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”).
SECOND AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENTAnd Restated License Agreement • November 7th, 2023 • Hilton Grand Vacations Inc. • Hotels, rooming houses, camps & other lodging places
This SECOND AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT (this “Amendment”), dated as of November 5, 2023 (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.” Defined terms used but not otherwise defined herein shall have the meanings set forth in the Existing Agreement (as defined below).
