AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2023 • Howard Hughes Holdings Inc. • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2023 by and among The Howard Hughes Corporation, a Delaware corporation (the “Company”), Howard Hughes Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“HHC”), and HHC Merger Sub Co., a Delaware corporation and a direct wholly owned subsidiary of HHC (“Merger Sub”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 11th, 2023 • Howard Hughes Holdings Inc. • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between The Howard Hughes Corporation, a Delaware corporation (“Assignor”), and Howard Hughes Holdings Inc., a Delaware corporation (“Assignee”).
Tax Matters Agreement By and Between HOWARD HUGHES HOLDINGS INC. and SEAPORT ENTERTAINMENT GROUP INC. Dated as of July 31, 2024Tax Matters Agreement • August 1st, 2024 • Howard Hughes Holdings Inc. • Real estate investment trusts • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into effective as of July 31, 2024, by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Seaport Entertainment Group, Inc., a Delaware corporation and wholly owned subsidiary of HHH (“Seaport Entertainment”). HHH and Seaport Entertainment are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I of this Agreement.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024Transition Services Agreement • August 1st, 2024 • Howard Hughes Holdings Inc. • Real estate investment trusts • New York
This TRANSITION SERVICES AGREEMENT (together with the schedules hereto, “Agreement”) is entered into effective as of July 31, 2024 (“Effective Date”), by and between Howard Hughes Holdings Inc., a Delaware corporation (“Provider” or “HHH”), and Seaport Entertainment Group Inc., a Delaware corporation and wholly owned subsidiary of Provider (“Recipient” or “Seaport Entertainment”). Each of Recipient and Provider is referred to herein as a “Party” and collectively as the “Parties”.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024Employee Matters Agreement • August 1st, 2024 • Howard Hughes Holdings Inc. • Real estate investment trusts • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July31, 2024, is entered into by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Seaport Entertainment Group Inc., a Delaware corporation and wholly owned subsidiary of HHH (“Seaport Entertainment”). HHH and Seaport Entertainment are each a “Party” and are sometimes referred to herein collectively as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31 2024Separation and Distribution Agreement • August 1st, 2024 • Howard Hughes Holdings Inc. • Real estate investment trusts • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of July 31, 2024 (this “Agreement”), by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Seaport Entertainment Group Inc., a Delaware corporation and wholly owned subsidiary of HHH (“Seaport Entertainment”). HHH and Seaport Entertainment are each a “Party” and are sometimes referred to herein collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2023 • Howard Hughes Holdings Inc. • Real estate investment trusts • Delaware
This Employment Agreement (this “Agreement”), dated September 29, 2023, is entered into by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Anton Nikodemus (the “Executive”).
