STOCK PURCHASE AGREEMENT BY AND BETWEEN LORD CENTRAL OPPORTUNITY V LIMITEDStock Purchase Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of May 27, 2019, is made by and between Lord Central Opportunity V Limited, a company incorporated under the laws of the British Virgin Islands (the “Seller”), Hill Path Capital LP (“Hill Path”), the affiliates of Hill Path set forth on Exhibit A hereto (the “HP Purchasers”, each of the HP Purchasers a “Purchaser” and together the “Purchasers”).
STOCKHOLDERS AGREEMENT Dated as of May 27, 2019 STOCKHOLDERS AGREEMENTStockholders Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation
[l], a [l] (the “Joining Party”), is executing and delivering this Joinder Agreement (this “Joinder”) to that certain Stockholders Agreement, dated as of May 27, 2019 (as amended, modified or supplemented from time to time, the “Stockholders Agreement”), by and between Hill Path Capital LP, a Delaware limited partnership (“Hill Path”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED UNDERTAKING AGREEMENTUndertaking Agreement • May 29th, 2019 • Hill Path Capital LP • 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 29th, 2019 • Hill Path Capital LP • 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
JOINT FILING AGREEMENTJoint Filing Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of SeaWorld Entertainment, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
