AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and between HILTON WORLDWIDE HOLDINGS INC. and THE OTHER PARTIES HERETO Dated as of October 24, 2016Registration Rights Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 24, 2016 and is by and between Hilton Worldwide Holdings Inc. (the “Company”), Blackstone (as defined below) and the other Persons listed on the signature pages hereto (each, a “Management Stockholder”, and collectively the “Management Stockholders”).
HILTON WORLDWIDE HOLDINGS INC. STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 24, 2016Stockholders Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
This Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings 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”).
Blackstone Letterhead] October 24, 2016Hilton Worldwide Holdings Inc. • October 24th, 2016 • Hotels & motels
STOCK PURCHASE AGREEMENT dated as of October 24, 2016 among HNA TOURISM GROUP CO., LTD., and THE SELLER PARTIES NAMED HEREINStock Purchase Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of October 24, 2016 among the entities listed on Exhibit A (each a “Seller”, and collectively, the “Sellers”), HNA Tourism Group Co., Ltd. (“Buyer”), and the entities listed on Exhibit B (each a “Seller HoldCo” and, collectively, the “Seller HoldCos” and the Seller HoldCos together with the Sellers, the “Seller Parties”). The Seller Parties and Buyer are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).
Blackstone Letterhead] October 24, 2016Stockholders Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the day of [●], 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”.
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • October 24th, 2016 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
This First Amendment to Stockholders Agreement (this “Amendment”) is entered into as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”). Capitalized terms not defined herein shall have the meanings given to such terms in the Stockholders Agreement, dated as of December 17, 2013, by and among the Company and the Investor Parties (the “Existing Agreement”).
