Exhibit 4.94


 


SHAREHOLDERS’ AGREEMENT


 





 



 


 


BETWEEN


 


the Shareholders


 


of


 


THE Multi Group Limited


 


______________________________________________________________________


 


17 July 2017


 




    	 	 	 



    	 	 



    

 


SHAREHOLDERS’ AGREEMENT


 


This Shareholder’s Agreement (hereinafter
referred to as the “Agreement”) entered into on this day, by and between:


 


1. 500.com
Limited, with company registration number 01-86078, of 4th Floor, Willow House, P.O. Box, Grand Cayman, KY1-112, Cayman
Islands (hereinafter referred to as the “500.com”);


 


		AND	



 


2. Helmet
Limited, with company registration number 114862, of Suites 41/42, Victoria House, 26 Main Street, Gibraltar (hereinafter referred
to as the “Helmet”)


 


500.com and Helmet are individually referred
to as a “Party” and collectively referred to as the “Parties” or the “Shareholders”.


 


		1.	BACKGROUND



 


		1.1	500.com acquired
                                         through a Share Purchase Agreement dated on 26 May 2017 (hereinafter referred to as the
                                         “Share Purchase Agreement”) its shares in The Multi Group Limited,
                                         a company incorporated under the laws of Malta with the registration number C73974 (the
                                         “Company”).



 


		1.2	The Shares are held
                                         by the Parties as set out in Schedule 2.



 


		1.3	On the terms and
                                         subject to the conditions set out in this Agreement the Parties agree to regulate their
                                         relationship, rights and obligations vis-à-vis the Company by means of this Agreement,
                                         as well as each Shareholder’s rights and obligations as a shareholder in the Company.



 


		1.4	This Agreement shall
                                         apply to Shares and all other equity securities issued by the Company.



 


		2.	INTERPRETATION



 


		2.1	Definitions



 


In this Agreement:


 


	 	“Act”	means
    the Companies Act 1995, Chapter 386 of the Laws of Malta;
	 	 	 
	 	“Agreement”	means
    this Shareholders’ Agreement, as amended from time to time;
	 	 	 
	 	“Articles”	means
    the Memorandum and Articles of Association of the Company, as amended from time to time;



 






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	 	‘Put
    Option Right’	means
    Helmet ́s right to sell the Sale Shares and thereby 500.com ́s corresponding obligation to purchase the Sale Shares
    as described in Clause 7.1; 
	 	 	 
	 	‘Company’	The
    Multi Group Limited C73974 as incorporated under the Laws of Malta with the details as specified in Schedule 1;
	 	 	 
	 	“Directors”

         
	means
    the directors from time to time of the Board of the Company;
	 	 	 
	 	“Group”

         
	Means
    the Company or any of its subsidiaries or other companies owned by the Company from time to time; 
	 	 	 
	 	“Memo
    and Articles”	Memorandum
    and Articles of Association of the Company set out in Schedule 3;
	 	 	 
	 	 “Shares”
	 means
the issued shares of the Company;

	 	 	 
	 	 “Shareholders”
	 Means
the persons listed in Schedule 2 and any other Person that may acquire and/or subscribe to Shares in the Company and who has agreed
to be bound by this Agreement in accordance with the terms and conditions of the same;



 


		2.2	In this Agreement, a reference to
                                         a clause, sub-clause, paragraph or Appendix, unless the context otherwise requires, is
                                         a reference to a section or paragraph of, or Appendix to, this Agreement. The Appendices
                                         form part of this Agreement and shall have the same force and effect as if set out in
                                         the body of this Agreement and references to this Agreement include the Appendices.



 


3.       
BUSINESS OF THE COMPANY


 


		3.1	The business of the Company shall
                                         be, without prejudice to applicable law, to conduct the business activities defined in
                                         the Memo and Articles as amended from time to time.



