INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, by and between Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September _________, 2019 by and among Endeavor Group Holdings, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Holders”).
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 (THE “EXECUTION DATE”) BY AND AMONG ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (Endeavor Operating Company, LLC or such affiliate thereof which may employ Employee from time to time, the “Employer”), and CHRISTIAN MUIRHEAD, AN INDIVIDUAL (“Employee”).
EQUITY AWARD AGREEMENTEquity Award Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 (the “Effective Date”), BY AND AMONG ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“EOC Parent”), ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), JASON LUBLIN, AN INDIVIDUAL (“Grantee”), WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), WME IRIS MANAGEMENT IV HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris IV”), AND WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).
RECITALSCredit Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT dated as of May 6, 2014, as amended and restated by Amendment No. 5, dated as of May 18, 2018 (this “Agreement”), among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“WME”), IMG WORLDWIDE HOLDINGS, LLC (the “Co-Borrower” and, together with WME, the “Borrowers”) the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
MANAGEMENT UNIT AWARD AGREEMENTManagement Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS AGREEMENT (this “Agreement”) IS MADE EFFECTIVE AS OF DECEMBER 16, 2016 (the “Date of Grant”), BY AND BETWEEN UFC MANAGEMENT HOLDCO LLC, A DELAWARE LIMITED LIABILITY COMPANY (the “Company”), AND JASON LUBLIN, AN INDIVIDUAL (“Grantee”).
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 BY AND AMONG ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (Endeavor Operating Company, LLC or such affiliate thereof which may employ Employee from time to time subject to the terms and conditions of this Agreement and which duly executes this Agreement, the “Employer”), and MARK SHAPIRO, AN INDIVIDUAL (“Employee”).
SECOND AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS SECOND AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF MARCH 13, 2019 (the “Effective Date”), BY AND AMONG ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Employer”) AND PATRICK WHITESELL, AN INDIVIDUAL (“Employee”).
STOCKHOLDERS AGREEMENT by and among ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR EXECUTIVE HOLDCO, LLC ENDEAVOR EXECUTIVE PIU HOLDCO, LLC ENDEAVOR EXECUTIVE II HOLDCO, LLC ARIEL EMANUEL PATRICK WHITESELL THE ARIEL Z. EMANUEL LIVING TRUST, DATED NOVEMBER...Stockholders Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This STOCKHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of _________, 2021, by and among (i) Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), (ii) Endeavor Executive Holdco, LLC, a Delaware limited liability company (“Executive Holdco”), Endeavor Executive PIU Holdco, LLC, a Delaware limited liability company (“Employee Holdco I”), Endeavor Executive II Holdco, LLC, a Delaware limited liability company (“Employee Holdco II”, and together with Executive Holdco and Employee Holdco I, the “Executive Holding Companies”) and Ariel Emanuel and Patrick Whitesell (each a “Key Executive”), the Ariel Z. Emanuel Living Trust, dated November 13, 2017 (the “Executive Trust” and together with Executive Holdco, Employee Holdco I, Employee Holdco II and the Key Executives, the “Executive Equityholders”), (iii) SLP West Holdings, L.L.C., a Delaware limited liability company, SLP West Holdings II, L.L.C., a Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR OPERATING COMPANY, LLC Dated as of April 28, 2021Limited Liability Company Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENDEAVOR OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of April 28, 2021 (the “Restatement Date”), by and among the Company, Endeavor Group Holdings, Inc., a Delaware corporation (“PubCo”), Endeavor Manager, LLC, a Delaware limited liability company (“Manager”) and the Members (as defined below).
April 2, 2024 Ariel Emanuel Via Email Dear Ariel,Letter Agreement • April 3rd, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
The purpose of this letter agreement (“Letter Agreement”) is to memorialize certain terms in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Wildcat EGH Holdco, L.P. (“EGH Holdco”), Wildcat OpCo Holdco, L.P. (“OpCo Holdco”), Wildcat PubCo Merger Sub, Inc., Wildcat OpCo Merger Sub, L.L.C., Wildcat Manager Merger Sub, L.L.C., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Group Holdings, Inc. (“EGH”), Endeavor Manager, LLC and Endeavor Operating Company, LLC (“EOC”) (as may be amended, modified, waived or supplemented from time to time in accordance with the terms thereof, the “Merger Agreement”). Capitalized terms used herein, but not defined herein, shall have the meaning ascribed to such terms in the Merger Agreement.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), effective as of March 13, 2019 (the “Effective Date”), by and among Endeavor Group Holdings, Inc. (“EGH”), Endeavor Operating Company, LLC (“EOC”) and Patrick Whitesell (the “Restricted Person” and, together with EGH and EOC, the “Parties” and individually, a “Party”).
