DEPOSIT AGREEMENT by and among STUDIO CITY INTERNATIONAL HOLDINGS 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...Deposit Agreement • October 9th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
DEPOSIT AGREEMENT, dated as of [●], 2018, by and among (i) Studio City International Holdings Limited, a business company limited by shares incorporated in the British Virgin Islands, with its principal executive office at 36/F, The Centrium, 60 Wyndham Street, Central, Hong Kong and, after the redomiciliation described below, its registered office will be at the offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (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
STUDIO CITY INTERNATIONAL HOLDINGS LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • New York
As provided in Section 1 hereof, the Underwriters will take delivery of the Shares in the form of ADSs. The ADSs shall be evidenced by American Depositary Receipts (the “ADRs”) issued pursuant to a Deposit Agreement dated as of [●], 2018 (the “Deposit Agreement”) among the Company, Deustche Bank Trust Company Americas, as Depositary (the “Depositary”), and the owners and holders from time to time of the American Depositary Shares issued under the Deposit Agreement. Each ADS will initially represent the right to receive four Ordinary Shares deposited pursuant to the Deposit Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 9th, 2018 • STUDIO CITY INTERNATIONAL HOLDINGS LTD • Hotels & motels • Hong Kong
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2018, by and between Studio City International Holdings Limited, a business company limited by shares incorporated in the British Virgin Islands (the “Company”), and Melco International Development Limited, an exempted company with limited liability incorporated under the laws of the Hong Kong (the “Purchaser”).
