Hilton Grand Vacations Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 15th, 2018 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
The stockholders of Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“you” or the “Representatives”), an aggregate of 22,250,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. In addition, to the extent that there is not more than one Selling Stockholder named in Schedule I, the term Selling Stockholders shall mean either the singular or plural as the context requires.
RIGHTS AGREEMENT dated as of April 16, 2020 between HILTON GRAND VACATIONS INC., as the Company, and EQUINITI TRUST COMPANY, as Rights AgentRights Agreement • April 16th, 2020 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
RIGHTS AGREEMENT, dated as of April 16, 2020 (this “Agreement”), by and between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as rights agent (the “Rights Agent”).
CREDIT AGREEMENT Dated as of December 28, 2016, Among HILTON GRAND VACATIONS PARENT LLC as Parent, HILTON GRAND VACATIONS BORROWER LLC as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME DEUTSCHE BANK AG NEW YORK BRANCH, as...Credit Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of December 28, 2016, among HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), HILTON GRAND VACATIONS BORROWER LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NO. 4 TO THE CREDIT AGREEMENTCredit Agreement • March 25th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Fourth Amendment”), dated as of March 19, 2021, among HILTON GRAND VACATIONS BORROWER LLC, a Delaware limited liability company (the “Company”), HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), the other guarantors party hereto (the “Guarantors”), BANK OF AMERICA, N.A. as administrative agent (in such capacity, the “Agent”) and L/C Issuer and each lender party hereto (the “Lenders”). Each capitalized term used herein and not otherwise defined herein shall have the same meaning as specified in the Amended Credit Agreement (as defined below).
INDENTURE Dated as of October 24, 2016 Among HILTON GRAND VACATIONS BORROWER LLC, as the Issuer, HILTON GRAND VACATIONS BORROWER INC., as the Co-Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Indenture • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
INDENTURE, dated as of October 24, 2016, among Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Issuer”), Hilton Grand Vacations Borrower Inc., a Delaware corporation wholly owned by the Issuer (the “Co-Issuer” and together with the Issuer, the “Issuers”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.
PERFORMANCE AND SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT HILTON GRAND VACATIONS INC.Restricted Stock Unit Agreement • August 3rd, 2023 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Florida
The Participant has been granted Performance- and Service-Based Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and Performance- and Service-Based Restricted Stock Unit Agreement, including its appendices, to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Performance- and Service- Based Restricted Stock Unit Agreement and the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Indemnification Agreement is effective as of (this “Agreement”) and is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).
HILTON GRAND VACATIONS INC. SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2019 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS SEVERANCE AGREEMENT (the “Agreement”) is entered into effective as of November 28, 2018 (the “Effective Date”), by and between HILTON GRAND VACATIONS INC., a Delaware corporation (the “Company”), and Daniel J. Mathewes (the “Executive”).
NONQUALIFIED STOCK OPTION AGREEMENT HILTON GRAND VACATIONS INC. AWARD NOTICENonqualified Stock Option Agreement • May 16th, 2018 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Florida
This Nonqualified Stock Option Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
STOCKHOLDERS AGREEMENT DATED AS OF AMONG HILTON GRAND VACATIONS INC. AND THE OTHER PARTIES HERETOStockholders Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Stockholders Agreement is entered into as of by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • November 29th, 2018 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of December 28, 2016, among HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), HILTON GRAND VACATIONS BORROWER LLC, a Delaware limited liability company (the “Borrower”), theCompany”), the other Borrowers party hereto from time to time, the Guarantors party hereto from time to time, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer (immediately prior to the Amendment No. 1 Effective Date), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer (as of the Amendment No. 1 Effective Date), and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
Document constitutes, a legal, valid and binding obligation of HGVI, the Borrower and such Loan Party, enforceable against HGVI, each Borrower and each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity, (ii) the need for filings, recordations and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • December 20th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This CREDIT AGREEMENT is entered into as of August 2, 2021 (as amended by Amendment No. 1, dated as of December 16, 2021, and as the same may be further amended, modified, refinanced and/or restated from time to time, this “Agreement”), among HILTON GRAND VACATIONS PARENT LLC, a Delaware limited liability company (“Parent”), HILTON GRAND VACATIONS BORROWER LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDENTURE Dated as of June 28, 2021 Among HILTON GRAND VACATIONS BORROWER ESCROW, LLC, as the Escrow Issuer and HILTON GRAND VACATIONS BORROWER ESCROW, INC., as the Escrow Co-Issuer, to be merged with and into HILTON GRAND VACATIONS BORROWER LLC, as...Indenture • June 28th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
PERFORMANCE SHARE AGREEMENT (CONVERTED AWARD – 2014 GRANT) HILTON GRAND VACATIONS INC.Performance Share Agreement • May 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This Performance Share Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
REGISTRATION RIGHTS AGREEMENT by and between HILTON GRAND VACATIONS INC. and THE OTHER PARTIES HERETO Dated as of October 24, 2016Registration Rights Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 24, 2016 and is by and between Hilton Grand Vacations Inc. (the “Company”) and Blackstone (as defined below).
