signature Page Follows]

F-2

IN WITNESS WHEREOF, the undersigned have signed this Perfection Certificate as of the date first written of above.

[·]

By:

Name: [·] Title: [·]

F-3

SCHEDULE 1(A)

LEGAL NAMES

Company Jurisdiction Type Organizational
Number Federal Taxpayer
Identification
Number

F-4

SCHEDULE 1(B)

PRIOR ORGANIZATIONAL NAMES

Company Prior Legal Name Date of Change

F-5

SCHEDULE 1(C)

CHANGES IN CORPORATE IDENTITY

Company Action Legal Name of
Predecessor Entity Jurisdiction of
Organization of
Predecessor Entity Date

F-6

SCHEDULE 1(D)

CHANGES IN JURISDICTION OR FORM

Company Current Jurisdiction of
Organization/Form Prior Jurisdiction of
Organization/Form Date of Change

F-7

SCHEDULE 2

CHIEF EXECUTIVE OFFICES

Company Address

F-8

SCHEDULE 3

PLEDGED STOCK

Issuer Holder Certificate No.  % of Issued and
Outstanding

F-9

SCHEDULE 4

INSTRUMENTS AND TANGIBLE CHATTEL PAPER

1.Promissory Notes/Instruments:

Obligee Obligor Principal Amount Maturity

2.Tangible Chattel Paper:

F-10

SCHEDULE 5(A) AND 5(B)

PATENTS, TRADEMARKS AND COPYRIGHTS

PATENTS

REGISTERED OWNER SERIAL NUMBER DESCRIPTION

PATENT APPLICATIONS

APPLICANT APPLICATION NO. DESCRIPTION

TRADEMARKS

REGISTERED OWNER REGISTRATION NUMBER TRADEMARK

TRADEMARK APPLICATIONS

APPLICANT APPLICATION NO. TRADEMARK

F-11

COPYRIGHTS

REGISTERED OWNER REGISTRATION NUMBER TITLE

COPYRIGHT APPLICATIONS

APPLICANT APPLICATION NUMBER TITLE

F-12

SCHEDULE 6

COMMERCIAL TORT CLAIMS

F-13

EXHIBIT G

[FORM OF]

PROMISSORY NOTE

$[·]	New York, New York
	[·] [·], 20[·]

FOR VALUE RECEIVED, the undersigned WORLD TRIATHLON CORPORATION, a Florida corporation (“WTC”), hereby promises to pay on demand to [·] (the “Lender”) or its registered permitted assign, at the office of UBS AG, Stamford Branch (“UBS”) at 677 Washington Boulevard, 6th Floor, Stamford, Connecticut 06901, [Term] [Revolving] [Swingline] Loans in the principal amount of $[·] or such lesser amount as is outstanding from time to time, on the dates and in the amounts set forth in the Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, inter alios, World Triathlon Corporation, a Florida corporation, (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).  The Borrower also promises to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like Dollars, at such office, in each case, in the manner and at the rate or rates per annum and payable on the dates provided in the Credit Agreement.  Terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on any overdue principal and, to the extent permitted by Requirements of Law, overdue interest from the relevant due dates, in each case, in the manner, at the rate or rates and under the circumstances provided in the Credit Agreement.

The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind to the extent possible under any Requirements of Law.  The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All Borrowings evidenced by this Promissory Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this Note.

This Promissory Note is one of the Promissory Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.  This Promissory Note is entitled to the benefit of the Credit Agreement, and the obligations hereunder are guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement.

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If any assignment by the Lender holding this Promissory Note occurs after the date of the issuance hereof, the Lender agrees that it shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender this Promissory Note to the Administrative Agent for cancellation.

[Remainder of Page Intentionally Left Blank]

THE ASSIGNMENT OF THIS PROMISSORY NOTE AND ANY RIGHTS WITH RESPECT THERETO ARE SUBJECT TO THE PROVISIONS OF THE CREDIT AGREEMENT, INCLUDING THE PROVISIONS GOVERNING, THE REGISTER AND THE PARTICIPANT REGISTER.

THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

G-2

WORLD TRIATHLON CORPORATION
By:
	Name:
	Title:

G-3

SCHEDULE A

LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

Date Amount of ABR
Loans Amount Converted to ABR
Loans Amount of Principal
of ABR Loans Repaid Amount of ABR
Loans Converted to
LIBO Rate Loans Unpaid Principal
Balance of ABR
Loans Notation Made
By

Schedule A to Note

SCHEDULE B

LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBO RATE LOANS

Date Amount of LIBO
Rate Loans Amount Converted to
LIBO Rate Loans Interest Period and
LIBO Rate with
Respect Thereto Amount of
Principal of LIBO
Rate Loans Repaid Amount of LIBO
Rate Loans
Converted to
ABR Loans Unpaid
Principal
Balance of
LIBO Rate
Loans Notation
Made By

Schedule B to Note

EXHIBIT H-1

[FORM OF]

TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT is entered into as of [·] [·], 20[·], (this “Agreement”), among [·] ([each, a][the] “Grantor”) and UBS AG, Stamford Branch (“UBS”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

Reference is made to that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the Collateral Agent.  The Lenders (as defined below) have extended credit to the Borrower (as defined in Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto (collectively, the “Lenders”) and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Consistent with the requirements set forth in Sections 4.01 and 5.12 of the Credit Agreement and Section 4.03(c) of the Security Agreement, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.

SECTION 2.  Grant of Security Interest.  As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, collaterally assign, mortgage, transfer and grant to the Collateral Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all of its right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by or arising in favor of [such][the] Grantor and regardless of where located (collectively, the “Trademark Collateral”):

A.all Trademarks, including those Trademark registrations and registration applications in the United States Patent and Trademark Office listed on Schedule I hereto;

B.all goodwill associated with or symbolized by the Trademarks;

C.all assets, rights and interests that uniquely reflect or embody the Trademarks;

D.the right to sue third parties for past, present and future infringements of any Trademark; and

E.all proceeds of and rights associated with the foregoing;

in each case to the extent the foregoing the foregoing items constitute Collateral.

SECTION 3.  Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent

H-1-1

pursuant to the Security Agreement.  [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts.          This Agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Pages Follow]

H-1-2

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

[·]
By:
	Name: [·]
	Title:     [·]

H-1-3

UBS AG, STAMFORD BRANCH,

as Collateral Agent

By:

Name:                 Title:

By:

Name:                 Title:

H-1-4

SCHEDULE I

TRADEMARKS

REGISTERED OWNER REGISTRATION NUMBER TRADEMARK

TRADEMARK APPLICATIONS

APPLICANT APPLICATION NO. TRADEMARK

Schedule I

EXHIBIT A

[FORM OF]

TRADEMARK SECURITY AGREEMENT SUPPLEMENT

This TRADEMARK SECURITY AGREEMENT SUPPLEMENT is entered into as of [·] [·], 20[·], this “Trademark Security Agreement Supplement”), among [·] ([each, a][the] “Grantor”) and UBS AG, Stamford Branch (“UBS”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

Reference is made to that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the Collateral Agent.  The Lenders (as defined below) have extended credit to the Borrower (as defined in Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto (collectively, the “Lenders”) and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Consistent with the requirements set forth in Sections 4.01 and 5.12 of the Credit Agreement, the [Grantor][Grantors] and the Collateral Agent have entered into that certain Trademark Security Agreement, dated as of [·] [·], 20[·] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Trademark Security Agreement”).  Under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent for the benefit of the Secured Parties as security interest in the Additional Trademark Collateral (as defined below) and have agreed, consistent with the requirements of Section 4.03(c) of the Security Agreement, to execute this Trademark Security Agreement Supplement.  Now, therefore, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Trademark Security Agreement Supplement and not otherwise defined herein have the meanings specified in the Security Agreement.

SECTION 2.  Grant of Security Interest.  As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, collaterally assign, mortgage, transfer and grant to the Collateral Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all of its right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by or arising in favor of the [such][the] Grantor and regardless of where located (collectively, the “Additional Trademark Collateral”):

A.the Trademark registrations and registration applications in the United States Patent and Trademark Office listed on Schedule I hereto;

B.all goodwill associated with or symbolized by such Trademark registrations and registration applications;

C.all assets, rights and interests that uniquely reflect or embody such Trademark registrations and registration applications;

D.the right to sue third parties for past, present and future infringements of such Trademark registrations and registration applications; and

E.all proceeds of and rights associated with the foregoing;

in each case to the extent the foregoing items constitute Collateral.

SECTION 3.  Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Additional Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Trademark Security Agreement Supplement and the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts. This Trademark Security Agreement Supplement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Trademark Security Agreement Supplement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Trademark Security Agreement Supplement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Trademark Security Agreement Supplement as of the day and year first above written.

[·]
By:
	Name: [·]
	Title:     [·]

UBS AG, STAMFORD BRANCH,
as Collateral Agent
By:
Name:                 Title:
By:
	Name:
	Title:

SCHEDULE I

TRADEMARKS

REGISTERED OWNER REGISTRATION NUMBER TRADEMARK

TRADEMARK APPLICATIONS

APPLICANT APPLICATION NO. TRADEMARK

Schedule I

EXHIBIT H-2

[FORM OF]

PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT is entered into as of [·] [·], 20[·] (this “Agreement”), among [·] ([each, a][the] “Grantor”) and UBS AG, Stamford Branch (“UBS”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

Reference is made to that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the Collateral Agent.  The Lenders (as defined below) have extended credit to the Borrower (as defined in Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto (collectively, the “Lenders”) and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Consistent with the requirements set forth in Sections 4.01 and 5.12 of the Credit Agreement and Section 4.03(c) of the Security Agreement, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.

SECTION 2.  Grant of Security Interest.  As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, collaterally assign, mortgage, transfer and grant to the Collateral Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by or arising in favor of such Grantor and regardless of where located (collectively, the “Patent Collateral”):

A.all Patents, including those Patent registrations and pending applications in the United States Patent and Trademark Office listed on Schedule I hereto;

B.the right to sue third parties for past, present and future infringements of any Patent; and

C.all proceeds of and any right associated with the foregoing;

in each case to the extent the foregoing items constitute Collateral.

SECTION 3.   Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as

H-2-1

if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts.     This Agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Pages Follow]

H-2-2

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

[·]
By:
	Name: [·]
	Title:      [·]

H-2-3

UBS AG, STAMFORD BRANCH,
as Collateral Agent
By:
Name:                    Title:
By:
	Name:
	Title:

H-2-4

SCHEDULE I

PATENTS

REGISTERED OWNER SERIAL NUMBER DESCRIPTION

PATENT APPLICATIONS

APPLICANT APPLICATION NO. DESCRIPTION

Schedule I

EXHIBIT A

[FORM OF]

PATENT SECURITY AGREEMENT SUPPLEMENT

This PATENT SECURITY AGREEMENT SUPPLEMENT is entered into as of [·] [·], 20[·] (this “Patent Security Agreement Supplement”), among [·] ([each, a][the] “Grantor”) and UBS AG, Stamford Branch (“UBS”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

Reference is made to that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the Collateral Agent.  The Lenders (as defined below) have extended credit to the Borrower (as defined in Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto (collectively, the “Lenders”) and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Consistent with the requirements set forth in Sections 4.01 and 5.12 of the Credit Agreement, the [Grantor][Grantors] and the Collateral Agent have entered into that certain Patent Security Agreement, dated as of [·] [·], 20[·] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Patent Security Agreement”).  Under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent for the benefit of the Secured Parties as security interest in the Additional Patent Collateral (as defined below) and have agreed, consistent with the requirements of Section 4.03(c) of the Security Agreement, to execute this Patent Security Agreement Supplement.  Now, therefore, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Patent Security Agreement Supplement and not otherwise defined herein have the meanings specified in the Security Agreement.

SECTION 2.  Grant of Security Interest.  As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, collaterally assign, mortgage, transfer and grant to the Collateral Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by or arising in favor of [such][the] Grantor and regardless of where located (collectively, the “Additional Patent Collateral”):

A.the Patent registrations and pending applications in the United States Patent and Trademark Office listed on Schedule I hereto;

B.the right to sue third parties for past, present and future infringements of such Patent registrations and pending applications; and

C.all proceeds of and any right associated with the foregoing;

in each case to the extent the foregoing items constitute Collateral.

SECTION 3.  Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Additional Patent Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Patent Security Agreement Supplement and the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts. This Patent Security Agreement Supplement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Patent Security Agreement Supplement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Patent Security Agreement Supplement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Patent Security Agreement Supplement as of the day and year first above written.

[·]
By:
	Name: [·]
	Title:      [·]

UBS AG, STAMFORD BRANCH,

as Collateral Agent

By:

Name:                 Title:

By:

Name:                 Title:

SCHEDULE I

PATENTS

REGISTERED OWNER SERIAL NUMBER DESCRIPTION

PATENT APPLICATIONS

APPLICANT APPLICATION NO. DESCRIPTION

Schedule I

EXHIBIT H-3

[FORM OF]

COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT is entered into as of [·] [·], 20[·] (this “Agreement”), among [·] ([each, a][the] “Grantor”) and UBS AG, Stamford Branch (“UBS”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.

