1. INTERPRETATION 1 2. DIRECTORS 10 3. SHARED VENDOR CONTRACTS 15 4. CASINO OPERATION 17 5. OTHER ADMINISTRATIVE MATTERS 18 6. PRE-EMPTIVE RIGHTS 18 7. CONFIDENTIALITY AND DISCLOSURE 20 8. DISPUTE 22 9. TERMINATION 23 10. NOTICES 24 11. NOTICES UNDER...STUDIO CITY INTERNATIONAL HOLDINGS LTD • July 17th, 2018 • Hotels & motels • Hong Kong
PARTICIPATION AGREEMENTParticipation Agreement • July 17th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
This PARTICIPATION AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated [●], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company limited by shares incorporated in the British Virgin Islands (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability under the laws of the Cayman Islands, the “Company”), MSC Cotai Limited, a business company limited by shares incorporated in the British Virgin Islands (“Newco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”). Any capitalized term used and not otherwise defined herein shall have the meaning given to it in Article I.
IMPLEMENTATION AGREEMENTShare Exchange Agreement • July 17th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels
This IMPLEMENTATION AGREEMENT executed as a deed (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [•], 2018, is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), a business company incorporated in the British Virgin Islands with limited liability (the “Pre-Migration Company” and, following the proposed transfer by way of continuation (redomiciling) of the Pre-Migration Company as an exempted company with limited liability in the Cayman Islands, the “Company”), MCE Cotai Investments Limited, an exempted company incorporated in the Cayman Islands with limited liability (“MCE Cotai”), Melco Resorts & Entertainment Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Melco”), and New Cotai, LLC, a Delaware limited liability company (“New Cotai”).