AWARD NOTICE AND RESTRICTED STOCK AGREEMENT (CONVERTED AWARD – 2016 GRANT) HILTON GRAND VACATIONS INC.Restricted Stock Agreement • May 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This Restricted Stock Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
AWARD NOTICE AND RESTRICTED STOCK UNIT AGREEMENT (CONVERTED AWARD – 2016 GRANT) HILTON GRAND VACATIONS INC.Restricted Stock Unit Agreement • May 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
OMNIBUS AMENDMENT NO. 19 TO RECEIVABLES LOAN AGREEMENT AMENDMENT NO. 9 TO SALE AND CONTRIBUTION AGREEMENT AMENDMENT NO. 1 TO CUSTODY AGREEMENTSale and Contribution Agreement • March 1st, 2022 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This OMNIBUS AMENDMENT NO. 19 TO RECEIVABLES LOAN AGREEMENT, AMENDMENT NO. 9 TO SALE AND CONTRIBUTION AGREEMENT AND AMENDMENT NO. 1 TO CUSTODY AGREEMENT (this “Amendment”), effective as of October 27, 2021 (the “Effective Date”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), GRAND VACATIONS SERVICES LLC, a Delaware limited liability company (the “Servicer”), HILTON RESORTS CORPORATION, a Delaware corporation, as seller (the “Seller”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders, BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary, Paying Agent and Custodian. Capitalized terms used, but not otherwise defined herein, shall hav
HILTON GRAND VACATIONS INC. STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 24, 2016Stockholders Agreement • November 14th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), HNA Tourism Group Co., Ltd., a PRC company (“HNA”), and, solely for purposes of Section 4.3, HNA Group Co., Ltd., a PRC company (“HNA Group”).
AMENDMENT NO. 6 TO RECEIVABLES LOAN AGREEMENT AND ASSIGNMENT AND ACCEPTANCEReceivables Loan Agreement • March 13th, 2018 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This RECEIVABLES LOAN AGREEMENT dated as of May 9, 2013, is by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.
TAX MATTERS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as ofTax Matters Agreement • November 23rd, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of , by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”), Hilton Grand Vacations Inc., a Delaware corporation (“HGV”) and Hilton Domestic Operating Company Inc., a Delaware corporation (“OpCo”). Each of HLT, PK, HGV and OpCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
FORM OF MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • September 16th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Master Transition Services Agreement (this “Agreement”) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”). Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the “Distribution Agreement”).
STOCKHOLDERS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., HILTON GRAND VACATIONS INC., and the Blackstone Holders (as defined herein) Dated as of January 2, 2017Stockholders Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the day of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Hilton Grand Vacations Inc., a Delaware corporation (“HGV”), and the Blackstone Holders (as defined herein). Each of HLT, HGV and each Blackstone Holder is sometimes referred to herein as a “Party” and collectively, as the “Parties”. Each of HLT, HGV and Park Hotels & Resorts Inc., a Delaware corporation (“PK”), is sometimes referred to herein as a “Spinoff Party” and collectively, as the “Spinoff Parties”.
MASTER TRANSITION SERVICES AGREEMENTMaster Transition Services Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Master Transition Services Agreement (this “Agreement”) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”). Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the “Distribution Agreement“).