Reference is made to that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the Collateral Agent.  The Lenders (as defined below) have extended credit to the Borrower (as defined in Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto (collectively, the “Lenders”) and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Consistent with the requirements set forth in Sections 4.01 and 5.12 of the Credit Agreement and Section 4.03(c) of the Security Agreement, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement.

SECTION 2.  Grant of Security Interest.  As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, collaterally assign, mortgage, transfer and grant to the Collateral Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by [such][the] Grantor and regardless of where located (collectively, the “Copyright Collateral”):

A.            all Copyrights, including those Copyright registrations and pending applications for registration in the United States Copyright Office listed on Schedule I;

B.            the right to sue third parties for past, present and future infringements of any Copyright, and

C.            all proceeds of and rights associated with the foregoing;

in each case to the extent the foregoing items constitute Collateral.

SECTION 3.  Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by

H-3-1

reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts.              This Agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature Pages Follow]

H-3-2

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

[·]
By:
	Name:	[·]
	Title:	[·]

H-3-3

UBS AG, STAMFORD BRANCH, as Collateral Agent
By:
Name:	Title:
By:
Name:	Title:

H-3-4

SCHEDULE I

COPYRIGHTS

REGISTERED OWNER REGISTRATION NUMBER TITLE

COPYRIGHT APPLICATIONS

APPLICANT APPLICATION NUMBER TITLE

Schedule I

EXHIBIT A

[FORM OF]

COPYRIGHT SECURITY AGREEMENT SUPPLEMENT

This COPYRIGHT SECURITY AGREEMENT SUPPLEMENT is entered into as of [·] [·], 20[·] (this “Copyright Security Agreement Supplement”), among [·] ([each, a][the] “Grantor”) and UBS AG, Stamford Branch (“UBS”), as Collateral Agent (the “Collateral Agent”) for the Secured Parties.

Reference is made to that certain Pledge and Security Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Security Agreement”), among the Loan Parties party thereto and the Collateral Agent.  The Lenders (as defined below) have extended credit to the Borrower (as defined in Credit Agreement (as defined below)) subject to the terms and conditions set forth in that certain Credit Agreement, dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto (collectively, the “Lenders”) and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the Lenders.  Consistent with the requirements set forth in Sections 4.01 and 5.12 of the Credit Agreement, the [Grantor][Grantors] and the Collateral Agent have entered into that certain Copyright Security Agreement, dated as of [·] [·], 20[·] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Copyright Security Agreement”).  Under the terms of the Security Agreement, the Grantor has granted to the Collateral Agent for the benefit of the Secured Parties as security interest in the Additional Copyright Collateral (as defined below) and have agreed, consistent with the requirements of Section 4.03(c) of the Security Agreement, to execute this Copyright Security Agreement Supplement.  Now, therefore, the parties hereto agree as follows:

SECTION 1.  Terms.  Capitalized terms used in this Copyright Security Agreement Supplement and not otherwise defined herein have the meanings specified in the Security Agreement.

SECTION 2.  Grant of Security Interest.  As security for the prompt and complete payment or performance, as the case may be, in full of the Secured Obligations, [each][the] Grantor, pursuant to the Security Agreement, did and hereby does pledge, collaterally assign, mortgage, transfer and grant to the Collateral Agent, its successors and permitted assigns, on behalf of and for the ratable benefit of the Secured Parties, a continuing security interest in all right, title or interest in, to or under all of the following assets, whether now owned or at any time hereafter acquired by [such][the] Grantor and regardless of where located (collectively, the “Additional Copyright Collateral”):

A.            the Copyright registrations and pending applications for registration in the United States Copyright Office listed on Schedule I hereto;

B.            the right to sue third parties for past, present and future infringements of such Copyright registrations and pending applications for registration, and

C.            all proceeds of and rights associated with the foregoing;

in each case to the extent the foregoing items constitute Collateral.

SECTION 3.  Security Agreement.  The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement.  [Each][The] Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Additional Copyright Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Copyright Security Agreement Supplement and the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 4.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.  Counterparts. This Copyright Security Agreement Supplement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Copyright Security Agreement Supplement by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Copyright Security Agreement Supplement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Copyright Security Agreement Supplement as of the day and year first above written.

[·]
By:
	Name:	[·]
	Title:	[·]

UBS AG, STAMFORD BRANCH, as Collateral Agent
By:
Name:	Title:
By:
Name:	Title:

SCHEDULE I

COPYRIGHTS

REGISTERED OWNER REGISTRATION NUMBER TITLE

COPYRIGHT APPLICATIONS

APPLICANT APPLICATION NUMBER TITLE

EXHIBIT I

Schedule I

[FORM OF]

GUARANTY AGREEMENT

[CIRCULATED SEPARATELY]

I-1

EXHIBIT J

[FORM OF]

SECURITY AGREEMENT

[CIRCULATED SEPARATELY]

J-1

EXHIBIT K

[FORM OF]

LETTER OF CREDIT REQUEST

[Issuing Bank],28 as
Issuing Bank

Attention:[ ]

with a copy to:UBS AG, Stamford Branch,

677 Washington Boulevard, 6th Floor

Stamford, Connecticut 06901

as Administrative Agent for the Lenders referred to below

Attention:BPS Agency

Telephone:203-719-4319

Fax: 203-719-4176

Email:  DL-UBSAgency@ubs.com

[[·] [·], 20[·]]29 

Ladies and Gentlemen:

We hereby request that [·]30, as an Issuing Bank, in its individual capacity, [issue, amend, renew, extend][a/an] [existing] [Standby] [Commercial] Letter of Credit on [·] 31 (the “Date of Issuance”), which Letter of Credit shall be in the aggregate amount of [·]32 and shall be for the account of [·]33.  The beneficiary of the requested Letter of Credit is [·]34, and such Letter of Credit will be in support of [·]35 and will have a stated expiration date of [·]36.  For the purposes of this Letter of Credit Request, unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware

28  Insert name and address of the applicable Issuing Bank.

29  Must be delivered to the applicable Issuing Bank and the Administrative Agent, at least three Business Days in advance of the requested date of issuance, amendment, extension or renewal (or such shorter period as is acceptable to the applicable Issuing Bank).

30  Insert name of the applicable Issuing Bank.

31  Insert date of issuance, which must be a Business Day.

32  Insert aggregate initial amount of Letter of Credit.

33  Insert name of account party.

34  Insert name and address of beneficiary.

35  Insert brief description of obligations(s) to be supported by the Letter of Credit.

36  Date may not be later than the date referred to in Section 2.05(c) of the Credit Agreement.

K-1

EXHIBIT L

corporation, the lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders.

We hereby certify that:

(A)The representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Date of Issuance with the same effect as though such representations and warranties had been made on and as of the Date of Issuance; provided that to the extent that a representation and warranty specifically refers to an earlier date, it is true and correct in all material respects as of such earlier date.

(B)As of the Date of Issuance and immediately after giving effect to the requested Letter of Credit, no Default or Event of Default exists.

[Signature Page Follows]

K-2

WORLD TRIATHLON CORPORATION
By:
	Name:
	Title:

K-3

EXHIBIT L-1

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Promissory Notes evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a duly executed certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform each of the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished each of the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:

Name:

Title:

Date: [·] [·], 20[·]

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in

L-1-1

EXHIBIT L-2

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender and the Administrative Agent with a duly executed certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and the Administrative Agent in writing, and (2) the undersigned shall have at all times furnished such Lender and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: [·] [·], 20[·]

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders.

L-2-1

EXHIBIT L-3

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 871(h)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender and the Administrative Agent with a duly executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and the Administrative Agent and (2) the undersigned shall have at all times furnished such Lender and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date: [·] [·], 20[·]

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to that certain Credit Agreement dated as of June 26, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among, inter alios, World Triathlon Corporation, a Florida corporation, World Endurance Holdings, Inc., a Delaware corporation, the lenders

L-3-1

EXHIBIT L-4

[FORM OF]

U.S. TAX COMPLIANCE CERTIFICATE

from time to time party thereto and UBS AG, Stamford Branch, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders.

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Promissory Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Promissory Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 871(h)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a duly executed IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

L-4-1

[NAME OF LENDER]

By:

Name:

Title:

Date: [·] [·], 20[·]

L-4-2

EXHIBIT M

[FORM OF] SOLVENCY
CERTIFICATE

[·] [·], 20[·]

This Solvency Certificate (this “Solvency Certificate”) is being executed and delivered pursuant to Section 4.01(h) of that certain Credit Agreement, dated as of June 26, 2014 (the “Credit Agreement”), among, inter alios, World Triathlon Corporation, a Florida corporation (“Borrower”), World Endurance Holdings, Inc., a Delaware corporation, the lenders from time to time party thereto and UBS, in its capacities as an issuing bank, the swingline lender and as administrative agent and collateral agent for the lenders (in such capacity, the “Administrative Agent”).  Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

I, [·], the Chief Financial Officer of Borrower, in such capacity and not in an individual capacity, hereby certify as follows:

1.I am generally familiar with the businesses and assets of the Borrower and its Restricted Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Credit Agreement; and

2.As of the date hereof and after giving effect to the Transactions on the Closing Date and the incurrence of the indebtedness and obligations on the Closing Date in connection with the Credit Agreement and the Transactions, that, (i) the sum of the debt (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, taken as a whole, does not exceed the fair value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities of the Borrower and its Restricted Subsidiaries, taken as a whole, on their debts as they become absolute and matured; (iii) the capital of the Borrower and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, contemplated as of the date hereof and (iv) the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business.  For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No. 5).

[Signature Page Follows]

M-1

IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first above written.

WORLD TRIATHLON CORPORATION
By:
		Name:
	Title:

[Signature Page To Solvency Certificate]

EX-10.13

Exhibit 10.13

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 18, 2015 (this “Agreement”), is made by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below) party hereto, and UBS AG, Stamford Branch, as administrative agent for the Lenders (the “Administrative Agent”).

PRELIMINARY STATEMENTS

The Borrower, Holdings, the Lenders and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 26, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

Holdings has entered into an Agreement and Plan of Merger dated August 26, 2015, by and among Wanda Sports Holdings (USA) Inc., a Delaware corporation (“Parent”), Winco USA Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Wanda Culture Holding Co. Limited, a Hong Kong corporation, Holdings, and Swift Representative LLC, a Delaware limited liability company, on behalf of the shareholders of Holdings, pursuant to which Merger Sub shall be merged into Holdings (the “Merger”).

The Borrower has requested certain modifications to the Existing Credit Agreement as more particularly set forth herein.

In consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:

SECTION 1.Amendments to Existing Credit Agreement.

(a)The definitions of “Debt Fund Affiliate”, “Disqualified Institutions” and “Sponsor” in Section 1.01 of the Existing Credit Agreement are amended by replacing “PEP’ wherever it appears with “Wanda”.

(b)The definition of “Investors” in Section 1.01 of the Existing Credit Agreement is amended and restated as follows:

“Investors” means (a) the Sponsor, (b) the Management Investors and (c) certain other investors identified to the Administrative Agent in writing on the First Amendment Effective Date.

(c)The definition of “PEP” in Section 1.01 of the Existing Credit Agreement is deleted in its entirety.

(d)The definition of “Projections” in Section 1.01 of the Existing Credit Agreement is amended by replacing the word “Sponsor” with “Prior Sponsor”.

(e)Section 1.01 of the Existing Credit Agreement is amended by adding the following definitions in appropriate alphabetical order:

“First Amendment” means Amendment No. 1 to the Credit Agreement, dated November 13, 2015 by and among the Borrower, Holdings, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means November 18, 2015.

“Wanda” means Wanda Culture Holding Co. Limited.

“Prior Sponsor” means Providence Equity Partners LLC and any of its controlled Affiliates and funds managed or advised by Providence Equity Partners LLC or any of its controlled Affiliates.

(f)Sections 2.11(b)(vi) and 2.12(f) of the Existing Credit Agreement are amended by replacing the clause “12 months after the Closing Date” wherever it appears with “6 months after the First Amendment Effective Date”.

(g)Section 3.11(a) of the Existing Credit Agreement is amended by replacing the word “Sponsor” with “Prior Sponsor”.

SECTION 2.Conditions to Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:

(a)this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and Lenders comprising the Required Lenders;

(b)(i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) as of the Effective Date, no Event of Default shall exist;

(c)The Merger shall have been consummated;

(d)substantially concurrently with the effectiveness of this Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least three Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 3 of this Agreement;

(e)The Borrower shall have paid, for the account of each Lender that has returned an executed signature page to this Agreement to the Administrative Agent at or prior to 12:00 noon (New York City time) on September 25, 2015, amendment fees in the amount equal to 0.25% of the sum, without duplication, of such Lender’s outstanding Loans and Commitments; and

2

(f)the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower as to the matters set forth in Section 2(b) and (c) of this Agreement.

SECTION 3.Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement subject to the limitations set forth therein.

SECTION 4.Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties as and to the extent provided in the Loan Documents.

SECTION 5.Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.02 of the Credit Agreement.

SECTION 6.Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Agreement is a Loan Document. This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

SECTION 7.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.10 AND 9.11 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.