ENDEAVOR GROUP HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of May 3, 2021 (the “Date of Grant”), by and between Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), and Patrick Whitesell (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Endeavor Group Holdings, Inc. 2021 Incentive Award Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
ENDEAVOR GROUP HOLDINGS, INC.Restricted Stock Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the restricted stock units (“RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (and the exhibits thereto) (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms not defined in this Grant Notice shall have the meanings given to them in the Plan.
EQUITY AWARD AGREEMENTEquity Award Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF JUNE APRIL 19, 2021 (the “Effective Date”), BY AND AMONG ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“EOC Parent”), ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), MARK SHAPIRO, AN INDIVIDUAL (“Grantee”), WME IRIS MANAGEMENT HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris I”), WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), AND WME IRIS MANAGEMENT IV HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris IV”).
ContractCredit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIFTH AMENDMENT, dated as of September 18, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Third Additional Term B Lender (as defined below).
TRANSACTION AGREEMENT by and among: ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, ZUFFA PARENT, LLC, WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC., and WHALE MERGER SUB INC. Dated as of April 2, 2023Transaction Agreement • April 3rd, 2023 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS TRANSACTION AGREEMENT is made and entered into as of April 2, 2023, by and among: Endeavor Group Holdings, Inc., a Delaware corporation (“EDR”); Endeavor Operating Company, LLC, a Delaware limited liability company and a Subsidiary of EDR (“EDR OpCo”); Zuffa Parent, LLC, a Delaware limited liability company and a Subsidiary of EDR (“HoldCo”); World Wrestling Entertainment, Inc., a Delaware corporation (“WWE”); New Whale Inc., a Delaware corporation and a wholly owned Subsidiary of WWE (“New PubCo”); and Whale Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of New PubCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
RECITALSFourth Amendment • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017 and the Third Amendment, dated as of March 26, 2019, this “Agreement”), among Zuffa Guarantor, LLC, a Delaware limited liability company (“Holdings”), VGD MERGER SUB, LLC, a Delaware limited liability company (“VGD Merger Sub” and a “Borrower”), UFC HOLDINGS, LLC, a Delaware limited liability company (“Target Borrower”) (which on the Effective Date shall be merged with and into VGD Merger Sub, with Target Borrower surviving such merger (such surviving entity, a “Borrower”)), the LENDERS party hereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.
ContractFirst Incremental • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST INCREMENTAL TERM FACILITY AMENDMENT, dated as of April 25, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial First Additional Term B Lender (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR MANAGER, LLC Dated as of April 28, 2021Limited Liability Company Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ENDEAVOR MANAGER, LLC, a Delaware limited liability company (the “Company”), dated as of , 2021 (the “Effective Date”), by and among the Company, Endeavor Group Holdings, Inc., a Delaware corporation (“PubCo”), Endeavor Operating Company, LLC, a Delaware limited liability company (“OpCo”) and the Members (as defined below).
ContractCredit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIRD AMENDMENT, dated as of March 26, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Lenders party hereto.
AWARD AGREEMENTAward Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS AWARD AGREEMENT (this “Agreement”) IS DATED AS OF MARCH 13, 2019 (the “Effective Date”), BY AND AMONG ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“EOC Parent”), ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), PATRICK WHITESELL, AN INDIVIDUAL (the “Grantee”), AND, SOLELY FOR PURPOSES OF SECTIONS 1 AND 3 HEREOF, WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), WME IRIS MANAGEMENT V HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris V”), WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).
FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016, among ZUFFA GUARANTOR, LLC, as Holdings, VGD MERGER SUB, LLC, (which on the Effective Date shall be merged with and into UFC Holdings, LLC, with UFC Holdings, LLC surviving such merger), as a...First Lien Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016 (this “Agreement”), among Zuffa Guarantor, LLC, a Delaware limited liability company (“Holdings”), VGD MERGER SUB, LLC, a Delaware limited liability company (“VGD Merger Sub” and a “Borrower”), UFC HOLDINGS, LLC, a Delaware limited liability company (“Target Borrower”) (which on the Effective Date shall be merged with and into VGD Merger Sub, with Target Borrower surviving such merger (such surviving entity, a “Borrower”)), the LENDERS party hereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.
