Madison Square Garden Entertainment Corp. Sample Contracts

Madison Square Garden Entertainment Corp. 7,150,000 Shares of Common Stock Underwriting Agreement
Madison Square Garden Entertainment Corp. • September 22nd, 2023 • Services-miscellaneous amusement & recreation • New York

Sphere Entertainment Group, LLC, a Delaware limited liability company (the “Selling Stockholder”), a stockholder of Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,150,000 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,071,188 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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Madison Square Garden Entertainment Corp. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 18th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York

Sphere Entertainment Group, LLC, a Delaware limited liability company (the “Selling Stockholder”), a stockholder of Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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February 1, 2024 Mr. Michael Grau c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Michael:
Letter Agreement • February 5th, 2024 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

This letter agreement (the “Agreement”), effective as of February 1, 2024, will confirm the terms of your employment with Madison Square Garden Entertainment Corp. (the “Company”) which shall commence on February 12, 2024 or such later date as the parties may agree (the “Commencement Date”).

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AIRCRAFT DRY LEASE AGREEMENT
Aircraft Dry Lease Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS AIRCRAFT DRY LEASE AGREEMENT (this “Lease”) is entered in effective as of May 6, 2019, by and between BRIGHID AIR, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, NY 11797 (“Lessor”) and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee” or “MSG”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE CHARLES F. DOLAN CHILDREN TRUSTS
Registration Rights Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Registration Rights Agreement (this “Agreement”) dated as of March 31, 2023 (but effective as provided in Section 10(l)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “Children Trusts”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.

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Contract
Credit Agreement • June 20th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York

AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of May 25, 2023 (this “Amendment”), among MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (the “Company”), the GUARANTORS party hereto, the LENDERS party hereto, the L/C ISSUERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY AFFILIATES
Registration Rights Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Registration Rights Agreement (this “Agreement”) dated as of March 31, 2023 (but effective as provided in Section 9(k)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.

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May 31, 2023 Mr. Philip D’Ambrosio c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Phil:
Agreement • June 2nd, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

This Agreement (the “Agreement”), effective as of April 1, 2023 (the “Effective Date”), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (the “Company”).

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FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • May 18th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Pursuant to the 2023 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive a performance restricted stock unit award (the “Award”). The Award is granted subject to the terms and conditions set forth below and in the Plan.

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SECOND AMENDMENT TO LEASE
MSGE Spinco, Inc. • February 16th, 2023 • Services-miscellaneous amusement & recreation

This SECOND AMENDMENT TO LEASE dated as of November 6, 2002 (this “Amendment”), between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).

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ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK KNICKS, LLC Dated as of April 15, 2020
Arena License Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of April 15, 2020 (the “Effective Date”) between MSG Arena, LLC, a Delaware limited liability company (“Licensor”), and New York Knicks, LLC, a Delaware limited liability company (the “Knicks”). Licensor and the Knicks are each referred to individually as a “Party” and collectively as the “Parties.”

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • Delaware

This INDEMNIFICATION AGREEMENT is effective as of this day of (the “Agreement”) by and between MSGE Spinco, Inc., a Delaware corporation (to be renamed Madison Square Garden Entertainment Corp., and referred to herein as the “Company”), and (“Indemnitee”).

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RCPI TRUST,
Lease • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS LEASE is made as of the 4th day of December, 1997, between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).

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Madison Square Garden Entertainment Corp. 5,250,000 Shares of Common Stock Underwriting Agreement
Madison Square Garden Entertainment Corp. • June 27th, 2023 • Services-miscellaneous amusement & recreation • New York

Sphere Entertainment Group, LLC, a Delaware limited liability company (the “Selling Stockholder”), a stockholder of Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,250,000 shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 787,500 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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Madison Square Garden Entertainment Corp. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 20th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York

Sphere Entertainment Group, LLC, a Delaware limited liability company (the “Selling Stockholder”), a stockholder of Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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FORM OF RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation

Pursuant to the 2023 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive [#RSUs] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

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FLIGHT CREW SERVICES AGREEMENT
Flight Crew Services Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation

This Flight Crew Services Agreement (this “Agreement”) is made this 6th day of May, 2019 between Dolan Family Office, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, New York 11797 (“Contractor”), and MSG Sports & Entertainment, LLC, a Delaware limited liability company with an address at 2 Pennsylvania Plaza, New York, New York 10121 (the “Customer”).

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STANDSTILL AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY GROUP
Standstill Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Standstill Agreement (this “Standstill Agreement”), dated as of March 31, 2023, by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Standstill Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

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FIRST AMENDMENT TO LEASE
Lease • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation

This FIRST AMENDMENT TO LEASE dated as of February 19, 1999 (this “Amendment”), between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).

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AIRCRAFT SUPPORT SERVICES AGREEMENT
Aircraft Support Services Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of December 17, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”), on the one hand; and the following operators as follows: Charles F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber, and Kathleen M. Dolan, each an individual, with their address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, New York 11797 (each a “Client,” and collectively, “Client” or “Clients” as appropriate), on the other hand.

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TRANSACTION AGREEMENT
Transaction Agreement • June 20th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Transaction Agreement (this “Agreement”), dated as of April 18, 2023, by and among (i) MSG Arena, LLC, a Delaware limited liability company (“Arenaco”), MSG Arena Holdings, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), MSG National Properties, LLC, a Delaware limited liability company (“National Properties”), MSG Entertainment Holdings, LLC, a Delaware limited liability company (“MSGE Holdings”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (“Spinco” and together with the Arena Companies, National Properties and MSGE Holdings, the “Spinco Parties”); and (ii) Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), a Delaware corporation (“Sphere Entertainment”), and MSG Entertainment Group, LLC (to be renamed Sphere Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of Sphere Entertainment

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October 26, 2021 Mr. Jamal Haughton c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Jamal:
Letter Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation

This letter agreement (the “Agreement”), effective as of December 6, 2021 (the “Effective Date”), will confirm the terms of your employment with Madison Square Garden Entertainment Corp. (the “Company”) following the Effective Date.