SECTION 8.Severability. To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

3

SECTION 12.Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of Page Intentionally Blank]

4

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

WORLD TRIATHLON CORPORATION, as Borrower
By	/s/ Patrick Gramling
	Name:	PATRICK GRAMLING
	Title:	CHIEF FINANCIAL OFFICER
WORLD ENDURANCE HOLDINGS, INC, as
Holdings
By	/s/ Andrew Messick
	Name:	ANDREW MESSICK
	Title:	CHIEF EXECUTIVE OFFICER

UBS AG, Stamford Branch,
as Administrative Agent
By	/s/ Darlene Arias
	Name:	Darlene Arias
	Title:	Director
By	/s/ Craig Pearson
	Name:	Craig Pearson
	Title:	Associate Director

ACKNOWLEDGED AND AGREED:
IRONMAN HOLDINGS I LLC, as Subsidiary Guarantor
By:	/s/ Steven Johnston
Name:	STEVEN JOHNSTON
Title:	CHIEF LEGAL OFFICER
IRONMAN MARYLAND EVENTS, LLC, as Subsidiary
Guarantor
By:	WORLD TRIATHLON CORPORATION, its sole member
By:	/s/ Patrick Gramling
Name:	PATRICK GRAMLING
Title:	CHIEF FINANCIAL OFFICER

UBS AG, Stamford Branch,
as a Lender
By:	/s/ Darlene Arias
	Name:	Darlene Arias
	Title:	Director
If a second signature is necessary:
By:	/s/ Craig Pearson
	Name:	Craig Pearson
	Title:	Associate Director

Arrowpoint CLO 2013-1, LTD.,
as a Lender
By:	/s/ Colby D. Stilson
	Name:	Colby D. Stilson
	Title:	Portfolio Manager
If a second signature is necessary:
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Arrowpoint CLO 2014-2, LTD.,
as a Lender
By:	/s/ Colby D. Stilson
	Name:	Colby D. Stilson
	Title:	Portfolio Manager
If a second signature is necessary:
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Arrowpoint CLO 2014-3, LTD.,
as a Lender
By:	/s/ Colby D. Stilson
	Name:	Colby D. Stilson
	Title:	Portfolio Manager
If a second signature is necessary:
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Peaks CLO 1, LTD.,
as a Lender
By:	/s/ Colby D. Stilson
	Name:	Colby D. Stilson
	Title:	Portfolio Manager
If a second signature is necessary:
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

AXA IM Inc., for and on behalf of
ALLEGRO CLO II, LTD.
as a Lender
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

AXA IM Inc., for and on behalf of
ALLEGRO CLO III, LTD.
as a Lender
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

BlueMountain CLO 2014-1 Ltd,
as a Lender
By:	/s/ Meghan Fornshell
	Name:	Meghan Fornshell
	Title:	Operations Analyst
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

BlueMountain CLO 2014-2 Ltd,
as a Lender
By:	/s/ Meghan Fornshell
	Name:	Meghan Fornshell
	Title:	Operations Analyst
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

BlueMountain CLO 2014-3 Ltd.,
as a Lender
By: BlueMountain Capital Management, LLC
By:	/s/ Meghan Fornshell
	Name:	Meghan Fornshell
	Title:	Operations Analyst
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

BlueMountain CLO 2014-4 Ltd,
as a Lender
BY: BlueMountain Capital Management
By:	/s/ Meghan Fornshell
	Name:	Meghan Fornshell
	Title:	Operations Analyst
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

BlueMountain CLO 2015-2, Ltd.,
as a Lender
By: BlueMountain Capital Management, LLC
By:	/s/ Meghan Fornshell
	Name:	Meghan Fornshell
	Title:	Operations Analyst
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

CALIFORNIA STATE TEACHERS’
RETIREMENT SYSTEM,
as a Lender
By: Credit Suisse Asset Management, LLC, as investment manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

CREDIT SUISSE FLOATING RATE HIGH
INCOME FUND,
as a Lender
By: Credit Suisse Asset Management, LLC, as
investment advisor
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

MADISON PARK FUNDING XIV, LTD.,
as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio
manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

THE EATON CORPORATION MASTER
RETIREMENT TRUST,
as a Lender
BY: Credit Suisse Asset Management, LLC, as
investment manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

1199SEIU Health Care Employees Pension Fund
By: Crescent Capital Group LP, its advisor
as a Lender
By:	/s/ Brian McKeon
	Name:	Brian McKeon
	Title:	Vice President
By:	/s/ John Hwang
	Name:	JOHN HWANG
	Title:	VICE PRESIDENT

Signature Page to Amendment No. 1 to Credit Agreement

Allied World Assurance Company Ltd
By: Crescent Capital Group LP, its adviser
as a Lender
By:	/s/ Brian McKeon
	Name:	Brian McKeon
	Title:	Vice President
By:	/s/ John Hwang
	Name:	JOHN HWANG
	Title:	VICE PRESIDENT

Signature Page to Amendment No. 1 to Credit Agreement

Argonaut Insurance Company
By: Crescent Capital Group LP, its adviser
as a Lender
By:	/s/ Brian McKeon
	Name:	Brian McKeon
	Title:	Vice President
By:	/s/ John Hwang
	Name:	JOHN HWANG
	Title:	VICE PRESIDENT

Signature Page to Amendment No. 1 to Credit Agreement

Crescent Capital High Income Fund B, L.P.
By: Crescent Capital Group LP, its adviser
as a Lender
By:	/s/ Brian McKeon
	Name:	Brian McKeon
	Title:	Vice President
By:	/s/ John Hwang
	Name:	JOHN HWANG
	Title:	VICE PRESIDENT

Signature Page to Amendment No. 1 to Credit Agreement

Crescent Capital High Income Fund L.P.
Business Name: Crescent Capital LP
High Income Fund
By: Crescent Capital Group LP, its adviser
as a Lender
By:	/s/ Brian McKeon
	Name:	Brian McKeon
	Title:	Vice President
By:	/s/ John Hwang
	Name:	JOHN HWANG
	Title:	VICE PRESIDENT

Signature Page to Amendment No. 1 to Credit Agreement

Mt. Whitney Securities, Inc.
By: Crescent Capital Group LP, its adviser
as a Lender
By:	/s/ Brian McKeon
	Name:	Brian McKeon
	Title:	Vice President
By:	/s/ John Hwang
	Name:	JOHN HWANG
	Title:	VICE PRESIDENT

Signature Page to Amendment No. 1 to Credit Agreement

As a Lender	George Lucas Family Foundation
	By: Deutsche Bank Trust Company Americas as Agent
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

As a Lender	The GWL Living Trust
	By: Deutsche Bank Trust Company Americas as Agent
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

As a Lender	Deutsche Floating Rate Fund
	By: Deutsche Investment Management Americas Inc.
	Investment Advisor
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

As a Lender	Deutsche Short Duration Fund
	By: Deutsche Investment Management Americas Inc.
	Investment Advisor
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

As a Lender	Deutsche Ultra-Short Duration Fund
	By: Deutsche Investment Management Americas Inc.
	Investment Advisor
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

As a Lender	Flagship CLO VIII, Ltd
	By: Deutsche Investment Management Americas Inc. ,
	As Investment Manager
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

As a Lender	Nomura Global Manager Select — Bank Loan Fund
	a series trust of Nomura Global Manager Select
	By: Deutsche Investment Management Americas Inc., its Investment Sub-Advisor
		/s/ Eric S. Meyer
	By:	Eric S. Meyer
		Managing Director
	If a second signature is necessary:
		/s/ Antonio V. Versaci
	By:	Name:	Antonio V. Versaci
		Title:	Director

Halcyon Loan Advisors Funding 2012-2, Ltd.,
as a Lender
BY: Halcyon Loan Advisors 2012-2 LLC as collateral
manager
By:	/s/ David Martino
	Name:	David Martino
	Title:	Controller
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Halcyon Loan Advisors Funding 2014-2 Ltd.,
as a Lender
By: Halcyon Loan Advisors 2014-2 LLC as collateral
manager
By:	/s/ David Martino
	Name:	David Martino
	Title:	Controller
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Halcyon Loan Advisors Funding 2014-3 Ltd,
as a Lender
BY: Halcyon Loan Advisors 2014-3 LLC as Collateral
Manager
By:	/s/ David Martino
	Name:	David Martino
	Title:	Controller
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

IA Clarington Core Plus Bond Fund,
as a Lender
By:	/s/ Terry Thib
	Name:	Terry Thib
	Title:	Portfolio Manager
If a second signature is necessary:
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

IA Clarington Floating Rate Income Fund,
as a Lender
By:	/s/ Terry Thib
	Name: Terry Thib
	Title: Portfolio Manager
If a second signature is necessary:
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

IVY HILL MIDDLE MARKET CREDIT FUND IV, LTD.
By: Ivy Hill Asset Management, L.P., as Portfolio Manager
By:	/s/ Miriam G. Krieger
Name:	Miriam G. Krieger
Title:	Authorized Signatory
IVY HILL MIDDLE MARKET CREDIT FUND V, LTD.
By; Ivy Hill Asset Management, L.P., as Portfolio Manager
By:	/s/ Miriam G. Krieger
Name:	Miriam G. Krieger
Title:	Authorized Signatory
IVY HILL MIDDLE MARKET CREDIT FUND VI, LTD.
By: Ivy Hill Asset Management, L.P., as Collateral Manager
By:	/s/ Miriam G. Krieger
Name:	Miriam G. Krieger
Title:	Authorized Signatory
IVY HILL MIDDLE MARKET CREDIT FUND VII, LTD.
By: Ivy Hill Asset Management, L.P., as Asset Manager
By:	/s/ Miriam G. Krieger
Name:	Miriam G. Krieger
Title:	Authorized Signatory
IVY HILL MIDDLE MARKET CREDIT FUND IX, LTD.
By: Ivy Hill Asset Management, L.P., as Asset Manager
By:	/s/ Miriam G. Krieger
Name:	Miriam G. Krieger
Title:	Authorized Signatory

Signature Page to Amendment No. 1 to Credit Agreement

JMP Credit Advisors CLO II Ltd.
By: JMP Credit Advisors LLC
As Attorney-in-Fact
By:	/s/ Jeremy Phipps
	Name: Jeremy Phipps
	Title: Director

JMP Credit Advisors CLO III Ltd.
By: JMP Credit Advisors LLC,
As Attorney-in-Fact
By:	/s/ Jeremy Phipps
	Name: Jeremy Phipps
	Title: Director

MidOcean Credit CLO III,
as a Lender
By: MidOcean Credit Fund Management LP, as Portfolio Manager
By: Ultramar Credit Holdings, Ltd., its General Partner
By:	/s/ Jim Wiant
	Name: Jim Wiant
	Title: Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

VENTURE XIX CLO, Limited,
as a Lender
By: its investment advisor
MJX Asset Management LLC
By:	/s/ John P. Calaba
	Name: John P. Calaba
	Title: Portfolio Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Venture XVIII CLO, Limited,
as a Lender
By: its investment advisor
MJX Asset Management LLC
By:	/s/ John P. Calaba
	Name: John P. Calaba
	Title: Portfolio Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Gallatin CLO IV 2012-1, Ltd
As Assignee
By: MP Senior Credit Partners LP
as its Collateral Manager
,
as a Lender
By:	/s/ Jane Lawrence
	Name: Jane Lawrence
	Title: Principal

Signature Page to Amendment No. 1 to Credit Agreement

NMFC Senior Loan Program I LLC,
as a Lender
By:	/s/ John R. Kline
	Name: John R. Kline
	Title: EVP & COO
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Oaktree CLO 2014-1 Ltd.,
as a Lender
BY: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:	/s/ William Wang
	Name: William Wang
	Title: Vice President
By:	/s/ Armen Panossian
	Name: Armen Panossian
	Title: Managing Director

Signature Page to Amendment No. 1 to Credit Agreement

Oaktree CLO 2014-2 Ltd.,
as a Lender
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:	/s/ William Wang
	Name: William Wang
	Title: Vice President
By:	/s/ Armen Panossian
	Name: Armen Panossian
	Title: Managing Director

Signature Page to Amendment No. 1 to Credit Agreement

Oaktree EIF II Series A1, Ltd.,
as a Lender
By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:	/s/ William Wang
	Name: William Wang
	Title: Vice President
By:	/s/ Armen Panossian
	Name: Armen Panossian
	Title: Managing Director

Signature Page to Amendment No. 1 to Credit Agreement

OAKTREE EIF II SERIES A2, LTD.,
as a Lender
By: Oaktree Capital Management, L.P.
its: Collateral Manager
By:	/s/ William Wang
	Name: William Wang
	Title: Vice President
By:	/s/ Armen Panossian
	Name: Armen Panossian
	Title: Managing Director

Signature Page to Amendment No. 1 to Credit Agreement

OFSI Fund V, Ltd.
By:	OFS Capital Management, LLC
Its:	Collateral Manager
	By:	/s/ Maureen S. Ault
	Name:	Maureen S. Ault
	Title:	Director

Signature Page to Amendment No. 1 to Credit Agreement

OFSI Fund VI, Ltd.
	By:	OFS Capital Management, LLC
	Its:	Collateral Manager
		By:	/s/ Maureen S. Ault
		Name:	Maureen S. Ault
		Title:	Director

Signature Page to Amendment No. 1 to Credit Agreement

OFSI Fund VII, Ltd.
	By:	OFS Capital Management, LLC
	Its:	Collateral Manager
		By:	/s/ Maureen S. Ault
		Name:	Maureen S. Ault
		Title:	Director

