SeaWorld Entertainment, Inc. Common Stock, par value $0.01 per share Form of Underwriting AgreementSeaWorld Entertainment, Inc. • November 20th, 2013 • Services-miscellaneous amusement & recreation • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, and acting severally and not jointly, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 20th, 2013 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation • Delaware
This SHARE REPURCHASE AGREEMENT (this “Agreement”) is dated as of November , 2013 and is between the affiliates of The Blackstone Group, L.P. named in the signature pages below (such named signatories, collectively, “Blackstone”), and SeaWorld Entertainment, Inc., a Delaware corporation (the “Company”).