 


		4.	Conflict with the ArticleS OF ASSOCIATION
                                         AND THIS AGREEMENT



 


		4.1	In the event of a conflict between
                                         this Agreement and the Memo and Articles, this Agreement shall prevail, as between the
                                         Shareholders and, in the event of such conflict, the Shareholders shall:



 


		4.2.1	exercise all voting and other rights
                                         and powers available to them to give effect to the provisions of this Agreement; and



 


		4.2.2	ensure that any required amendment
                                         is made to the Memo and Articles of the Company.



 






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		4.2	If the Memo and Articles are amended
                                         in accordance with the provisions of this Agreement, such amended and restated Memo and
                                         Articles shall be attached hereto as a new Schedule 3.



 


		5.	DIRECTORS AND MANAGEMENT



 


		5.1	The business and affairs of the Company
                                         shall be managed by the board of the Company. The board of the Company is to be appointed
                                         by the shareholders of the Company in the general meeting.



 


		5.2	Helmet shall have the right to appoint
                                         one director for as long as Helmet continue to hold shares in the Company.



 


		5.3	The presence of three Directors shall
                                         constitute a quorum. Any Director who is unable to attend and vote at a meeting of the
                                         Board, shall have the power to appoint a person as his Alternate Director to attend,
                                         speak and vote in his stead at meetings of the Board.



 


		5.4	At any meeting of the Board, each
                                         Director shall be entitled to one vote. The vote of the majority of the Directors present
                                         shall constitute the decision of the Board.



 


		5.5	Any Director may participate in a
                                         meeting of the Board by telephone or video conference or any other telecommunication
                                         equipment by means of which the persons participating can hear each other speak.



 


		5.6	The legal and judicial representation
                                         of the Company shall be exercised jointly by any two (2) directors.



 


		6.	TRANSFER Of SHARES



 


		6.1	Helmet shall not be allowed to transfer,
                                         assign, sale, pledge, hypothecate, encumber or dispose, whether voluntary or involuntary,
                                         of its shares in the Company unless such transfer, assignment, sale, pledge, hypothecation,
                                         encumbrance or disposal is made in accordance with the terms and conditions of this Agreement
                                         and the Memo and Articles.



 


		6.2	If Helmet commits a material breach
                                         of this Agreement and fails to remedy such breach within 30 days from receiving a notice
                                         in writing of the breach from 500.com and 500.com obtains a final award from an arbitration
                                         tribunal in terms of clause 19 stating that Helmet has committed such breach, then 500.com
                                         shall be entitled to purchase all Shares held by Helmet at a 40% discount to the fair
                                         market value to be determined by agreement between the parties, or failing such agreement
                                         by an independent expert appointed by the Parties.



 


		6.3	The entitlement to purchase Helmet’s
                                         Shares in pursuance of the preceding clause shall not prejudice any remedies that 500.com
                                         might have at law and under this Agreement as a result of the breach of any provision
                                         of the same Agreement.



 






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		6.4	If 500.com wishes to purchase the
                                         Helmet Shares in pursuance of the clause 6.2, it shall notify Helmet of such intention
                                         to purchase in writing not later than 60 days after the final award from the arbitration
                                         tribunal referred to in clause 6.2. On the day after the end of the above mentioned 60-day
                                         period, Helmet shall transfer its Shares to 500.com.



 


		7.	Put Option right



 


		7.1	If Mr Thomas Biro resigns from his
                                         employment within the Group or his employment is terminated for whatever reason, Helmet
                                         shall have the right to request that 500.com, on one occasion, purchases all or some
                                         of the shares of the Company then held by Helmet (“Sale Shares”) by
                                         delivering notice to 500.com (“Transfer Notice”). Such right shall
                                         be exercisable within 1 year from the resignation mentioned above (“Put Option
                                         Right Period”), however such right shall not be exercisable if Mr Thomas Biro
                                         resigns before 31 December 2018. Upon delivery of the Transfer Notice, 500.com shall
                                         be obligated to buy the amount of shares demanded in the Transfer Notice.



 


		7.2	The Transfer Notice shall contain
                                         all material terms of the proposed sale, including the terms of payment and the number
                                         and description of the ordinary shares to be acquired by 500.com.