Signature Page to Amendment No. 1 to Credit Agreement

Benefit Street Partners CLO III, Ltd.,
as a Lender
By:	/s/ Todd Marsh
	Name: Todd Marsh
	Title: Authorized Signer
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Benefit Street Partners CLO IV, Ltd.,
as a Lender
By:	/s/ Todd Marsh
	Name: Todd Marsh
	Title: Authorized Signer
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Benefit Street Partners CLO V, Ltd.,
as a Lender
By:	/s/ Todd Marsh
	Name: Todd Marsh
	Title: Authorized Signer
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

ALPS/Westport Resources Hedged High Income Fund,
as a Lender
BY: Sound Point Capital Management, LP as Sub
Investment Advisor
By:	/s/ Dwayne Weston
	Name: Dwayne Weston
	Title: CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Commonwealth of Pennsylvania, Treasury Department,
as a Lender
BY: Sound Point Capital Management, LP as Investment Advisor
By:	/s/ Dwayne Weston
	Name: Dwayne Weston
	Title: CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Commonwealth of Pennsylvania, Treasury
Department - Tuition Account Program,
as a Lender
BY: Sound Point Capital Management, LP as Investment Advisor
By:	/s/ Dwayne Weston
	Name: Dwayne Weston
	Title: CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Kaiser Foundation Hospitals,
as a Lender
By: Sound Point Capital Management, LP as Manager
By:	/s/ Dwayne Weston
	Name: Dwayne Weston
	Title: CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Kaiser Permanente Group Trust,
as a Lender
By: Sound Point Capital Management, LP as Manager
By:	/s/ Dwayne Weston
	Name: Dwayne Weston
	Title: CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Sound Point CLO II, Ltd,
as a Lender
BY: Sound Point Capital Management, LP as Collateral Manager
By:	/s/ Dwayne Weston
	Name: Dwayne Weston
	Title: CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Sound Point CLO III, Ltd,
as a Lender
BY: Sound Point Capital Management, LP as Collateral Manager
By:	/s/ Dwayne Weston
	Name:	Dwayne Weston
	Title:	CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Sound Point CLO VII, Ltd.,
as a Lender
BY: Sound Point Capital Management, LP as Collateral Manager
By:	/s/ Dwayne Weston
	Name:	Dwayne Weston
	Title:	CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

SOUND POINT FLOATING RATE FUND, A
SERIES OF TAYLOR INSURANCE SERIES LP,
as a Lender
BY: Sound Point Capital Management LP As Investment Manager
By:	/s/ Dwayne Weston
	Name:	Dwayne Weston
	Title:	CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Sound Point Floating Rate Income Fund,
as a Lender
BY: Sound Point Capital Management, LP as Investment Advisor
By:	/s/ Dwayne Weston
	Name:	Dwayne Weston
	Title:	CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Teamsters Pension Trust Fund of Philadelphia & Vicinity,
as a Lender
BY: Sound Point Capital Management, LP as Investment Advisor
By:	/s/ Dwayne Weston
	Name:	Dwayne Weston
	Title:	CLO Operations Manager
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

John Hancock Funds II - Spectrum Income Fund,
as a Lender
BY: T. Rowe Price Associates, Inc. as investment sub-advisor
By:	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

T. Rowe Price Funds Series II SICAV,
as a Lender
By: T. Rowe Price Associates, Inc., as investment sub-manager of the T. Rowe Price Funds Series II SICAV
By:	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

T. Rowe Price Floating Rate Fund, Inc.,
as a Lender
By:	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

T. Rowe Price Floating Rate Multi-Sector Account Portfolio,
as a Lender
By:	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

ACE American Insurance Company,
as a Lender
BY: T. Rowe Price Associates, Inc. as investment advisor
By:	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

T. Rowe Price Institutional Floating Rate Fund,
as a Lender
By:	/s/ Brian Burns
	Name:	Brian Burns
	Title:	Vice President
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

TELOS CLO 2013-3, Ltd.,
as a Lender
By: Telos Asset Management, LLC
By:	/s/ Jonathan Tepper
	Name:	Jonathan Tepper
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

TELOS CLO 2013-4, Ltd.,
as a Lender
By: Telos Asset Management, LLC
By:	/s/ Jonathan Tepper
	Name:	Jonathan Tepper
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

TELOS CLO 2014-5, Ltd.,
as a Lender
By: Telos Asset Management, LLC
By:	/s/ Jonathan Tepper
	Name:	Jonathan Tepper
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

TELOS CLO 2014-6, Ltd,
as a Lender
By:	/s/ Jonathan Tepper
	Name:	Jonathan Tepper
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Russell Institutional Funds, LLC - Russell Multi-Asset Core Plus Fund,
as a Lender
BY: THL Credit Advisors LLC, as Investment Manager
By:	/s/ Kathleen Zarn
	Name:	Kathleen Zarn
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Russell Investment Company Russell Global Opportunistic Credit Fund,
as a Lender
BY: THL Credit Advisors LLC, as Investment Manager
By:	/s/ Kathleen Zarn
	Name:	Kathleen Zarn
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Russell Investment Company Russell Short Duration Bond Fund,
as a Lender
BY: THL Credit Advisors LLC, as Investment Manager
By:	/s/ Kathleen Zarn
	Name:	Kathleen Zarn
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Russell Investments Ireland Limited on behalf of the Russell Floating Rate Fund, a subfund of Russell Qualifying Investor Alternative Investment Funds plc,
as a Lender
BY: THL Credit Advisors LLC, as Investment Manager
By:	/s/ Kathleen Zarn
	Name:	Kathleen Zarn
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

THL Credit Wind River 2014-2 CLO Ltd.,
as a Lender
BY: THL Credit Senior Loan Strategies LLC, as Manager
By:	/s/ Kathleen Zarn
	Name:	Kathleen Zarn
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

THL Credit Wind River 2014-3 CLO Ltd.,
as a Lender
BY THL Credit Senior Loan Strategies LLC, as Manager
By:	/s/ Kathleen Zarn
	Name:	Kathleen Zarn
	Title:	Managing Director
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Trinitas CLO II, Ltd.,
as a Lender
By:	/s/ Gibran Mahmud
	Name:	Gibran Mahmud
	Title:	Chief Investment Officer
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Trinitas CLO III, Ltd.,
as a Lender
By:	/s/ Gibran Mahmud
	Name:	Gibran Mahmud
	Title:	Chief Investment Officer
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

UBS AG, Stamford Branch,
as a Lender
By:	/s/ Darlene Arias
	Name:	Darlene Arias
	Title:	Director
If a second signature is necessary:
By:	/s/ Craig Pearson
	Name:	Craig Pearson
	Title:	Associate Director

Gallatin CLO V 2013-1, Ltd
As Assignee
By: MP Senior Credit Partners L.P.
as its Collateral Manager
,
as a Lender
By:	/s/ Jane Lawrence
	Name:	Jane Lawrence
	Title:	Principal

Signature Page to Amendment No. l to Credit Agreement

John Hancock Fund II Floating Rate Income Fund,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Legg Mason Western Asset Senior Loans Fund,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

LMP Corporate Loan Fund, Inc.,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Mountain Hawk I CLO, LTD.,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Mountain Hawk II CLO, LTD.,

as a Lender

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Mountain Hawk III CLO, Ltd.,

as a Lender

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

MultiMix Wholesale Diversified Fixed Interest Trust,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Western Asset Bank Loan (Offshore) Fund,

as a Lender

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Western Asset Floating Rate High Income Fund,

LLC,

as a Lender

BY: Western Asset Management Company as

Investment Manager and Agent

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

Western Asset U.S. Bank Loan (Offshore) Fund,

as a Lender

By:	/s/ Ben Kattan
	Name: Ben Kattan
	Title: Security Operations Specialist
By:
	Name:
	Title:

Signature Page to Amendment No. 1 to Credit Agreement

MIHI LLC               ,

as a Lender

By:	/s/ Ayesha Farooqi
	Name: Ayesha Farooqi
	Title: Authorized Signatory
If a second signature is necessary:
By:	/s/ Caleb Hsieh
	Name: Caleb Hsieh
	Title: Authorized Signatory

Signature Page to Amendment No. 1 to Credit Agreement

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 5, 2017 (this “Agreement”), is made by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), the Incremental Term Lenders (as defined below) party hereto, and UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

The Borrower, Holdings, the Lenders and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 26, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

The Borrower has requested commitments for Incremental Term Loans in an aggregate principal amount of $30,000,000 (the “New Term Loan Commitments”), which will be available on the Effective Date (as defined below), and which New Term Loan Commitments shall constitute commitments in respect of Incremental Term Loans (the “New Term Loans”) under the Credit Agreement.

In connection therewith, UBS Securities LLC and UBS AG, Stamford Branch entered into a commitment letter with the Borrower, dated as of May 23, 2017 (the “Commitment Letter”).

Each Person party hereto with a New Term Loan Commitment (an “Incremental Term Lender”) party hereto is willing to make the New Term Loans in the amounts set forth opposite such Incremental Term Lender’s name in Schedule 1.01(a) hereof.

In consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:

SECTION 1.Amendments to Existing Credit Agreement. The Existing Credit Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 3 of this Agreement, hereby amended as follows:

(a)Schedule 1.01(a) of the Existing Credit Agreement is amended by adding thereto the New Term Loan Commitments hereunder of the Incremental Term Lenders party hereto as set forth on Schedule 1.01(a) hereto.

(b)Upon the funding of the New Term Loans on the Effective Date, the New Term Loans shall automatically and without further action by any Person constitute additional Initial Term Loans (and shall have the same terms as the Initial Term Loans) for all purposes of the Credit Agreement and the other Loan Documents; provided that the Borrower shall use the proceeds of the New Term Loans to (i) repay $15,750,000 in Revolving Loans (“Revolving Loan Repayment”) and (ii) for working capital and general corporate purposes permitted under the Credit Agreement.

(c)If the New Term Loans are initially funded as LIBO Rate Loans, on the Effective Date there shall commence an initial Interest Period with respect to the New Term Loans that shall end on

the last day of the Interest Period applicable to the existing Initial Term Loans as in effect immediately prior to the Effective Date.

(d)The scheduled amortization payments in respect of Initial Term Loans under Section 2.10 of the Existing Credit Agreement shall be automatically ratably increased by the aggregate principal amount of the New Term Loans and (ii) the Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the New Term Loans are included in each borrowing and repayment of Initial Term Loans on a pro rata basis. Any remaining outstanding amount of New Term Loans shall be repaid in full on the Initial Term Loan Maturity Date.

(e)The New Term Loan Commitments provided for hereunder shall terminate on the Effective Date immediately upon the borrowing of New Term Loans pursuant to Section 2 below.

SECTION 2.Incremental Term Lenders. Each Incremental Term Lender party hereto hereby acknowledges and agrees that it has a New Term Loan Commitment in the amount set forth opposite such Incremental Term Lender’s name on Schedule 1.01(a) to this Agreement and agrees to severally make to the Borrower, Incremental Term Loans on the Effective Date, in Dollars, in an aggregate amount not in excess of such Incremental Term Lender’s New Term Loan Commitment hereunder. From and after the Effective Date, (a) each Incremental Term Lender party hereto shall be a Term Lender for all purposes under the Credit Agreement and the other Loan Documents and (b) the New Term Loan Commitments of each Incremental Term Lender party hereto shall be a commitment for Initial Term Loans for all purposes under the Credit Agreement and the other Loan Documents.

SECTION 3.Conditions to Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:

(a)this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and Incremental Term Loan Lenders;

(b)(i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) as of the Effective Date, no Event of Default shall exist;

(c)The Revolving Loan Repayment shall occur substantially concurrently with the effectiveness of this Amendment;

(d)substantially concurrently with the effectiveness of this Agreement, (A) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 4 of this Agreement, and (B) all fees and other amounts due and payable as of the Effective Date under the Commitment Letter shall have been paid;

(e)the Administrative Agent shall have received a (i) a certificate of the Borrower dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by each Loan Party of this Agreement,

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(B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, including the Organization Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of the such Loan Party (or certify that the Organization Documents of such Loan Party previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization;

(f)the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower as to the matters set forth in Section 3(b) and (c) of this Agreement;

(g)the Administrative Agent shall have received three Business Days prior to the Effective Date (or such later date as the Administrative Agent reasonably agrees) all documentation and other information requested by the Incremental Term Lenders five Business Days prior to the Effective Date with respect to the Borrower and the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act;

(h)the Administrative Agent shall have received a Borrowing Request as required pursuant Section 2.03 of the Existing Credit Agreement;

(i)the Administrative Agent shall have received a certificate, in substantially the form delivered to the Administrative Agent on the Closing Date, from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, after giving effect to the effectiveness of this Agreement and the making of the New Term Loans and the Revolving Loan Repayment, in each case, on the Effective Date and the other transactions contemplated hereby, are solvent; and

(j)the Administrative Agent shall have received, on behalf of itself, and the Incremental Term Lenders, written opinions of Goodwin Procter LLP and Carlton Fields Jordan Burt, P.A., counsel for the Loan Parties.

SECTION 4.Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement subject to the limitations set forth therein.

