Hilton Worldwide Holdings Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of common stock, par value $0.01 per share (the “Stock”), of the Company and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares of Stock and, at the election of the Underwriters, up to [—] additional shares of Stock of the Company. The aggregate of [—] shares of Stock to be sold by the Company and the Selling Stockholder are herein called the “Firm Shares” and the aggregate of up to [—] additional shares of Stock to be sold by the Selling Stockholder are herein called the “Optional Shares”. The Firm Shares and the Optional Shar
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
This Indemnification Agreement is effective as of , (this “Agreement”) and is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC. and the other parties hereto Dated as of [ ], 201[ ]Registration Rights Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], 201[ ] and is by and among Hilton Worldwide Holdings Inc. (the “Company”), Blackstone (as defined below) and the other Persons listed on the signature pages hereto (each, a “Management Stockholder” and collectively, the “Management Stockholders”).
STOCKHOLDERS AGREEMENT DATED AS OF [ ], 201[ ] AMONG HILTON WORLDWIDE HOLDINGS INC. AND THE OTHER PARTIES HERETOStockholders Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
This Stockholders Agreement is entered into as of [ ], 2013 by and among Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
REGISTRATION RIGHTS AGREEMENT by and among HILTON WORLDWIDE HOLDINGS INC. and the other parties hereto Dated as of [ ], 201[ ]Registration Rights Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • Delaware
This Registration Rights Agreement, dated as of (this “Agreement”) is entered into by and among Hilton Worldwide Holdings Inc. (the “Company”) and the Eligible Holders (as defined below).
RESTRICTED STOCK UNIT AWARD AGREEMENT (Non-Employee Directors)Restricted Stock Unit Award Agreement • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Hilton Worldwide Holdings Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified on the Signature Page attached hereto (the “Participant”).
HILTON WORLDWIDE HOLDINGS INC. RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award for BH Hotels Holdco LLC Units)Restricted Stock Grant And • November 27th, 2013 • Hilton Worldwide Holdings Inc. • Hotels & motels • New York
THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), between Hilton Worldwide Holdings Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the participant identified on the Signature Page attached hereto (the “Participant”) and BH Hotels Holdco LLC, a Delaware limited liability company (the “Holding Company”).
