0001104659-25-122577 Sample Contracts
PURCHASE AND SALE AGREEMENT by and among Howard Hughes Insurance Holdings, LLC, HOWARD HUGHES HOLDINGS INC. (SOLELY FOR PURPOSES OF SECTION 11.15), VANTAGE GROUP HOLDINGS LTD., CARLYLE PARTNERS VII CAYMAN HOLDINGS V, L.P., H&F VANTAGE AGGREGATOR,...Purchase and Sale Agreement • December 18th, 2025 • Howard Hughes Holdings Inc. • Real estate investment trusts • Delaware
This PURCHASE AND SALE AGREEMENT (including all schedules, exhibits and amendments hereto, this “Agreement”), dated as of December 17, 2025, is made by and among Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”), Howard Hughes Holdings Inc., a Delaware corporation (“Buyer Parent”) (solely for purposes of Section 11.15), Vantage Group Holdings Ltd., a Bermuda exempted company with liability limited by shares (the “Company”), Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the “Carlyle Investor”), H&F Vantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the “H&F Investor”), each of the Persons set forth on Annex I (the “Additional Shareholders”, and each of the Additional Shareholders, the Carlyle Investor and the H&F Investor, a “Seller” and collectively, the “Sellers”), and the Carlyle Investor and the H&F Investor, solely in their capacities as the Sellers’ representatives as set forth
December 17, 2025Equity Commitment Letter • December 18th, 2025 • Howard Hughes Holdings Inc. • Real estate investment trusts
This letter agreement sets forth the commitment of Pershing Square Holdings, Ltd., a company limited by shares incorporated under the laws of Guernsey with registered number 54602 (“Pershing Square”), subject to the terms and conditions herein, to contribute or cause to be contributed to Howard Hughes Holdings Inc. (“HHH”), by purchase of Preferred Stock (as defined in the Preliminary Summary of Terms attached as Exhibit A hereto (the “Term Sheet”)) of HHH, an amount equal to $1.0 billion (the “Commitment Cap”). Reference is made to that certain Purchase and Sale Agreement, dated as of December 17, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (the “Company”), Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”), Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partner