SECTION 5.Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties as and to the extent provided in the Loan Documents.

SECTION 6.FATCA. From and after the Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel

3

for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”

SECTION 7.Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.02 of the Credit Agreement.

SECTION 8.Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Agreement is a Loan Document. This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

SECTION 9.GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.10 AND 9.11 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.

SECTION 10.Severability. To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11.Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

WORLD TRIATHLON CORPORATION, as Borrower
By	/s/ Andrew Messick
	Name: Andrew Messick
	Title: Chief Executive Officer and President
WORLD ENDURANCE HOLDINGS, INC, as
Holdings
By	/s/ Andrew Messick
	Name: Andrew Messick
	Title: Chief Executive Officer and President

[Amendment No. 2]

UBS AG. Stamford Branch,

as Administrative Agent

By	/s/ Houssem Daly
	Name: Houssem Daly
	Title: Associate Director
By	/s/ Darlene Arias
	Name: Darlene Arias
	Title: Director

UBS AG, Stamford Branch,

as Incremental Term Loan Lender

By	/s/ Houssem Daly
	Name: Houssem Daly
	Title: Associate Director
By	/s/ Darlene Arias
	Name: Darlene Arias
	Title: Director

ACKNOWLEDGED AND AGREED:
IRONMAN HOLDINGS I LLC, as Subsidiary Guarantor
By:	/s/ Andrew Messick
Name:	Name: Andrew Messick
Title:	Title: Chief Executive Officer and President
IRONMAN MARYLAND EVENTS, LLC, as Subsidiary
Guarantor
By: WORLD TRIATHLON CORPORATION, its sole member
By:		/s/ Andrew Messick
Name:		Name: Andrew Messick
Title:		Title: Chief Executive Officer and President

[Amendment No. 2]

Schedule 1.01(a)

New Term Loan Commitment

Lender	New Term Loan Commitment		Pro Rata Share
UBS AG, Stamford Branch	$	30,000,000	100	%
Total	$	30,000,000	100	%

Execution Version

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of January 18, 2019 (this “Agreement”), is made by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), the Revolving Lenders party hereto, the Swingline Lender, the Issuing Bank and UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

The Borrower, Holdings, the Lenders, the Swingline Lender, the Issuing Bank and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 26, 2014 (as amended by (x) Amendment No. 1 to Credit Agreement dated as of November 18, 2015, (y) Amendment No. 2 to Credit Agreement dated as of June 5, 2017 and (z) as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).

The Borrower has requested to extend the maturity and termination date of the Revolving Credit Commitments existing on the Effective Date.

Subject to the terms and conditions of the Credit Agreement, including Section 2.23 thereof, the Borrower may make an Extension Offer to extend the Revolving Credit Maturity Date and establish Extended Revolving Credit Commitments and Extended Revolving Loans by entering into an Extension.

Subject to the terms and conditions of this Agreement, the undersigned Revolving Lenders constituting all of the Revolving Lenders as of the date hereof, the Swingline Lender and the Issuing Bank have agreed to extend the Revolving Credit Maturity Date and establish Extended Revolving Credit Commitments and Extended Revolving Loans pursuant to this Agreement.

Section 9.02(d) and Section 2.23 of the Credit Agreement provide that the Credit Agreement and the other Loan Documents may be amended to effect an Extension for certain purposes.

In consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:

SECTION 1.         Amendment to Credit Agreement. The Credit Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 3 of this Agreement, hereby amended as follows:

(a)           Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in their correct alphabetical order:

“Second Amendment” means Amendment No. 2 to this Agreement, dated as of June 5, 2017, among each Loan Party, the Lenders party thereto and the Administrative Agent.

“Third Amendment” means Third Amendment to this Agreement, dated as of January 18, 2019 among each Loan Party, the Revolving Lenders party thereto and the Administrative Agent.

(b)           Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety the definition of “Revolving Credit Maturity Date” to read as follows:

“Revolving Credit Maturity Date” shall mean the date that is the earliest of (i) March 25, 2021, (ii) 90 days prior to the Initial Term Loan Maturity Date and (iii) 90 days prior to the stated maturity date of any Additional Term Loan.

(c)           Section 9.01(a)(i) of the Credit Agreement is amended by adding the following at the end thereof:

“with a copy to (which shall not constitute notice to any Loan Party):

Greenberg Traurig, P.A.

333 Southeast 2nd Avenue, Suite 4400

Miami, FL 33131

Telephone: (305) 579-0626

Facsimile: (305) 579-0717

Attention: Carl Fornaris”

(d)           Section 9.01(a)(ii) of the Credit Agreement is amended by replacing the following as counsel to the Administrative Agent:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Telephone: +1(212)715-9484

Facsimile: +1(212)715-8000

Attention: Richard Farley

SECTION 2.         Conditions to Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:

(a)           this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent, Revolving Lenders signatory hereto, the Swingline Lender and the Issuing Bank;

(b)           the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) as of the Effective Date, no Event of Default shall exist;

(c)           substantially concurrently with the effectiveness of this Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 3 of this Agreement;

2

(d)           the Administrative Agent shall have received a (i) a certificate of the Borrower dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by each Loan Party of this Agreement, (B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of the such Loan Party (or certify that the Organizational Documents of such Loan Party previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization;

(e)           the Administrative Agent shall have received three Business Days prior to the Effective Date (or such later date as the Administrative Agent reasonably agrees) a certification of beneficial ownership of the Borrower required under 31 C.F.R. § 1010.230;

(f)            the Administrative Agent shall have received a certificate, in substantially the form delivered to the Administrative Agent on the Closing Date, from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, after giving effect to the effectiveness of this Agreement on the Effective Date and the other transactions contemplated hereby, are solvent;

(g)           the Administrative Agent shall have received, on behalf of itself, and the Lenders, written opinions of Greenberg Traurig, LLP, Greenberg Traurig, P.A. and Venable LLP as counsel for the Loan Parties; and

(h)           each Revolving Lender shall have received a consent fee, in cash, for its own account equal to 0.50% of its Revolving Credit Commitment.

SECTION 3.         Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement subject to the limitations set forth therein.

SECTION 4.         Condition Subsequent. On or before January 30, 2019 (or such other date that the Administrative Agent may agree, in writing, in its sole discretion), the Borrower and the other Loan Parties shall have complied with Section 5.15 with respect to each of the following entities and each of the following entities shall have joined the Loan Documents as Loan Parties: Competitor Group Holdings, Inc., Competitor Group, Inc. and Competitor Group Events, Inc. For the avoidance of doubt, failure to comply with the foregoing condition would be an immediate Event of Default under the Credit Agreement and the other Loan Documents.

SECTION 5.         Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties as and to the extent provided in the Loan Documents.

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SECTION 6.         FATCA. The Borrower reaffirms its obligation to indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

SECTION 7.         Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.02 of the Credit Agreement.

SECTION 8.         Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby and that this Agreement is a Loan Document. This Agreement shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

SECTION 9.         GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.10 AND 9.11 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.

SECTION 10.       Severability. To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11.       Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

[Remainder of Page Intentionally Blank]

4

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above

WORLD TRIATHLON CORPORATION, as Borrower
By	/s/ Andrew Messick
	Name: Andrew Messick
	Title: Chief Executive Officer and President
WORLD ENDURANCE HOLDINGS, INC, as Holdings
By	/s/ Andrew Messick
	Name: Andrew Messick
	Title: Chief Executive Officer and President
IMU HOLDINGS, LLC, as Subsidiary Guarantor
	By: World Triathlon Corporation, its Sole Member
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer and President
CHESAPEAKE BAY BRIDGE RUN, LLC, as Subsidiary
Guarantor
	By: World Triathlon Corporation, its Sole Member
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer and President

[Signature Page — Third Amendment]

IRONMAN HOLDINGS I LLC, as Subsidiary Guarantor
	By: World Triathlon Corporation its Sole Member
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer and President
COMPETITOR GROUP HOLDINGS, INC, as Subsidiary
Guarantor
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer and President
COMPETITOR GROUP, INC., as Subsidiary Guarantor
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer and President
COMPETITOR GROUP EVENTS, INC., as Subsidiary
Guarantor
By:	/s/ Andrew Messick
Name:	Andrew Messick
Title:	Chief Executive Officer and President

[Signature Page — Third Amendment]

UBS AG, Stamford Branch,

as Administrative Agent

By	/s/ Kenneth Chin
	Name:	Kenneth Chin
	Title:	Director
		Banking Products Services, US
By	/s/ Darlene Arias
	Name:	Darlene Arias
	Title:	Director

[Signature Page to Third Amendment]

UBS AG, Stamford Branch,

as Revolving Lender, Issuing Bank and Swingline Lender

By	/s/ Kenneth Chin
	Name:	Kenneth Chin
	Title:	Director
		Banking Products Services, US
By	/s/ Darlene Arias
	Name:	Darlene Arias
	Title:	Director

[Signature Page to Third Amendment]

EX-10.14

Exhibit 10.14

THIS COOPERATION AGREEMENT (this “Agreement”) is entered into on May 14, 2019

BY AND AMONG:

A.Dalian Wanda Group Co., Ltd. (大连万达集团股份有限公司), a company limited by shares incorporated under the laws of the PRC with its registered office at 539 Changjiang Road, Xigang District, Dalian, Liaoning Province (“Party A”);

B.Wanda Culture Holding Co. Limited (萬達文化控股有限公司), a limited liability company incorporated under the laws of Hong Kong with its registered office at Unit 606, 6/F, Alliance Building, 133 Connaught Road, Central, Hong Kong (“Party B”); and

C.Wanda Sports Group Company Limited (萬達體育集團有限公司), a limited liability company incorporated under the laws of Hong Kong with its registered office at Room 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (“Party C”).

The above parties are hereinafter referred to as the “Parties” and each a “Party”.

WHEREAS:

1.As of the date of this Agreement, Party A is the controlling shareholder of Party B and Party C, and Party B is the controlling shareholder of Party C.

2.Party C and other Party C Group Members (as defined below), for business purposes, intend Party A Group (as defined below) to provide or continue to provide certain support services.  Party A Group is willing to provide or continue to provide such support services to Party C Group (as defined below).

3.Party A and other Party A Group Members (as defined below) intend Party C Group to provide or continue to provide consulting services or other services in relation to sports sponsorship.  Party C Group is willing to provide or continue to provide such services to Party A Group.

4.Party C and other Party C Group Members, for business purposes, intend Party A Group to grant to Party C or other Party C Group Members (as the case may be) the rights to use certain trademarks of Party A Group free of charge.  Party A Group is willing to grant to Party C or other Party C Group Members (as the case may be) such rights. In addition, Party A Group confirms that Party C or other Party C Group Members (as the case may be) may use “万达” and “Wanda” in their company names free of charge.

5.Party C and other Party C Group Members intend Party B to transfer to them, without consideration, Party B’s certain rights and obligations under the Multi-Sponsorship, Series Expansion & Future Membership Agreement (“WMM Agreement”) entered into between Party B and Abbott World Marathon Majors (“WMM”) on April 26, 2017, and Party C or other Party C Group Members (as the case may be) agrees to accept such rights and assume obligations associated therewith.  Party B is willing to transfer such rights and obligations without consideration to Party C or other Party C Group Members (as the case may be).

6.Party C and other Party C Group Members intend Party A to transfer to them, without consideration, Party A’s rights under the Cooperation Agreement on Co-Hosting the Road Cycling World Tour (《共同举办公路自行车世界巡回赛合作协议》) and the Cooperation Agreement on Co-Hosting the Women’s Road Cycling World Tour and the UCI World Cycling Annual Awards (《共同举办女子公路自行车世界巡回赛和UCI世界自行车运动年度颁奖盛典合作协议》) entered into between Party A and the People’s Government of the Guangxi Zhuang Autonomous Region on May 20, 2016 and December 1, 2016, respectively (collectively, the “Guangxi UCI Agreement”), and Party C or other Party C Group Members (as the case may be) agrees to assume obligations under the Guangxi UCI Agreement.  Party A is willing to transfer such rights without consideration to Party C or other Party C Group Members (as the case may be).

7.The Parties intend to enter into this Agreement to set forth the terms and conditions of relevant transactions among the Parties and their Group Members (as the case may be).

AGREEMENT:

1.Definitions and Interpretation

1.1In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

“Party C Group”	means Party C and its Subsidiaries, each a “Party C Group Member”. Party C Group Members include but without limitation any Subsidiaries Controlled by Party C through contractual arrangement, i.e. Wanda Sports Holding Co., Ltd., (万达体育有限公司) and its Subsidiaries.
“Control”	means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and includes (x) ownership directly or indirectly of 50% or more of the shares in issue or other equity interests of such person, (y) possession directly or indirectly of 50% or more of the voting power of such Person or (z) the power directly or indirectly to appoint a majority of the members of the board of directors or similar governing body of such person, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.
“Party A Group”	means Party A and its Subsidiaries (other than Party C Group Members), each a “Party A Group Member”.

“Group Member”	means Party A Group Member or Party C Group Member (as the case may be).
“Person”	means any individual or entity, including corporation, limited liability company, general or limited partnership, trust, association, other commercial or investment entity, and any governmental agency.
“Hong Kong”	means the Hong Kong Special Administrative Region of the PRC.
“PRC”	means the People’s Republic of China, excluding for purposes of this Agreement, Hong Kong, Taiwan and the Macau Special Administrative Region.
“Subsidiary”	of any specific Person means any other Person directly or indirectly Controlled by such specific Person.