AGREEMENT AND PLAN OF MERGER among HILTON GRAND VACATIONS INC., HEAT MERGER SUB, INC. and BLUEGREEN VACATIONS HOLDING CORPORATION Dated as of November 5, 2023Trust Agreement • November 7th, 2023 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2023, is made by and among Hilton Grand Vacations Inc., a Delaware corporation (“Parent”), Heat Merger Sub, Inc., a Florida corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Bluegreen Vacations Holding Corporation, a Florida corporation (the “Company”).
AMENDMENT NO. 12 TO RECEIVABLES LOAN AGREEMENTReceivables Loan Agreement • October 31st, 2019 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This AMENDMENT NO. 12 TO RECEIVABLES LOAN AGREEMENT (this “Amendment”), effective as of September 19, 2019 (the “Effective Date”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), HILTON RESORTS CORPORATION, a Delaware corporation (the “Seller”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders, BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary and Paying Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Receivables Loan Agreement” (defined below).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 3rd, 2023 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Florida
The Participant has been granted Restricted Stock Units (or “RSUs”) with the terms set forth in this Award Notice and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan.
LICENSE AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and HILTON GRAND VACATIONS INC. Dated as of January 2, 2017HGV License Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This HGV LICENSE AGREEMENT dated as of January 2, 2017 (the “Effective Date”), by and between Hilton Worldwide Holdings Inc., a Delaware corporation (“Licensor”) and Hilton Grand Vacations Inc., a Delaware corporation (“Licensee”). Each of Licensor and Licensee is referred to herein as a “Party” and collectively, as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and HILTON GRAND VACATIONS INC. Dated as of March 10, 2021HGV License Agreement • March 11th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This AMENDED AND RESTATED HGV LICENSE AGREEMENT (the “Agreement”), dated as of March 10, 2021 (the “Amendment Date”), is entered into by and between Hilton Worldwide Holdings Inc., a Delaware corporation (“Licensor”), and Hilton Grand Vacations Inc., a Delaware corporation (“Licensee”). Each of Licensor and Licensee is referred to herein as a “Party” and collectively, as the “Parties.”
MASTER AMENDMENT AND OPTION AGREEMENTMaster Amendment and Option Agreement • March 13th, 2018 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS MASTER AMENDMENT AND OPTION AGREEMENT (this “Agreement”), dated as of March 13, 2018, is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), HNA Tourism Group Co., Ltd., a People’s Republic of China (“PRC”) company (“HNA”), and HNA HLT Holdco I LLC, a Delaware limited liability company (the “Selling Stockholder”).
Hilton grand vacations borrower escrow, llc HILTON GRAND VACATIONS BORROWER ESCROW, INC. PURCHASE AGREEMENTPurchase Agreement • July 29th, 2021 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), by and among the Issuers, the Escrow Guarantor (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket issuer letter of representations, as supplemented by the relevant riders, each to be dated on or before the Closing Date (as so supplemented, the “DTC Agreement”), among the Issuers and the Depositary.
FORM OF DISTRIBUTION AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC., PARK HOTELS & RESORTS INC., HILTON GRAND VACATIONS INC., and HILTON DOMESTIC OPERATING COMPANY INC. Dated as of , 2016Distribution Agreement • September 16th, 2016 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , by and among Hilton Worldwide Holdings Inc., a Delaware corporation (“HLT”), Park Hotels & Resorts Inc., a Delaware corporation (“PK”) and Hilton Grand Vacations Inc., a Delaware corporation (“HGV”) and for purposes of Sections 7.2 and 7.3, Hilton Domestic Operating Company Inc. (“OpCo”), a subsidiary of HLT. Each of HLT, PK and HGV is sometimes referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 2, 2017 AMONG HILTON GRAND VACATIONS INC. AND THE OTHER PARTIES HERETOStockholders Agreement • January 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Stockholders Agreement is entered into as of January 2, 2017 by and among Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
RESTRICTED STOCK UNIT AGREEMENT (CONVERTED AWARD – 2014 GRANT) HILTON GRAND VACATIONS INC.Restricted Stock Unit Agreement • May 4th, 2017 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places • New York
This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Grand Vacations Inc., a Delaware corporation (the “Company”), and the Participant (as defined below).
