13D Filing: Hill Path Capital LP and Seaworld Entertainment Inc. (SEAS)

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Page 20 of 26 – SEC Filing

J. Hill Path Investment Holdings
(a)

Hill Path Investment Holdings, as
the managing member of each of Hill Path GP, Hill Path E GP and Hill Path S GP, may be deemed the beneficial owner of the (i) 5,415,036
Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path
H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path E2 and (vi) 83,900 Shares owned by Hill Path
S.

Percentage: Approximately 14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Investment Holdings has not entered into any transactions in the Shares during the past
sixty days. The transactions in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill
Path S during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
K. Hill Path
(a)

Hill Path,
as the investment manager of each of Hill Path Capital, Hill Path Co-Investment, Hill Path H, Hill Path E, Hill Path E2 and Hill
Path S, may be deemed the beneficial owner of the (i) 5,415,036 Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by
Hill Path Co-Investment, (iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016
Shares owned by Hill Path E2 and (vi) 83,900 Shares owned by Hill Path S.

Percentage: Approximately
14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path S during the past sixty
days are set forth in Schedule A and are incorporated herein by reference.
L. Hill Path Holdings
(a)

Hill Path
Holdings, as the general partner of Hill Path, may be
deemed the beneficial owner of the (i) 5,415,036 Shares owned by Hill Path Capital, (ii) 164,261 Shares owned by Hill Path Co-Investment
(iii) 1,334,162 Shares owned by Hill Path H, (iv) 5,764,089 Shares owned by Hill Path E, (v) 402,016 Shares owned by Hill Path
E2 and (vi) 83,900 Shares owned by Hill Path S

Percentage: Approximately
14.5%

(b) 1. Sole power to vote or direct vote: 13,163,464
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 13,163,464
4. Shared power to dispose or direct the disposition: 0
(c) Hill Path Holdings has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Hill Path Capital, Hill Path Co-Investment, Hill Path E and Hill Path S during
the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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