ContractCredit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST REFINANCING AMENDMENT dated as of February 21, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ZUFFA PARENT, LLC Dated as of August 18, 2016Limited Liability Company Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ZUFFA PARENT, LLC, a Delaware limited liability company (the “Company”), dated as of August 18, 2016 (the “Restatement Date”), by and among the Company and the Members party hereto.
EQUITY AWARD AGREEMENTEquity Award Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 (the “Effective Date”), BY AND AMONG ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“EOC Parent”), ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), SETH KRAUSS, AN INDIVIDUAL (“Grantee”), WME IRIS MANAGEMENT HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris I”), WME IRIS MANAGEMENT IV HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris IV”), AND WME IRIS MANAGEMENT V HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris V”).
FUTURE INCENTIVE UNITS AWARD AGREEMENTFuture Incentive Units Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS FUTURE INCENTIVE UNITS AWARD AGREEMENT (this “Agreement”) IS DATED AS OF March 13, 2019 (the “Effective Date”), BY AND AMONG ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“ EOC Parent”), ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), ARIEL EMANUEL, AN INDIVIDUAL (the “Grantee”), AND, SOLELY FOR PURPOSES OF SECTIONS 1 AND 4 HEREOF, WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), WME IRIS MANAGEMENT V HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris V”), WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).
ContractSecond Refinancing • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (this “Amendment”) to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 3rd, 2023 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 2, 2023, is entered into by and between Endeavor Group Holdings, Inc. a Delaware corporation (“EDR”), and Vincent K. McMahon (the “Stockholder” and together with EDR, the “Parties” and each, a “Party”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below).
PROFITS INTEREST AWARD AGREEMENTProfits Interest Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services
THIS AGREEMENT (this “Agreement”) IS DATED (the “Date of Grant”), BY AND BETWEEN WME IMG CHINA, LP, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP (the “Partnership”) AND , AN INDIVIDUAL (the “Grantee”).
AMENDMENT NO. 5, dated as of May 18, 2018 (this “Amendment”), to the Credit Agreement dated as of May 6, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among WME IMG HOLDINGS, LLC,...Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT dated as of May 6, 2014, as amended and restated by Amendment No. 5, dated as of May 18, 2018 (this “Agreement”), among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“WME”), IMG WORLDWIDE HOLDINGS, LLC (the “Co-Borrower” and, together with WME, the “Borrowers”) the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
CLASS B UNITS AWARD AGREEMENTClass B Units Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS AGREEMENT (this “Agreement”) IS MADE EFFECTIVE (the “Date of Grant”), BY AND BETWEEN ENDEAVOR CHINA DIRECT, LLC, A DELAWARE LIMITED LIABILITY COMPANY (the “Company”) AND , AN INDIVIDUAL (the “Grantee”).
ENDEAVOR GROUP HOLDINGS, INC.Stock Option Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) an option to purchase the number of shares of Common Stock (“Shares”) set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Award Agreement attached hereto as Exhibit A (and the exhibits thereto) (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms not defined in this Grant Notice shall have the meanings given to them in the Plan.
TAX RECEIVABLE AGREEMENT by and among ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR MANAGER, LLC, ENDEAVOR OPERATING COMPANY, LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein),...Tax Receivable Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [________], 2021, is hereby entered into by and among Endeavor Group Holdings, Inc., a Delaware corporation (the “Corporation”), Endeavor Manager, LLC, (“Endeavor Manager”, and, along with the Corporation and any other member of the U.S. federal income tax consolidated group including Endeavor Manager and the Corporation, the members of the “Corporate Group”), Endeavor Operating Company, LLC, a Delaware limited liability company (the “LLC”), each of the Exchange TRA Parties from time to time party hereto, each of the Reorganization TRA Parties from time to time party hereto, the Representative (as defined below), the KKR Representative (as defined below), and SLP West Holdings, L.L.C. (the “SL Representative”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.0
October 23, 2024 Ariel Emanuel Via Email Dear Ariel,Letter Agreement • October 24th, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services
The purpose of this letter agreement (the “Amendment”) is to memorialize the amendment of certain terms of that certain letter agreement, by and between Endeavor Group Holdings, Inc., Endeavor Operating Company, LLC (“Endeavor Operating Company”), William Morris Endeavor Entertainment, LLC, Wildcat EGH Holdco, L.P., Wildcat OpCo Holdco, L.P. and you, dated as of April 2, 2024 (the “Letter Agreement”), including removal of any eligibility to receive the Asset Sale Bonus. Except as otherwise set forth herein, capitalized terms used herein, but not defined herein, shall have the meaning ascribed to such terms in the Letter Agreement.