1.2In this Agreement, unless expressly stated to the contrary:

(a)references to a Party include such Party’s successors;

(b)references to sections and schedules are to the sections and schedules of this Agreement;

(c)references to this Agreements include this Agreement as renewed, amended, changed or supplemented from time to time; and

(d)headings are included for convenience only and do not affect the interpretation of this Agreement.

2.Support Services

2.1Relevant Parties agree that, in order to meet the operational needs of Party C Group, Party A shall provide or cause other relevant Party A Group Members (as the case may be) to provide Party C or other Party C Group Members (as the case may be) with the following services as requested from time to time:

(a)administrative support services, including but not limited to secretarial, conferencing and other daily office support services;

(b)legal support services, including but not limited to contract management, risk control, compliance and other legal services;

(c)technical support services, including but not limited to network design, optimization and maintenance, system support and upgrade, information management and support services;

(d)provision of office space and facilities; and

(e)other services agreed by Party A and Party C from time to time

(collectively, “Support Services”).

2.2Party A shall use commercially reasonable efforts to provide or cause relevant Party A Group Members to provide Party C or other Party C Group Members (as the case may be) with such services set forth in Section 2.1 in a manner essentially similar in nature, quality and timing to the manner in which Party A Group provides such services before the execution of this Agreement, or in such other manners and under such other conditions as agreed by Party A and Party C from time to time.

2.3The fees and costs for Support Services shall be shared by Party C or other Party C Group Members (as the case may be) based on actual costs and in accordance with the cost-sharing policies of Party A Group.

3.Sponsorship-Related Consulting Services

3.1Relevant Parties agree that Party C shall provide or cause other relevant Party C Group Members (as the case may be) to provide Party A or other Party A Group Members (as the case may be) with the following services as requested from time to time:

(a)consulting services, including but not limited to consulting and other services relating to sponsorship of sports events and activities; and

(b)other services to be provided by Party C or other Party C Group Members (as the case may be) in the ordinary course of business as agreed by Party A and Party C from time to time

(collectively, the “Consulting Services”).

3.2Party C shall use its commercially reasonable efforts to provide or otherwise cause relevant Party C Group Members to provide Party A or other Party A Group Members (as the case may be) with the services set forth in Section 3.1 above in such manner and under such conditions as agreed by Party A and Party C from time to time.

4.License to Use Trademarks and Tradenames

4.1Party A agrees that as long as Party A directly or indirectly holds more than 50% of the voting rights of Party C, it shall, on behalf of itself and other Party A Group Members, irrevocably grant a royalty-free license to Party C or other Party C Group Members (as the case may be) to use “万达体育”, “Wanda Sports”, “万达”, “Wanda” and “” , regardless of whether the aforementioned trademarks are to be registered or not, that are owned by Party A Group and used by Party C Group in its business as set forth in Schedule 1 hereto (the “Licensed Trademarks”) and Schedule 2 hereto (the “Applied-for Trademarks”), for business purposes of Party C Group.

4.2If Party C Group in the future intends to use any other trademarks, as reasonably required by its business development, that are owned by Party A Group but not set forth in Section 4.1 above, Party C or other Party C Group Members (as the case may be) shall make applications to Party A Group and upon Party A Group’s written approval,  be entitled to use such trademarks free of charge as agreed in accordance with this Agreement for business purposes of Party C Group.

4.3Party A also agrees that as long as Party A directly or indirectly holds more than 50% of the voting rights of Party C, Party C or other Party C Group Members (as the case may be) may use “万达” and “Wanda” in their company names free of charge.

4.4For the avoidance of doubt, if Party A directly or indirectly holds 50% or less of the voting rights of Party C, Party A shall have the right to unconditionally terminate the license to use the trademarks and tradenames set forth in this Section.

5.Assignment of Certain Rights and Obligations Associated Therewith under the WMM Agreement

5.1As agreed under Section (h)(ii) of Schedule 5 to the WMM Agreement, Party B shall assign to Party C or other Party C Group Members (as the case may be), without consideration, the following rights and obligations associated therewith under the WMM Agreement:

(a)the right to plan and organize age-group marathons under Section 5 of the WMM Agreement and the obligations associated therewith;

(b)the rights to three additional WMM series marathons under Section 8 of the WMM Agreement and the obligations associated therewith; and

(c)the right to become a WMM member under Section 11 of the WMM Agreement and the obligations associated therewith

(collectively, the “Assigned Rights”).

5.2Upon completion of the Assignment, Party B shall cease to own the Assigned Rights under the WMM Agreement.  Party C Group shall agree to accept the Assigned Rights and assume obligations associated with the Assigned Rights; provided that as agreed under Section (h)(ii) of Schedule 5 to the WMM Agreement, Party B shall remain primarily liable for the performance of such obligations.

6.Assignment of the Guangxi UCI Agreement

6.1In accordance with the relevant provisions agreed under the Guangxi UCI Agreement, Party A shall assign to Party C or other Party C Group Members (as the case may be), without consideration, its rights under the Guangxi UCI Agreement and obligations associated therewith.  Upon completion of the above assignment, Party A shall cease to own any right an obligations thereunder.  Party C or other Party C Group Members shall agree to accept Party A’s rights under the Guangxi UCI Agreement and assume Party A’s obligations thereunder; provided that Party A shall remain liable for the performance of such obligations.

6.2Party A shall use its best reasonable efforts to cause Party C or other Party C Group Members (as the case may be) to become the assignee of Party A’s rights and interests under the Guangxi UCI Agreement jointly approved by Party A and the People’s Government of the Guangxi Zhuang Autonomous Region and complete the relevant assignment as agreed under Section 6.1.

7.Representations, Warranties and Undertakings of the Parties

7.1A Party to this Agreement represents and warrants to the other Parties as follows:

(a)it has the adequate and lawful powers and authorizations to enter into this Agreement and perform obligations hereunder and has obtained all necessary approvals in connection herewith;

(b)this Agreement constitutes a legal, valid and binding obligation of the Party, enforceable under the provisions of this Agreement; and

(c)there are no disputes (including litigations, arbitrations or administrative proceedings) which have occurred or are occurring or threatening against the Party or assets under this Agreement and may have a material adverse effect on the ability of each Party to enter into this Agreement and complete or perform the obligations under this Agreement.

8.Term and Termination

8.1This Agreement shall become effective upon execution by the Parties unless it is terminated early in accordance with Section 8.2.

8.2This Agreement shall be terminated early upon occurrence of any of the following events:

(a)upon early termination agreed by the Parties in writing; and

(b)if a Party commits a material breach of any provision of this Agreement and fails to remediate such breach (provided that the breach is remediable) within the reasonable period specified in a written notice of default delivered by either of the non-defaulting Parties, either of the non-defaulting Party may terminate this Agreement.

8.3Unless it is otherwise agreed by the Parties, the termination of this Agreement shall be without prejudice to the rights of any Party against any other Party for a breach of this Agreement prior to its termination.

9.Miscellaneous

9.1Unless it is otherwise expressly provided herein, without a written consent of the Parties, no Party may transfer its rights or obligations under this Agreement.

9.2Unless it is otherwise expressly provided herein, if the Parties and their Group Members (as the case may be) enter into a specific agreement in respect of the provision of the Support Services and the Consulting Services or granting license to use the trademarks agreed hereunder and if the provisions of the specific agreement do not conform to this Agreement, the provisions of the specific agreement shall prevail.

9.3If any or some of the terms and conditions of this Agreement shall become illegal, invalid or unenforceable at any time, the remaining terms of this Agreement shall not be affected unless this Agreement becomes invalid or unenforceable in its entirety.

9.4This Agreement shall be executed in three copies.  Each of the Parties shall hold one copy and all copies shall have the same legal effect.

10.Governing Law and Dispute Resolution

10.1This Agreement shall be governed by and construed in accordance with PRC laws.

10.2Any dispute arising out of or relating to this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration effective at the time of arbitration.  The place of arbitration shall be in Beijing.  The arbitration award shall be final and binding on the Parties.

(The remainder of this page is intentionally left blank.)

IN WITNESS THEREOF, the Parties have executed this Agreement as of the date first above written.

DALIAN WANDA GROUP CO., LTD. 大连万达集团股份有限公司 (Company Seal)

/s/ Seal

WANDA CULTURE HOLDING CO. LIMITED 萬達文化控股有限公司

/s/ Zhang Lin

By: Zhang Lin

WANDA SPORTS GROUP COMPANY LIMITED 萬達體育集團有限公司

/s/ Zhang Lin

By: Zhang Lin

Schedule 1

Licensed Trademarks

Schedule 2

Applied-for Trademarks

EX-21.1

Exhibit 21.1

List of Significant Subsidiaries and VIE of the Registrant

Significant subsidiaries	Place of Incorporation
Wanda Sports Holdings (USA), Inc.	United States
World Endurance Holdings, Inc.	United States
World Triathlon Corporation	United States
Competitor Group Holdings, Inc.	United States
Infront Holding AG	Switzerland
Infront Sports & Media AG	Switzerland
Infront Football Media Pte. Ltd.	Singapore
Infront Pan-Asia Holding Pte. Ltd.	Singapore
Host Broadcast Services (HBS) AG	Switzerland
Infront Austria GmbH	Austria

VIE and its subsidiaries	Place of Incorporation
Wanda Sports Co., Ltd.	PRC
Guangzhou Wanda Sports Development Co., Ltd.	PRC
Chengdu WNCH Sports Industry Co., Ltd.	PRC
Gansu Dunhuang Silk Road Marathon Event Management Co., Ltd.	PRC
Beijing Evertop Sports Culture Media Co. Ltd.	PRC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 26, 2019, in the Registration Statement (Form F-1) and related Prospectus of Wanda Sports Group Company Limited dated June 7, 2019.

/s/ Ernst & Young Hua Ming LLP

Beijing, the People’s Republic of China

June 6, 2019

EX-99.1

Exhibit 99.1

WANDA SPORTS GROUP COMPANY LIMITED

Code of Business Conduct and Ethics

Introduction

Wanda Sports Group Company Limited (the “Company” and, together with its subsidiaries and variable interest entities, “we” or the “Group”) requires the highest standards of professional and ethical conduct from all employees, officers and directors of the Group, whether they work for us on a full-time, part-time, consultative or temporary basis (collectively, “Covered Persons”).  Our reputation for honesty and integrity is key to the success of its business.  No Covered Person may achieve results through violations of laws or regulations or unscrupulous dealings.

This code of business conduct and ethics (the “Code”) applies to all Covered Persons and reflects our commitment to a culture of honesty, integrity and accountability.  In particular, this Code is designed to deter wrongdoing and to promote:

·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·full, fair, accurate, timely, and understandable disclosure in reports that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

·compliance with applicable laws, rules and regulations;

·prompt internal reporting of violations of the Code; and

·accountability for adherence to the Code.

This Code outlines the basic principles and policies with which all Covered Persons are expected to comply.  It provides guidelines to help you recognize and deal with ethical issues and provides mechanisms to report unethical conduct.  Therefore, we expect you to read this Code thoroughly and carefully.

Cooperation with this Code is essential to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.  Please note however that this Code does not replace any thoughtful ethical behavior and self-assessment in this respect.  Misconduct is never justified, even where sanctioned or ordered by an officer or other individual in a position of higher management.  No individual, regardless of stature or position, can authorize actions that are illegal, or that jeopardize or violate our standards.

We note that this Code sets forth general principles of business conduct and ethics and is intended to work in conjunction with other specific policies and procedures that we at the Group level or our individual business units may adopt from time to time, such as a local

compliance manual.  You should refer to such policies and procedures for more detail in the specified context. In addition to following this Code in all aspects of your business activities, you are expected to seek guidance in any situation where there is a question regarding compliance issues, whether with the letter or the spirit of any of our policies and applicable laws.

As this Code sets forth general principles, it is important to note that Covered Persons should not seek to do indirectly what they would be prohibited from doing directly.  In various places the Code makes reference to “family members,” which term includes a Covered Person’s spouse, siblings, parents, in-laws, children and grandchildren.  Whether or not specific reference is made to others, this Code applies not only to Covered Persons individually but to affiliates they control or other persons, trusts or entities from which Covered Persons or family members will derive financial gain or other benefits.

The Board of Directors will from time to time appoint compliance officers for purposes of this Code (each, a “Compliance Officer”).  Initially, the Compliance Officer will be Ke Shi, shike6@wanda.cn, the Vice General Manager of General Department, as the compliance officer for the corporate center.

If you have any questions regarding the Code or would like to report any violation of the Code, please email any one of the Compliance Officers in function. See also “Violations of the Code.”  Note that you would generally be expected to involve the Compliance Officer for the business unit for which you are working.

Conflicts of Interest

A conflict of interest occurs when your private interest interferes, appears to interfere, or is inconsistent in any way with, the interests of the Group as a whole.  All Covered Persons should at all times actively avoid any private interest that may impact such Covered Person’s ability to act in the best interest of the Group or that may make it difficult to perform their work objectively and effectively.  For example, conflicts of interest may arise if:

·You cause the Group to engage in business transactions with a company that you, your friends or your relatives control without having obtained the appropriate prior approvals within the Group required.  See also “Related Party Transactions.”

