STOCK PURCHASE AGREEMENT BY AND BETWEEN LORD CENTRAL OPPORTUNITY V LIMITED HILL PATH CAPITAL LP AND THE HP PURCHASERS SET FORTH ON EXHIBIT A RELATING TO THE PURCHASE OF COMMON STOCK OF SEAWORLD ENTERTAINMENT, INC. May 27, 2019Stock Purchase Agreement • May 28th, 2019 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
SEAWORLD ENTERTAINMENT, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • May 28th, 2019 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Stockholders Agreement (this “Agreement”), dated as of May 27, 2019, is by and between Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings set forth in Section 23(a) below.
AMENDED AND RESTATED UNDERTAKING AGREEMENTUndertaking Agreement • May 28th, 2019 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
This letter, which we, Scott I. Ross and, if I am appointed to the SeaWorld board of directors in accordance with the Stockholders Agreement (as defined below), James P. Chambers (collectively, “we”, “our” or “us”), have executed and which is agreed to by SeaWorld Entertainment, Inc. (“SeaWorld” or the “Company”) and our firm, Hill Path Capital LP (ourselves, our firm and the investment funds and accounts that Scott I. Ross controls, collectively, “Hill Path”), contains a series of undertakings by Hill Path, and other agreements among the parties hereto, pursuant to that certain stockholders agreement, by and between SeaWorld and Hill Path, dated as of the date hereof (the “Stockholders Agreement”). These undertakings will be effective for 12 months following the date on which there is no director serving on the SeaWorld board of directors that is designated by Hill Path (a “Hill Path Designee”), and this letter is intended to be legally binding on Hill Path (which Scott I. Ross is aut
REGISTRATION RIGHTS AGREEMENT by and between SEAWORLD ENTERTAINMENT, INC. and HILL PATH CAPITAL LP HILL PATH CAPITAL PARTNERS LP HILL PATH CAPITAL CO- INVESTMENT PARTNERS LP HILL PATH CAPITAL PARTNERS-H LP HILL PATH CAPITAL PARTNERS CO-INVESTMENT E LP...Registration Rights Agreement • May 28th, 2019 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 27, 2019, is by and between SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), and Hill Path Capital LP (“Hill Path”), a limited partnership organized under the laws of Delaware, Hill Path Capital Partners LP (“Hill Path Capital”), a Delaware limited partnership, Hill Path Capital Co-Investment Partners LP (“Hill Path Co-Investment”), a Delaware limited partnership, Hill Path Capital Partners-H LP (“Hill Path H”), a Delaware limited partnership, Hill Path Capital Partners Co-Investment E LP (“Hill Path E”), a Delaware limited partnership, Hill Path Capital Partners Co-Investment E2 LP (“Hill Path E2”), a Delaware limited partnership, Hill Path Capital Partners Co-Investment S LP (“Hill Path S”), a Delaware limited partnership, HEP Fund LP (“HEP Fund”), a Delaware limited partnership, HM Fund LP, a Delaware limited partnership (“HM Fund”), Hill Path Capital Partners GP LLC, a Delaware limited liabi
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 28th, 2019 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is dated as of May 27, 2019 and is between Lord Central Opportunity V Limited, a company incorporated under the laws of the British Virgin Islands (“Holder”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”).
