ROLLOVER AGREEMENTRollover Agreement • April 2nd, 2024 • Silver Lake West HoldCo, L.P. • Services-amusement & recreation services • Delaware
ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Ari Emanuel (“AE”), (iv) The Ariel Z. Emanuel Living Trust, dated November 13, 2017 (the “AE Trust”) and (v) Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Endeavor Executive PIU Holdco, LLC, in each case, solely to the extent the foregoing is a record owner of any of the Interests (as defined below) (collectively, the “HoldCos” and each a “HoldCo” and, together with AE and the AE Trust, the “Investors” and each an “Investor”). Capitalized terms used in this Agreement but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • April 2nd, 2024 • Silver Lake West HoldCo, L.P. • Services-amusement & recreation services • Delaware
ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”) and Mark Shapiro (the “Investor”). Capitalized terms used in this Agreement but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 2nd, 2024 • Silver Lake West HoldCo, L.P. • Services-amusement & recreation services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 2, 2024, is entered into by and among Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), Endeavor Manager, LLC, a Delaware limited liability company (“Manager”), Endeavor Operating Company, LLC, a Delaware limited liability company (“OpCo” and together with the Company and Manager, the “Company Entities”), Silver Lake West HoldCo, L.P., a Delaware limited partnership (“SLP West HoldCo”), and Silver Lake West HoldCo II, L.P., a Delaware limited partnership (“SLP West HoldCo II” and together with SLP West HoldCo, the “Stockholders” and, together with the Company Entities, 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 Merger Agreement (as defined below).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • February 9th, 2024 • Silver Lake West HoldCo, L.P. • Services-amusement & recreation services
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