·You are in a position to (i) compete with, rather than help, the Group or (ii) make a business decision not on the basis of our interest but rather for your own personal (economic) advantage.

·You take actions, or have personal or family interests, that may make it difficult to perform your work for the Group (or discharge your duties and obligations) effectively.

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·You, or any of your family members or affiliates, receive improper personal benefits as a result of your position within the Group, other than customary gratuities and payments received or provided in compliance with the guidelines set forth below under “Business Gifts and Entertainment”. In this respect, loans to, or guarantees or obligations of, you, or any of your family members or affiliates, are of special concern.

The foregoing is not intended as a complete list of situations where conflicts of interest may arise. The following questions might serve as a useful guide in assessing a potential conflict of interest situation not specifically addressed above:

·Is the action to be taken legal?

·Is it honest and fair?

·Is it in the best interests of the Company?

A conflict of interest may not be immediately recognizable. If you have a conflict of interest, or a situation that others could reasonably perceive as a conflict of interest, you must report it immediately to a Compliance Officer.  Further, if you become aware of an actual or potential conflict involving another Covered Person, you should bring it also to the attention of a Compliance Officer.  If the concern requires confidentiality, including keeping particular individuals anonymous, then this confidentially will be protected, except to the extent necessary to conduct an effective investigation or as required by under applicable law, regulation or legal proceedings.

Conflicts of interest may only be waived by the Board of Directors or the appropriate committee of the Board of Directors and will be promptly disclosed to the public to the extent required by law or regulations.

Corporate Opportunities

Each Covered Person has an obligation to advance our interests when the opportunity to do so arises.  Covered Persons are prohibited from:

·taking for themselves or directing to family members or other third parties opportunities that arise through the use of corporate property, information or position;

·using corporate property, information or position for personal gain, or the gain of families members or other third parties; and

·competing in any manner with us.

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Public Reporting

Upon the completion of the Company’s initial public offering, we will be required to report its financial results and other material information about its business to the public and the SEC. Full, fair, accurate and timely disclosure must be made in the reports and documents that we file with, or submits to, the SEC and in its other public communications.  Such disclosure is critical to ensure that we maintain our good reputation, complies with its obligations under the securities laws and meets the expectations of its shareholders.  Covered Persons must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage us and could result in legal liability.

Covered Person should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to the following guidelines:

·all accounting records, and the reports produced from such records, must comply with all applicable laws;

·all accounting records must fairly and accurately reflect the transactions or occurrences to which they relate;

·all accounting records must fairly and accurately reflect in reasonable detail our assets, liabilities, revenues and expenses;

·accounting records must not contain any false or intentionally misleading entries;

·no transactions should be intentionally misclassified as to accounts, departments or accounting periods;

·all transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;

·no information should be concealed from the internal auditors or the independent auditors; and

·compliance with our internal control over financial reporting and disclosure controls and procedures is required.

Specific examples of unacceptable conduct relating to financial irregularities include:

·conversion to cash of any checks made payable to us or misappropriation of cash receipts, including delaying submission of cash receipts so that they may be used on a temporary basis for personal reasons;

·authorization for payment of services or products not received, or overpayment for services or products;

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·failure to accurately report the proceeds from the disposal of assets;

·misstatement of travel or expense reports, including processing of non-business items for expense report reimbursement; and

·falsification of any reports submitted to financial or operational management including but not limited to: misreporting or manipulating revenue or expenses to enhance reported financial results, delay in reporting revenues, delay in reporting expenses and submission of inflated or fictitious inter-company expenses.

Our senior financial officers and other Covered Persons working in the finance department have a responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to a Compliance Officer.

Covered Persons are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence our independent auditors for the purpose of rendering our financial statements materially misleading. Prohibited actions include but are not limited to:

·issuing or reissuing a report on our financial statements that is not warranted in the circumstances (due to material violations of International Financial Reporting Standards, generally accepted auditing standards or other professional or regulatory standards);

·not performing audit, review or other procedures required by generally accepted auditing standards or other professional standards;

·not withdrawing an issued report when withdrawal is warranted under the circumstances; or

·not communicating matters required to be communicated to the Audit Committee.

Confidentiality

Covered Persons must maintain and protect the confidentiality of information entrusted to them in the course of employment, or that otherwise comes into their possession, during the course of their employment or while carrying out their duties and responsibilities, except when disclosure is authorized by us or legally mandated. The obligation to preserve confidential information continues even after Covered Persons leave the Group. Upon termination of employment, or at such time as we request, a Covered Person must return to us all of our property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.

Confidential information encompasses all non-public information that may be of use to competitors, or may otherwise be harmful to us or our customers or key stakeholders, if disclosed.  The following are also to be considered confidential information: inside

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information, being material, non-public information that has not publicly been disclosed and has the potential to affect the price of a security, and information that suppliers, customers and event participants have entrusted to us.  Financial information is of particular sensitivity and should under all circumstances be considered confidential, except where its disclosure is approved by us or when the information has been publicly disseminated.

A Covered Person shall not improperly disclose, announce or publish trade secrets or other confidential business information of the Group and shall not use such confidential information outside the course of his/her duties to the Group. Even outside the work environment, a Covered Person must maintain vigilance and refrain from disclosing non-public information regarding the Group or its business, customers or employees.

Protection and Proper Use of Group Assets

All Covered Persons should promote and ensure the efficient and responsible use of our assets and resources by the Group.  Theft, carelessness and waste have a direct impact on our profitability.  Group assets, such as proprietary information, funds, materials, supplies, products, equipment, data, software, facilities, and other assets owned or leased by us or that are otherwise in our possession, as well as data and software for which we are responsible for processing, accessing or storing, may only be used for legitimate business purposes and must never be used for illegal or fraudulent purposes.

To ensure the protection and proper use of our assets, each Covered Person should:

·exercise reasonable care to prevent theft, damage or misuse of Group property by others;

·promptly report any actual or suspected embezzlement, theft, fraud, damage or misuse of our property to a Compliance Officer;

·decline, and report to a Compliance Officer, any offers by customers, suppliers or other third parties of kickbacks or other unethical acts to solicit business from us;

·safeguard all electronic programs, data, communications and written materials from unauthorized access; and

·use Group property only for legitimate business purposes.

Proprietary information includes any information that is not generally known to the public or would be valued by, or helpful to, our competitors.  Examples of proprietary information are intellectual property, business and marketing plans and employee information. The obligation to use proprietary information only for legitimate business purposes continues even after individuals leave the Group.

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Insider Trading

Insider trading is unethical and illegal, and should be dealt with decisively.  We have a Securities Trading Policy, which may be obtained from any Compliance Officer. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

Covered Persons are prohibited from trading in the American Depositary Shares, ordinary shares or other securities of the Group while in possession of material, nonpublic information about us.  The prohibition on insider trading applies to members of the Covered Person’s family and anyone else sharing the home of the Covered Person. Therefore, Covered Persons must use discretion when discussing work with friends or family members as well as with other Covered Persons. In addition, Covered Persons are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell American Depositary Shares, ordinary shares or other securities of the Group on the basis of material, nonpublic information. Covered Persons who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in American Depositary Shares, ordinary shares or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by us, including termination of employment.

Information is “nonpublic” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of American Depositary Shares, ordinary shares or other securities should be considered material. Examples of information that is generally considered “material” include:

·financial results or forecasts, or any information that indicates our financial results may exceed or fall short of forecasts or expectations;

·the gain or loss of a significant partner (rights-in or rights-out) or contract;

·pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

·possible management changes or changes of control;

·pending or contemplated public or private sales of debt or equity securities;

·significant write-offs;

·initiation or settlement of significant litigation; and

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·changes in our auditors or a notification from our auditors that we may no longer rely on the auditor’s report.

The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of a Compliance Officer

Fair Dealing

All Covered Persons, in carrying out their duties and responsibilities, must deal fairly and honestly with each other and with our customers, suppliers and competitors.  No Covered Person may, in carrying out his/her duties and responsibilities, take unfair advantage of any other Covered Person or any customer, suppliers or competitor through illegal conduct, manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair-dealing practice.

Compliance with Laws, Rules and Regulations

Compliance with both the letter and spirit of all laws, rules and regulations applicable to us, including any securities exchange or other organization or body that regulates us, is critical to its reputation and continued success.

All Covered Persons must respect and obey the laws of the cities, provinces, regions, municipalities, states and countries in which we operate and avoid even the appearance of impropriety.  For example:

·Anti-competitive conduct: Antitrust laws are extremely complex and fact-specific.  Covered Persons may not engage in any form of agreement or understanding with competitors to fix prices, arrange bids, allocate customers or restrict supply.

·International trade controls and sanctions: We comply with trade laws and regulations in each county in which we do business, including laws and regulations on economic sanctions and export and import laws and regulations.

·Anti-money laundering:  Covered Persons must not facilitate the hiding of illegal funds or any process to make such funds appear legitimate or the use of legitimate funds to support crime or terrorism.  Covered Persons should undertake applicable due diligence processes for Group counterparties.

·Working with partners:  Our reputation is paramount, and as a matter of corporate policy we are fully supportive of transparency and accountability throughout the sports ecosystem and are fully supportive of efforts to ensure that all connected with the events with which we are associated live up to anti-corruption and human rights standards.  We will not facilitate, or otherwise be involved in, any event or other activity that we know, or believe, to be procured by bribery or other illegal payments or to involve other forms of corruption,

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including without limitation on the part of sponsors or other rights-out partners in favor of rights-in partners, or in favor of municipalities or other event hosts.

·Intellectual property:  We protect our intellectual property and we respect the intellectual property of third parties.  We only use intellectual property of others where we are properly authorized to do so.

Covered Persons who fail to comply with this Code and applicable laws will be subject to disciplinary measures, up to and including discharge from the Group. If any doubt exists about whether a course of action is lawful, the Covered Person should seek advice immediately from a Compliance Officer.

Anti-Bribery

Strict rules apply when we do business with governmental agencies and officials as discussed in more detail below.  We are present in a number of jurisdictions and operate in an even broader number of jurisdictions.  As a result we are subject to various anti-bribery statutes, including the U.S. Foreign Corrupt Practices Act (“FCPA”).

The FCPA prohibits us and all Covered Persons from offering, promising or giving, directly or indirectly, money or any other item of value to win or retain business or to influence any act or decision of any governmental official (including employees of any state-owned or state-controlled entities), political party, candidate for political office or official of a public international organization. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials.  A violation of FCPA does not only violate our policy but also constitute a civil or criminal offense under FCPA. No Covered Person shall give or authorize directly or indirectly any illegal payments to government officials of any country.

While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, you must, because of the sensitive nature of these relationships, seek approval from a supervisor and/or Compliance Officer before offering or making any gifts or hospitality to government officials or employees.  Moreover, these types of payments may be prohibited under other applicable anti-bribery statutes.

Health, Safety and Environment

We strive to provide Covered Persons with a safe and healthy work environment. Each Covered Person has responsibility for maintaining a safe and healthy workplace for other Covered Persons by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence or threats of violence are not permitted. Each Covered Person is expected to perform his or her duties in a safe manner, not under the influence of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

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Discrimination and Harassment

We value a diverse working environment and is committed to providing equal opportunity in all aspects of its business.  As such, we are committed to providing fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, gender (including pregnancy), sexual orientation, age, disability, veteran status or any other characteristic protected by law. Bullying and other forms of harassment in any form are prohibited, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or persons other than Covered Persons.  Harassment may include, but is not limited to, offensive sexual flirtation, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display of sexually suggestive objects or pictures.

Covered Persons are expected to report to a Compliance Officer discrimination or harassment by other Covered Persons or customers (including rights-in and rights-out partners) when it occurs or when it is suspected it is likely to occur.

Group Records and Document Retention

Records created, received or used during the conduct of Group business, including all communications sent or received using our email system, are at all times the property of the Group wherever those records may be located.  At any time, we and, in certain circumstances, third parties (including government officials), may review, without prior notice to personnel, any and all firm records, including records marked “Personal” or “Private.”

Any records that you create and store are subject to this Code and may be demanded by third parties during the course of litigation or a government investigation or, in the case of records sent outside the Group, subject to the records retention policies of the recipients.

You should, therefore, avoid discriminatory remarks, harassment and threats of violence or similar inappropriate or unlawful conduct.  This applies to communications of all kinds, including e-mail, social media posting, instant messaging, voice mail messages, text messages, video recordings and informal notes or interoffice memos.  Records should be retained and destroyed in accordance with our records retention policy.

Business Gifts and Entertainment

Business gifts and entertainment are often customary courtesies designed to build goodwill among business partners and clients.  However, issues may arise when such courtesies compromise, or appear to compromise, the recipient’s ability to make objective and fair business decisions.  In addition, issues can arise when the intended recipient is a government official, see “Anti-Bribery.”  Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business

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relationship should be avoided.  These guidelines apply at all times, and do not change during traditional gift-giving seasons, and apply equally to Covered Persons offering gifts and entertainment to our business associates.