 


		7.3	Upon the delivery of the Transfer
                                         Notice, the Parties shall, within 30 Business Days, establish a fair market value as
                                         the purchase price for the Sale Shares, and if the Parties fail to reach such agreement
                                         during such period (after good faith negotiations as to what is the fair market value
                                         for the Sale Shares), the fair market value of the Sale Shares shall be decided by an
                                         independent valuation expert, appointed by the Parties or if the Parties are not able
                                         to decide, appointed in accordance with Clause 19. The valuation expert shall be experienced
                                         in valuing businesses such as the Company. The price of the Shares shall be assessed
                                         as of the date of the Transfer Notice and shall correspond to their proportionate part
                                         of the Company’s (including all subsidiaries and other companies owned by the Company)
                                         total market value. Hence, there shall be no minority share discount. The valuation expert
                                         shall base his decision on information provided by the Parties. The decision of the valuation
                                         expert shall, to the extent practically possible, be provided within 30 days from his
                                         appointment. The fee of the valuation expert shall be borne by 500.com. The decision
                                         of the valuation expert shall be final and binding on the Parties. However, the purchase
                                         price of the Sale Shares shall always be the higher of (i) the fair market value provided
                                         by the valuation expert or (ii) the value as it was agreed in the Share Purchase Agreement
                                         regarding the Shares.



 


		7.4	The purchase price to be paid by 500.com
                                         for the Sale Shares shall be payable in cash.



 


		7.5	After the lapse of the Put Option
                                         Right Period, 500.com shall have no obligation to purchase the Sale Shares under this
                                         Clause, and the procedure as per the Memo and Articles shall apply.



 






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		8.	Drag-along right and tag-along right



 


		8.1	If the holders of fifty-one percent
                                         or more of the Shares in issue for the time being (“Selling Shareholders”)
                                         wish to transfer all of their Shares (“Sellers' Shares”) to a bona fide purchaser
                                         on arm's length terms (“Proposed Buyer”), the Selling Shareholders may require
                                         the other Shareholders (“Called Shareholders”) to sell and transfer all their
                                         shares (“Called Shares”) to the Proposed Buyer (or as the Proposed Buyer
                                         directs) on the same terms and conditions as for the Selling Shareholders in accordance
                                         with the provisions of this Clause (“Drag Along Option”).



 


		8.2	The Selling Shareholders may exercise
                                         the Drag Along Option after the lapse of 2 years from signing of this Agreement, by giving
                                         written notice to that effect to the Called Shareholders (“Drag Along Notice”)
                                         at any time before the transfer of the Sellers’ Shares to the Proposed Buyer. The
                                         Drag Along Notice shall specify:



 


		8.2.1	that the Called Shareholders are
                                         required to transfer all their Called Shares pursuant to this clause 8;



 


		8.2.2	the person to whom the Called Shares
                                         are to be transferred;



 


		8.2.3	the consideration payable for the
                                         Called Shares which shall, for each Called Share, be an amount at least equal to the
                                         consideration per share offered by the Proposed Buyer for the Sellers’ Shares and
                                         shall be on the same terms and conditions; and



 


		8.2.4	the proposed date of the transfer.



 


		8.3	Once issued, a Drag Along Notice shall
                                         be irrevocable. However, a Drag Along Notice shall lapse if, for any reason, the Selling
                                         Shareholders have not sold the Sellers’ Shares to the Proposed Buyer within 90
                                         Business Days of serving the Drag Along Notice. The Selling Shareholders may serve further
                                         Drag Along Notices following the lapse of any particular Drag Along Notice.



 


		8.4	In the event the Selling Shareholders
                                         wish to transfer their Sellers' Shares to a Proposed Buyer in accordance with Section
                                         8.1 above, the Selling Shareholders shall procure that the other Parties are given the
                                         opportunity to sell Shares (pro rata to their shareholdings) at the same price and on
                                         the same terms and conditions as the Selling Shareholders.



 


		9.	Completion of share purchase



 


		9.1	Completion of the sale and purchase
                                         of shares under clause 7 of this Agreement shall take place 15 Business Days after the
                                         fair market value of the Sales Shares has been determined.



