EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF , 2024Employee Matters Agreement • July 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 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 , 2024Separation and Distribution Agreement • July 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of , 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.
FIRST AMENDMENT TO STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • July 23rd, 2024 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • New York
This First Amendment (this “Amendment”) to the Standby Purchase Agreement is effective as of July 23, 2024 (the “Effective Date”) by and among Seaport Entertainment Group Inc., a corporation existing under the laws of Delaware (the “SEG”), Howard Hughes Holdings Inc., a corporation existing under the laws of Delaware (“HHH”), Pershing Square Holdings, LTD., Pershing Square, L.P. and Pershing Square International, LTD. (together, the “Standby Purchasers” and together with SEG and HHH, the “Parties”).