It is the responsibility of all Covered Persons to use good judgement in this area. As a general rule, Covered Persons may give or receive gifts or entertainment to or from business partners and clients only if the gift or entertainment is in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. All gifts and entertainment expenses made on behalf of the Group must be properly accounted for on expense reports.

The value of gifts should be nominal, both with respect to frequency and monetary amount.  Frequent gifting to a recipient may be perceived as an attempt to create an obligation to the giver, and is therefore inappropriate.  Likewise, business entertainment should be moderately scaled and intended only to facilitate legitimate business goals.  For example, should tickets to a sporting or cultural event be offered, the offeror must attend the event as well.  In the instance of doubt, you are encouraged to contact Compliance Officer. In addition, the following questions may provide guidance in the instance of doubt:

·Is the action legal?

·Does the action raise doubts or concerns?

·Should another individual be consulted?

·Is the action clearly business-related?

·Is the action or gift moderate, reasonable, and in good taste?

·Would public disclosure of the action or gift embarrass or harm us?

·Is there an expectation of reciprocation or favors?

We encourage Covered Persons to submit gifts received to the relevant Group company. While it is not mandatory to submit small gifts, gifts of over $200 must be submitted immediately to the administration department of the relevant Group company.

Bribes and kickbacks are criminal acts, strictly prohibited by law. A Covered Person must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

Compliance with this Code

Failure to comply with this Code or applicable laws, rules or regulations may result in disciplinary measures, including discharge from your position with the Group.

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Violations of this Code may also constitute violations of law and may result in civil or criminal penalties for such person, such person’s supervisors and/or the Group.

The Board of Directors will predetermine, or designate appropriate persons to determine, appropriate actions to be taken in the event of a violation of this Code in relation to executive officers and directors of the Company.  In determining what action is appropriate in a particular case, the Board of Directors or its designee will consider the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation was intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.  The appropriate Compliance Officer will determine appropriate actions to be taken in the event of a violation of this Code in relation to all other Covered Persons.

This Code cannot, and is not intended to, address all of the ethical complexities that may arise during the course of employment or association with us.  There will be occasions where circumstances not covered by policy or procedure arise, and where a judgment must be made as to the appropriate course of action.  In such circumstances, we encourage common sense decision-making, and consultation with a manager or member of human resources for guidance in accordance with the provisions of this Code.

Violations of the Code

Reporting

All Covered Persons have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to us. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard our reputation and integrity.

We proactively promote ethical behavior and Covered Persons must promptly report evidence of illegal or unethical behavior, or violations of this Code, to a Compliance Officer or for issues involving executive officers and directors of the Group to the Chief Executive Officer (at WSGCEO@wanda.cn) or the Chairman of the Audit Committee (at WSGACChairman@wanda.cn).  You may choose to remain anonymous in reporting any possible violation of this Code.

Once a report is made and received, we will investigate promptly and all Covered Persons are expected to cooperate candidly with internal investigations of misconduct.  Appropriate remedial action may be taken, based on the outcome of such investigation.

In some situations it is difficult to determine if a violation occurred. In order to afford a fair process by which to determine violations of the Code, Covered Persons should keep the following in mind:

·make sure that the reporting person has all the facts available to him or her;

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·use judgment and common sense in determining whether an act seems unethical or improper;

·discuss the situation with the supervisor or manager; and

·if one is unsure of what to do in any situation, he or she should confer with the Compliance Officer before acting.

If you are involved in a violation of this Code, you must report it immediately to the Compliance Officer, the Chief Executive Officer or the Chairman of the Audit Committee. The fact that you reported the violation, together with the degree of cooperation displayed by you and whether the violation was willful or unintentional, will be given consideration in any resulting disciplinary action.

Prohibition against Reprisals and Retaliation

We have a no-tolerance policy for retaliation against persons who, in good faith, seek help or report known or suspected violations of this Code to us, or who provide truthful information relating to the commission or possible commission of a criminal offense to law enforcement or to regulatory bodies.  A Covered Person inflicting reprisal or retaliation against another Covered Person for reporting a known or suspected violation will be subject to disciplinary action, including termination of employment.  However, it is unacceptable to file a report knowing it to be false, and doing so constitutes a violation of this Code and will result in disciplinary action.

Red Flags

The following are examples of warning signs of improper, unethical or potentially fraudulent behavior which you should be aware of:

·“Well, maybe just this once”

·“No one will ever know”

·“We can fix it next quarter”

·“It doesn’t matter how it gets done as long as you get it done”

·“Everyone else does it”

·“Shred that document”

·“Delete that email”

·“Call me; don’t use email to discuss this”

·“We didn’t have this conversation”

·“Don’t worry, we can cover it up”

·“No one will get hurt”

·“That would really hurt the competition”

Seek Help and Information

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This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or know of or suspect a violation of this Code, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Compliance Officer.  You may remain anonymous and will not be required to reveal your identity in your communication to the Company.

Waivers of Compliance with this Code

Any waiver of this Code will be granted on a case-by-case basis and only in extraordinary circumstances.  Waivers of this Code will be made only by the Board of Directors, or the appropriate committee of the Board of Directors, and may be promptly disclosed to the public if so required by applicable laws and regulations and rules of the relevant stock exchange.

Amendments of this Code

Any amendment of this Code will be made only by the Board of Directors (including the identity of any new Compliance Officer) and will be promptly disclosed as required by law or stock exchange listing rules.

Ethical Conduct, in Summary

This Code contains general guidelines for conducting our business consistent with the highest standards of business ethics. If you have any questions about these guidelines, you should contact your supervisor or a Compliance Officer. We expect all Covered Persons to adhere to these standards. Each Covered Person is separately responsible for his/her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management positions. If you engage in conduct prohibited by law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.

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EX-99.2

Exhibit 99.2

34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China

Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100

June 7, 2019

To: Wanda Sports Group Company Limited

Re: Certain PRC Law Matters of Wanda Sports Group Company Limited (the “Company”)

Dear Sir/Madam,

We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of issuing this opinion, excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan) and as such are qualified to issue this opinion with respect to all laws, regulations, statutes, rules, decrees, guidelines, notices, and judicial interpretations and other legislations of the PRC currently in force and publicly available as of the date hereof (hereinafter referred to as the “PRC Laws”).

We are acting as your PRC legal counsel in connection with (a) the proposed initial public offering (the “Offering”) of certain number of American Depositary Shares (the “ADSs”), each representing certain number of Class A ordinary shares of the Company (the “Ordinary Shares”), by the Company as set forth in the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “SEC”) in relation to the Offering, and (b) the proposed listing and trading of the Company’s ADSs on the NASDAQ Global Market.

The following terms as used in this opinion are defined as follows:

“M&A Rules” means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, China Securities Regulatory Commission (the “CSRC”) and the State Administration for Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009.

“PRC Entities” means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

“PRC Subsidiaries” means Infront Sports & Media (China) Co., Ltd., a wholly foreign-owned enterprise, and Infront Sports Culture Media (Beijing) Co., Ltd., a wholly domestic-owned enterprise.

“Consolidated Affiliated Entities” means Wanda Sports Co., Ltd., Guangzhou Wanda Sports Development Co., Ltd., Chengdu WNCH Sports Industry Co., Ltd.,

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Gansu Dunhuang Silk Road Marathon Event Management Co., Ltd., Beijing Evertop Sports Culture Media Co., Ltd..

For the purpose of giving this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of corporate records, agreements, documents and other instruments provided to us and such other documents or certificates issued by governmental authorities or representations made by officials of government authorities or other public organizations and by officers or representatives of the Company as we have deemed necessary and appropriate as a basis for the opinions hereinafter set forth.

In rendering the opinions expressed below, we have assumed:

(a)the authenticity of the documents submitted to us as originals and the conformity to the originals of the documents submitted to us as copies;

(b)the truthfulness, accuracy and completeness of all corporate minutes, resolutions and documents of or in connection with the PRC Entities as they were presented to us;

(c)that the documents and the corporate minutes and resolutions which have been presented to us remain in full force and effect as of the date hereof and have not been revoked, amended, varied or supplemented, except as noted therein;

(d)in response to our due diligence inquiries, requests and investigation for the purpose of this opinion, all the relevant information and materials that have been provided to us by the Company and the PRC Entities, including all factual statements in the documents and all other factual information provided to us by the Company and the PRC Entities, and the statements made by the Company, the PRC Entities and relevant government officials, are true, accurate, complete and not misleading, and that the Company has not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part. Where important facts were not independently established to us, we have relied upon certificates issued by governmental authorities and appropriate representatives of the Company and/or other relevant entities and/or upon representations made by such persons in the course of our inquiry and consultation;

(e)that all parties to the documents provided to us in connection with this opinion, other than the PRC Entities, have the requisite power and authority to enter into, and have duly executed, delivered and/or issued those documents to which they are parties, and have the requisite power and authority to perform their obligations thereunder; and

(f)with respect to all parties, the due compliance with, and the legality, validity, effectiveness and enforceability under, all laws other than the laws of the PRC.

We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions on any laws other than the laws of the PRC and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC.

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:

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1.Based on our understanding of the current PRC Laws, (i) the ownership structures of the Consolidated Affiliated Entities and the PRC Subsidiaries, both currently and immediately after giving effect to the Offering, do not and will not contravene any applicable PRC Laws currently in effect; and (ii) the contractual arrangements among the PRC Subsidiaries, the Consolidated Affiliated Entities and their respective shareholder(s) governed by PRC Laws are valid and binding upon each party to such arrangements and enforceable against each party thereto in accordance with their terms and applicable PRC Laws currently in effect, and will not contravene any PRC Laws currently in effect. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to or otherwise different from our opinion stated above.

2.The M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the Offering are subject to the CSRC approval procedures under the M&A Rules. Based on our understanding of the current PRC Laws, a prior approval from the CSRC and the M&A Rules are not applicable for the Offering and listing and trading of the ADSs on the NASDAQ Global Market, because, among other things, (i) one of the PRC Subsidiaries, Infront Sports & Media (China) Co., Ltd., was established by foreign direct investment, rather than through a merger or acquisition of a domestic company as defined under the M&A Rules; and (ii) the other PRC Subsidiary, Infront Sports Culture Media (Beijing) Co., Ltd., was established by Infront Sports & Media (China) Co., Ltd., a wholly foreign-owned enterprise, rather than through a merger or acquisition of a domestic company as defined under the M&A Rules; and (iii) no explicit provision in the M&A Rules classifies the respective contractual arrangements among the PRC Subsidiaries, the Consolidated Affiliated Entities and their shareholders as a type of acquisition transaction falling under the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

3.The recognition and enforcement of foreign judgements are provided for under PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the jurisdiction where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

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4.To the best of our knowledge after due and reasonable inquiry, the statements set forth in the Registration Statement under the captions “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Dividend Policy,” “Enforceability of Civil Liabilities,” “Corporate History and Structure,” “Business,” in each case insofar as such statements describe or summarize PRC legal or regulatory matters, are true and accurate in all material aspects, and correctly set forth therein, and nothing has come to our attention, insofar as the PRC Laws are concerned, that causes us to believe that there is any omission which will cause such statements misleading in any material respect.

The foregoing opinion is further subject to the following qualifications:

(a)we express no opinion as to any Laws other than the PRC Laws in force on the date of this opinion;

(b)the PRC Laws referred to herein are Laws currently in force and there is no guarantee that any of such Laws, or the interpretation thereof or enforcement therefore, will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect;

(c)this opinion is intended to be used in the context which is specifically referred to herein and each section should be looked on as a whole regarding the same subject matter; and

(d)this opinion is subject to the effects of (i) certain legal or statutory principles affecting the validity and enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (iii) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

This opinion is delivered in our capacity as the Company’s PRC legal counsel solely for the purpose of the Registration Statement publicly filed with the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. We do not thereby admit that we fall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

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Yours faithfully,

/s/ Jingtian & Gongcheng

Jingtian & Gongcheng

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EX-99.3

Exhibit 99.3

	1018, Tower B
	500 Yunjin Road
	Shanghai, 200232, China
	Tel:  86 (21) 5407 5836
	Fax: 86 (21) 3209 8500
	www.frost.com

June 7, 2019

Wanda Sports Group Company Limited

9/F. Tower B, Wanda Plaza

93 Jianguo Road, Chaoyang District

100022, Beijing

People’s Republic of China

Re: Consent of Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.

We hereby consent to (1) the use of and references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including, without limitation, the English version of the industry report titled “Independent Market Research for Global and China’s Sports Media and Events Market” and any subsequent amendments thereto, (i) in the prospectus included in the registration statement on Form F-1 of Wanda Sports Group Company Limited (the “Company”) and any amendments thereto (the “Registration Statement”), including, but not limited to, under the “Industry Overview” and “Business” sections; (ii) in any written correspondence with the SEC; (iii) in any other filings with the SEC by the Company, including filings on Form 20-F, Form 6-K and other SEC filings (collectively, the “SEC Filings”); (iv) in institutional and retail roadshows and other activities in connection with the Company’s initial public offering; and (v) in other materials in connection with the Company’s initial public offering; and (2) the filing of this consent as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings by the Company for the use of our data and information cited for the above-mentioned purposes.

Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
/s/ Yves Wang
Name:	Yves Wang
Title:	Managing Director China