 


		9.2	At such completion:



 


		9.2.1	Helmet shall deliver to 500.com
                                         a duly completed stock transfer form transferring the legal and beneficial ownership
                                         of the relevant Sale Shares to 500.com, together with the relevant share certificate(s)
                                         (or an indemnity in lieu thereof) and such other documents as 500.com or the Company
                                         may reasonably require to show good title to the Sale Shares, or to enable it to be registered
                                         as the holder of the Sale Shares;



 






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		9.2.2	500.com shall pay the purchase price
                                         for the Sale Shares to a bank account designated by Helmet (or such other method of payment
                                         agreed between 500.com and Helmet in writing); and



 


		9.2.3	if, following a sale of shares in
                                         accordance with this Agreement, Helmet holds no further shares in the Company:



 


		9.2.3.1	the Seller shall procure that
                                         there are delivered to the Company and its subsidiaries, the resignation from office
                                         of the director appointed by Helmet and such resignation shall take effect at completion
                                         of the sale of the Sale Shares; and



 


		9.2.3.2	Helmet shall automatically cease
                                         to be a party to this Agreement, but without prejudice to any rights or obligations of
                                         Helmet which accrued before such cessation including in respect of any prior breach of
                                         this agreement.



 


		9.3	Any transfer of shares by way of a
                                         sale that is required to be made under this Agreement shall be deemed to include a warranty
                                         that the Seller sells the shares with full title guarantee.



 


		9.4	500.com shall procure (so far as is
                                         lawfully possible in the exercise its rights and powers as a shareholder of the Company)
                                         the registration (subject to due stamping by the continuing Shareholder) of the transfers
                                         of the Sale Shares under clause 7.



 


10.       CONFIDENTIALITY


 


		10.1	The Parties to this Agreement agree
                                         that, without the prior written consent of the other party (including the Company), they
                                         will not at any time reveal to any Person or use for their own account or in any way
                                         use in any matter which may be detrimental to the Company, any non-public, confidential
                                         or proprietary information relating to the business, technology or affairs of the Company
                                         (hereinafter ‘Confidential Information’); provided, however, that such confidentiality
                                         obligation shall not apply to information that:



 


		10.1.1	is or hereafter becomes generally
                                         available to the public other than by reason of any default with respect to confidentiality
                                         by the party concerned under this Agreement, or



 


		10.1.2	has been or is hereafter disclosed
                                         to a party by a third party who is not in default of any confidentiality obligation to
                                         the Company, or



 


		10.1.3	required to be disclosed in compliance
                                         with applicable laws or regulations or order by a court or other governmental or regulatory
                                         agency or body having competent jurisdiction provided that if possible reasonable measures
                                         shall be taken to assure confidential treatment of such information, or



 


		10.1.4	disclosure in confidence by a Party
                                         to its directors, officers, employees, agents and professional or other advisers (‘Representatives’)
                                         on a ‘need to know’ basis where the recipient, in the reasonable opinion
                                         of the disclosing Party, requires access to the information for a purpose reasonably
                                         incidental to the Party’s interest in the relevant Company.



 






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		10.2	Each Party shall use all its powers
                                         to ensure (so far as it is able) that the Company and its respective officers observe
                                         a similar obligation of confidence in favour of the Parties to this Agreement.



 


		10.3	The provisions of this clause 10
                                         shall survive any termination of this Agreement.



 


		11.	INTELLECTUAL PROPERTY RIGHTS



 


		11.1	The intellectual property rights
                                         (including patents, patent applications, trademarks, trademark applications, copyrights,
                                         know-how and all other intellectual property rights) created or evolved as a result of
                                         the Company’s business operations shall remain the property of the Company and
                                         all rights relating to these intellectual property rights shall be protected for the
                                         benefit of the Company. The Parties agree to use their commercially reasonable efforts
                                         to safeguard the protection of these rights.



 


		11.2	Each Party hereby confirms that it
                                         does not have, and will not have, any claims on the ownership or the like regarding inventions,
                                         patents, know-how and other intellectual property rights related to the products or business
                                         of the Company.



