DEPOSIT AGREEMENTDeposit Agreement • November 27th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
DEPOSIT AGREEMENT, dated as of July 26, 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).
DEPOSIT AGREEMENTDeposit Agreement • July 22nd, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
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).
Wanda Sports Group Company Limited UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
The undersigned understands that Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as representatives of the several Underwriters (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wanda Sports Group Company Limited, a private company limited by shares incorporated in Hong Kong (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depositary Shares (the “ADSs”), representing Class A ordinary shares, no par value, of the Company. The Class A ordinary shares and Class B ordinary shares, no par value, of the Company are hereinafter referred to as the “Ordinary Shares”. The undersigned is a record or beneficial owner of American Depositary Shares, Ordinary Shares, or securities convertible into or exercisable or exchangeable for the American Depositary Shares or Ordinary Shares.
CREDIT AGREEMENT Dated as of August 15, 2019 among WORLD TRIATHLON CORPORATION, as the Borrower, WORLD ENDURANCE HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative...Credit Agreement • May 22nd, 2020 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
CREDIT AGREEMENT, dated as of August 15, 2019 (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 Deutsche Bank AG New York Branch (“DBNY”), in its capacities as an Issuing Bank and as administrative agent and collateral agent for the Lenders (in its capacities as administrative and collateral agent, the “Administrative Agent”), with Deutsche Bank Securities Inc. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners (in such capacities, collectively, the “Arrangers”).
SENIOR FACILITY AGREEMENT USD400,000,000 SENIOR FORWARD START TERM LOAN FACILITY Dated 15 March 2019 for WANDA SPORTS GROUP COMPANY LIMITED as Borrower arranged by MORGAN STANLEY ASIA LIMITED as Arranger with CHINA CONSTRUCTION BANK (ASIA) CORPORATION...Senior Facility Agreement • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • Hong Kong
Execution Version Amendment Agreement No. 1 dated as of November 21, 2018 by and between Infront Holding AGAmendment Agreement No. 1 • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services
SHAREHOLDERS’ AGREEMENT by and among WANDA SPORTS & MEDIA (HONG KONG) HOLDING CO. LIMITED INFRONT INTERNATIONAL HOLDINGS AG THE CO-INVESTORS LISTED ON SCHEDULE A and WANDA SPORTS GROUP COMPANY LIMITEDShareholders Agreement • June 21st, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • Hong Kong
EXCLUSIVE SERVICES AGREEMENT between WANDA SPORTS CO. LTD. and INFRONT SPORTS MEDIA (CHINA) CO., LTD.Exclusive Services Agreement • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services
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
Wanda Sports Group Company Limited UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
The undersigned understands that Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as representatives of the several Underwriters (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wanda Sports Group Company Limited, a private company limited by shares incorporated in Hong Kong (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of American Depositary Shares (the “ADSs”), representing Class A ordinary shares, no par value, of the Company. The Class A ordinary shares and Class B ordinary shares, no par value, of the Company are hereinafter referred to as the “Ordinary Shares”. The undersigned is a record or beneficial owner of American Depositary Shares, Ordinary Shares, or securities convertible into or exercisable or exchangeable for the American Depositary Shares or Ordinary Shares.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • New York
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”).
STOCK PURCHASE AGREEMENT BY AND AMONG WANDA SPORTS GROUP COMPANY LIMITED, as the Seller, WORLD ENDURANCE HOLDINGS, INC., as the Company, A/NPC WEH HOLDINGS, LLC, as the Buyer, AND ADVANCE PUBLICATIONS, INC., as the Buyer Guarantor (solely with respect...Stock Purchase Agreement • May 22nd, 2020 • Wanda Sports Group Co LTD • Services-amusement & recreation services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 26th day of March, 2020, by and among Wanda Sports Group Company Limited, a limited company organized under the laws of Hong Kong (the “Seller”), World Endurance Holdings, Inc., a Delaware corporation (the “Company”), A/NPC WEH Holdings, LLC, a Delaware limited liability company (the “Buyer”), and Advance Publications, Inc., a New York corporation (the “Buyer Guarantor”), solely for the purpose of Article 1 and Article 10.
THIS COOPERATION AGREEMENT (this “Agreement”) is entered into on May 14, 2019Cooperation Agreement • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services
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 LIMITEDShare Exchange Agreement • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services • Hong Kong
EXCLUSIVE CALL OPTION CONTRACT among Beijing Wanda Culture Group Co., Ltd. Dalian Wanda Group Co., Ltd.Exclusive Call Option Contract • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services
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”);
Execution Version Credit Facilities Agreement dated May 18, 2018 by and betweenCredit Facilities Agreement • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services
PLEDGE CONTRACTPledge Contract • June 7th, 2019 • Wanda Sports Group Co LTD • Services-amusement & recreation services
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”)；