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SECURITY AGREEMENT Dated as of June 30, 2022, by and among MSG NATIONAL PROPERTIES, LLC, and THE OTHER GRANTORS REFERRED TO HEREIN, as Grantors, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Security Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS SECURITY AGREEMENT, dated as of June 30, 2022 (this “Agreement”), is made by and among MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (the “Company”), the other parties listed as “Subsidiary Grantors” on the signature pages hereof (the Company and such Persons so listed being, collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article IX of the Credit Agreement (as hereinafter defined), the “Administrative Agent”), for the benefit of the Lenders and the other Secured Parties (each as defined in the Credit Agreement, as defined below).

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FORM OF PERFORMANCE OPTION AGREEMENT
Performance Option Agreement • May 18th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York

Pursuant to the 2023 Employee Stock Plan (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $[Dollars] per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.

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FORM OF NON-EMPLOYEE DIRECTOR AWARD AGREEMENT
MSGE Spinco, Inc. • February 16th, 2023 • Services-miscellaneous amusement & recreation

Pursuant to the 2023 Stock Plan for Non-Employee Directors (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”), you have been granted, effective as of [Date], [#RSUs] restricted stock units (“Units”) (such grant, the “Award”). The Units are granted subject to the terms and conditions set forth in this agreement (this “Agreement”) and in the Plan:

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023
Employee Matters Agreement • March 30th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 29, 2023, is by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Distribution), a Delaware corporation (“MSG Entertainment”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Distribution), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Entertainment (“Spinco” and, together with MSG Entertainment, each, a “Party” and collectively, the “Parties”).

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December 18, 2023
Letter Agreement • February 7th, 2024 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

This letter agreement (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the terms of your employment with the Company which shall commence on February 20, 2024 or such later date as the parties may agree (the “Commencement Date”).

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GUARANTY OF LEASE
Surrender Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation

GUARANTY OF LEASE (this “Guaranty”) dated as of the 28th day of September, 2015, by MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company, with an address at 2 Penn Plaza, New York, New York “Guarantor”), to RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address at c/o Tishman Speyer, 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”).

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CONTRIBUTION AGREEMENT BY AND AMONG MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.), MSG ENTERTAINMENT GROUP, LLC (TO BE RENAMED SPHERE ENTERTAINMENT GROUP, LLC) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE...
Contribution Agreement • March 30th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 29, 2023, by and among MADISON SQUARE GARDEN ENTERTAINMENT CORP. (to be renamed Sphere Entertainment Co. at the Effective Time), a Delaware corporation (“MSG Entertainment”), MSG ENTERTAINMENT GROUP, LLC (to be renamed Sphere Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG Entertainment (“MSGEG”), and MSGE SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation (“Spinco”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) dated as of March 29, 2023
Transition Services Agreement • March 30th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

Transition Services Agreement, dated as of March 29, 2023 (this “Agreement”), between MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (“Entertainco”), and Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), a Delaware corporation (“Sphereco”).

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TAX DISAFFILIATION AGREEMENT BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of March 29, 2023
Tax Disaffiliation Agreement • March 30th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 29, 2023, by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Effective Time (as defined below)), a Delaware corporation (“MSG Entertainment”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG Entertainment (“Spinco” and, together with MSG Entertainment, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

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DISTRIBUTION AGREEMENT BY AND BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023
Distribution Agreement • March 30th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

This Distribution Agreement (this “Agreement”), is dated as of March 29, 2023, by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Effective Time (as defined herein)), a Delaware corporation (“MSG Entertainment”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG Entertainment (“Spinco” and, together with MSG Entertainment, the “Parties”).

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FORM OF TIME SHARING AGREEMENT
Form of Time Sharing Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of _____________, 2023, by and between MSG Entertainment Holdings, LLC (“Lessor”), a Delaware limited liability company with a place of business at Two Pennsylvania Plaza, New York, New York 10121, and MSG Entertainment Group, LLC (to be renamed MSG Sphere Group, LLC), a Delaware limited liability company with a place of business at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee”).

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FORM OF RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • February 16th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation

Pursuant to MSG Sphere Corp.’s 2020 Employee Stock Plan or MSG Networks Inc.’s 2010 Employee Stock Plan, as amended, as applicable, on [Date] (the “Grant Date”), you were granted restricted stock units, each of which represents an unfunded, unsecured promise by MSG Sphere Corp. (formerly known as Madison Square Garden Entertainment Corp.) (“MSG Sphere”) to deliver to you one share of MSG Sphere Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”) from MSG Sphere on [Date] (the “Distribution Date”), and pursuant to the Company’s 2023 Employee Stock Plan (the “Plan”), you are receiving the award described in this Restricted Stock Units Agreement (the “Agreement”) of [#RSUs] restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”).

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FORM OF OPTION AGREEMENT
Form of Option Agreement • May 18th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation • New York

Pursuant to Sphere Entertainment Co.’s 2020 Employee Stock Plan or MSG Network Inc.’s 2010 Employee Stock Plan, as amended, as applicable, on [Date] (the “Grant Date”), you were granted options to purchase shares of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (“Sphere Entertainment”) Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”) from Sphere Entertainment on [Date] (the “Distribution Date”), and pursuant to the Company’s 2023 Employee Stock Plan (the “Plan”), you are receiving the award described in this Option Agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase [#shares] shares of the Company’s Class A common stock (the “Class A Common Stock”) at a price of $[Dollars] per share.

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