 


		12.	DURATION AND TERMINATION



 


		12.1	This Agreement shall come into force
                                         on the date of signing.



 


		12.2	This Agreement shall be valid until
                                         the Parties hereto, whether those signing it on Completion or those becoming bound by
                                         it by virtue of a subscription of and/or transfer of Shares in pursuance of the terms
                                         and conditions of the Agreement, shall all agree to the termination thereof.



 


		12.3	This Agreement shall automatically
                                         terminate once the Put Option Right is exercised or in any event where one shareholder
                                         becomes the sole shareholder of the Company.



 


		13.	NOTICES



 


		13.1	All notices and other communications
                                         made pursuant to this Agreement shall be in writing, addressed to the Party’s address
                                         stated in the heading of this Agreement.



 


		13.2	A Party may change or supplement
                                         the contact details for service of any notice pursuant to this Agreement, or designate
                                         additional addresses, for the purposes of this clause by giving the other parties written
                                         notice of the new contact details in the manner set forth above.



 


		14.	SUCCESSORS BOUND



 


		14.1	This Agreement shall be binding on
                                         and shall benefit successors, assignees, transferees of each of the Parties hereto as
                                         well as subscribers to any new Shares in the Company.



 






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		15.	AMENDMENTS



 


		15.1	No amendments, changes, revisions
                                         or discharges of this Agreement, in whole or in part, shall have any force or effect
                                         unless set forth in writing and signed by all the Parties.



 


		16.	ENTIRE AGREEMENT



 


		16.1	The Parties to this Agreement represent
                                         that with respect to the subject matter hereof, this Agreement constitutes the sole and
                                         exclusive understanding of the Parties and supersedes all prior agreements, arrangements
                                         or understandings relating to the subject matter.



 


		17.	WAIVER



 


		17.1	The failure of a Party to insist
                                         upon the strict adherence to any term of this Agreement on any occasion shall not be
                                         considered as a waiver of any right hereunder nor shall it deprive that Party of the
                                         right to insist upon the strict adherence to that term or any other term of this Agreement
                                         at some other time.



 


		18.	GOVERNING LAW



 


		18.1	This Agreement shall be governed
                                         by and construed and enforced in accordance with the substantive laws of Malta without
                                         regard to its principles of conflict of laws.



 


		19.	DISPUTES



 


		19.1	If any dispute, controversy or claim
                                         arises out of or in connection with this Agreement, including the breach, termination
                                         or invalidity thereof (hereinafter ‘Dispute’), the Parties hereby agree to
                                         refer and resolve any Dispute between them exclusively by means of arbitration proceedings,
                                         to be carried in Malta by one arbitrator, in accordance with the Malta Arbitration Act,
                                         1996 and the Arbitration Rules of the Malta Arbitration Centre as at present in force.
                                         The language of arbitration shall be English.



 


		19.2	The Parties shall have the right
                                         to seek interim relief from a court of competent jurisdiction, at any time before and
                                         after the arbitrator has been appointed, up until the arbitrator has made his final award.



 




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	Place: Malta	 
	 	 
	Date: July 17, 2017	 
	 	 
	Signed by Helmet Limited	...../s/ Authorized Signatory.....
	 	 
	 	SIGNATURE OF HELMET LIMITED
	 	 
	Signed by 500.COM Limited	...../s/ Authorized Signatory.....
	 	 
	 	SIGNATURE OF 500 COM LIMITED







 




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Schedule
1 - The Company


 


	

        Company Name:
	The
    Multi Group Limited
	Registered
    number:	C
    71212
	Status:	Private
    limited company 
	Registered
    office:	1st
    Floor, Suite 3, Central Business Centre, Mdina Road, Malta.
	Directors:	Thomas
    Michael Biro
	Secretary:	Orsolya
    Felix
	Authorised
    share capital:	EUR
    12,500
	Issued
    share capital:	EUR
    10,500



 



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Schedule
2 - The Shareholders


  


	Shareholder	 	Address	 	Shares	 	Percentage
    of

 ownership
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




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Schedule
3 – Memorandum and Articles of Association


  








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