Common use of Rights Relating to Certain Issuances Affecting Participation Clause in Contracts

Rights Relating to Certain Issuances Affecting Participation. If the Company proposes to offer Equity Securities for subscription (other than issuances in connection with a public offering, under any Equity Plan or “assured entitlement” arrangements pursuant to Practice Note 15 of the Listing Rules of The Stock Exchange of Hong Kong Limited (as it may be amended from time to time)) solely or primarily to Melco or any of its Affiliates, Newco hereby grants to each Participant the right, subject to and in accordance with the provisions of this Article IV, to maintain its Participation Percentage based on such Participant’s pro rata share of such Equity Securities that are offered to Melco and/or its Affiliates. A Participant’s pro rata share shall be equal to the fraction, the numerator of which shall be the number of Class A Ordinary Shares that such Participant would be entitled to receive pursuant to the terms of this Agreement if such Participant exercised its Exchange Rights with respect to all of such Participant’s Participation Interests pursuant to Section 3.1(a), and the denominator of which shall be the sum of (i) the number of issued and outstanding Class A Ordinary Shares held by Melco and its Affiliates (excluding the Company and its Subsidiaries), (ii) the number of Exchange Shares (as defined in the Company Shareholders Agreement) held by all Entitled Minority Shareholders (as defined in the Company Shareholders Agreement), and (iii) the number of Class A Ordinary Shares issuable if all Participants exercised their Exchange Rights with respect to the entirety of the remaining Participation Interests (such fraction, the “Pro Rata Share”). If the Company proposes to undertake an issuance of Equity Securities to which the rights under this Article IV apply, Newco shall give written notice to each Participant of the proposed issuance, describing the type of Equity Securities, the cash price per Equity Security, the number of Equity Securities, and the general terms upon which the Company proposes to issue the same (an “Offer”).

Rights Relating to Certain Issuances Affecting Participation. If the Company proposes to offer Equity Securities for subscription (other than issuances in connection with a public offering, under any Equity Plan or “assured entitlement” arrangements pursuant to as required by Practice Note 15 of the Listing Rules of The Stock Exchange of Hong Kong Limited (as it may be amended from time to time)) , solely or primarily to Melco or any of its Affiliates, Newco hereby grants to each Participant the right, subject to and in accordance with the provisions of this Article IV, right to maintain its Participation Percentage based on such Participant’s pro rata share of such Equity Securities that are offered to Melco and/or its Affiliates. A Participant’s pro rata share shall be equal to the fraction, the numerator of which shall be the number of Class A Ordinary Shares that such Participant would be entitled to receive pursuant to the terms of this Agreement if such Participant exercised its Exchange Rights with respect to all of such Participant’s Participation Interests pursuant to Section 3.1(a), and the denominator of which shall be the sum of (i) the number of issued and outstanding Class A Ordinary Shares held by Melco and its Affiliates (excluding the Company and its Subsidiaries)Affiliates, (ii) the number of Exchange Class A Ordinary Shares then held by the Participants or former Participants (as defined in the Company Shareholders Agreementadjusted for any Adjustment Event) held by all Entitled Minority Shareholders (as defined in the Company Shareholders Agreement)a result of exercises of Exchange Rights, and (iii) the number of Class A Ordinary Shares issuable if all Participants exercised their Exchange Rights with respect to the entirety of the remaining Participation Interests (such fraction, the “Pro Rata Share”). If the Company proposes to undertake an issuance of Equity Securities to which the rights under this Article IV apply, Newco shall give written notice to each Participant of the proposed issuance, describing the type of Equity Securities, the cash price per Equity Security, the number of Equity Securities, and the general terms upon which the Company proposes to issue the same (an “Offer”).