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0001104659-24-084903 Sample Contracts

EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024
Employee 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.

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31 2024
Separation 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.

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Tax Matters Agreement By and Between HOWARD HUGHES HOLDINGS INC. and SEAPORT ENTERTAINMENT GROUP INC. Dated as of July 31, 2024
Tax 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.

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024
Transition 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”.

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