Hilton Worldwide Holdings Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 3rd, 2014 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
The stockholders of Hilton Worldwide Holdings 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 (the “Representatives”), an aggregate of 90,000,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company, and, at the election of the Underwriters, up to 13,500,000 additional shares (the “Optional Shares”) of Stock of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. 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
