TKO Group Holdings, Inc. Sample Contracts

INDEMNIFICATION AND ADVANCEMENT AGREEMENT
Indemnification and Advancement Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This Indemnification and Advancement Agreement (“Agreement”) is made as of _________ by and between TKO 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.

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TERM EMPLOYMENT AGREEMENT
Term Employment Agreement • January 23rd, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • New York

THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS JANUARY 21, 2024 (THE “SIGNING DATE”) AND EFFECTIVE AS OF JANUARY 1, 2024 (THE “EFFECTIVE DATE”), BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO 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”).

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FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TKO OPERATING COMPANY, LLC Dated as of September 12, 2023
Limited Liability Company Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TKO Operating Company, LLC, a Delaware limited liability company (the “Company”), dated as September 12, 2023 (the “Restatement Date”), by and among the Company, TKO Group Holdings, Inc., a Delaware corporation (“PubCo”) and the Members (as defined below).

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TKO GROUP HOLDINGS, INC.
Restricted Stock Unit Award Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 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.

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Contract
Credit Agreement • September 5th, 2023 • New Whale 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).

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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, 2023
Transaction Agreement • September 5th, 2023 • New Whale 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.

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RECITALS
Fourth Amendment • September 5th, 2023 • New Whale 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.

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Contract
First Incremental • September 5th, 2023 • New Whale 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).

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Contract
Credit Agreement • September 5th, 2023 • New Whale 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.

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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 • September 5th, 2023 • New Whale 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.

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Contract
Credit Agreement • September 5th, 2023 • New Whale 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”).

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Contract
Second Refinancing • September 5th, 2023 • New Whale 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”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 5th, 2023 • New Whale 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).

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TERM EMPLOYMENT AGREEMENT
Term Employment Agreement • January 12th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • New York

THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF JANUARY 12, 2024 (THE “SIGNING DATE”) AND MADE EFFECTIVE AS OF JANUARY 1, 2024 (THE “EFFECTIVE DATE”), BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO 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 SETH KRAUSS, AN INDIVIDUAL (“EMPLOYEE”).

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TKO GROUP HOLDINGS, INC.
Stock Option Award Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 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.

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WORLD WRESTLING ENTERTAINMENT, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 16, 2016 3.375% Convertible Senior Notes due 2023
World Wrestling • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

INDENTURE dated as of December 16, 2016 between WORLD WRESTLING ENTERTAINMENT, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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Contract
New Whale Inc. • September 5th, 2023 • Services-amusement & recreation services • New York

EIGHTH AMENDMENT, dated as of October 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”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Fifth Additional Term B Lender (as defined below).

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Contract
Credit Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

SIXTH AMENDMENT, dated as of June 15, 2020 (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”), the Lenders party hereto and each Second Revolving Increase Lender (as defined below).

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SERVICES AGREEMENT
Services Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This SERVICES AGREEMENT (this “Agreement”), dated September 12, 2023 and effective as of the Effective Date, by and between Endeavor Group Holdings, Inc. (“Endeavor”), and TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) (“TKO”). Endeavor and TKO are referred to collectively herein as the “Parties,” and each individually, a “Party”.

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INDEPENDENT CONTRACTOR SERVICES AND MERCHANDISING AGREEMENT
Independent Contractor Services and Merchandising Agreement • February 27th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • California

This Independent Contractor Services and Merchandising Agreement (“Agreement”) made effective as of January 22, 2024 (“Effective Date”), is by and among: (i) WORLD WRESTLING ENTERTAINMENT, LLC, f/k/a World Wrestling Entertainment, Inc., a Delaware limited liability company with its principal place of business at 707 Washington Blvd., Stamford, Connecticut 06901 (“WWE”); (ii) 7 Bucks Entertainment, Inc. (“Lender”) for the services of Dwyane Johnson, an individual (“Talent”); (iii) DJIP, LLC (“DJIP”); and (iv) TAG-TEAM ENTERPRISES, INC. (“Tag Team” and, together with Lender and DJIP, the “DJ Parties”) (WWE and each of the DJ Parties are hereinafter referred to individually as a “party” and collectively as the “parties”).

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IP Assignment AGREEMENT
Ip Assignment Agreement • February 27th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • California

THIS IP Assignment Agreement (this “Agreement”) is made and entered into as of this 22 day of January 2024 (the “Effective Date”), by and among (i) DJIP, LLC (“DJIP”), (ii) Tag-Team Enterprises, Inc. (“Tag Team”), (iii) 7 Bucks Entertainment, Inc. (“7 Bucks” and, together with DJIP and Tag Team, the “DJ Parties”), (iv) World Wrestling Entertainment, LLC (“WWE”), formerly known as World Wrestling Entertainment, Inc., a Delaware corporation, that was formerly known as World Wrestling Federation Entertainment, Inc., a Delaware corporation (“WWFE” and, together with the WWE Parties, the “WWE Parties”) and (v) TKO Group Holdings, Inc. (“TKO” and, together with the WWE Parties, the “TKO Group Parties”). Each of the DJ Parties and the TKO Group Parties are referred to herein as a “Party” and collectively as the “Parties”.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 12, 2023, by and among TKO Group Holdings, Inc., a Delaware corporation (the “Corporation”), and Endeavor Operating Company, LLC, a Delaware limited liability corporation (“Endeavor”), January Capital HoldCo, LLC (“January HoldCo”), January Capital Sub LLC (together with Endeavor and January HoldCo, the “Endeavor Holders”), Vincent K. McMahon (“Mr. McMahon” and, together with the Endeavor Holders, the “Holders”) and the other stockholder(s) party hereto (the “Management Holders”).

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STOCK PURCHASE AGREEMENT dated as of April 7, 2024 among TKO GROUP HOLDINGS, INC. and
Stock Purchase Agreement • May 8th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of April 7, 2024 by and between TKO Group Holdings, Inc., a Delaware corporation (the “Company”), and Vincent K. McMahon (“Seller”). Seller and the Company are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

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AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT
Governance Agreement • February 27th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services

This AMENDMENT NO. 1 TO GOVERNANCE AGREEMENT (this “Amendment No. 1”), effective as of January 23, 2024, entered into by and between Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor OpCo”), January Capital Sub, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor Blocker”), January Capital Holdco, LLC, a Delaware limited liability company and a subsidiary of Endeavor (together with Endeavor OpCo and Endeavor Blocker, the “Endeavor Subscribers”), TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company (“HoldCo”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”); and Vincent K. McMahon (together with Endeavor, the Endeavor Subscribers, HoldCo and New PubCo, the “Parties” and each, a “Party”), amends that certain Governance Agreement, dated as of September 12, 20

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EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • California

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 22nd day of November 2023 (the “Effective Date”) by and between World Wrestling Entertainment, LLC (“WWE”) and Nick Khan (“Khan”).

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TKO GROUP HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN
Restricted Stock Unit Award Agreement • February 27th, 2024 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 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 (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Reference is also hereby made to that certain Independent Contractor Services and Merchandising Agreement, by and among World Wrestling Entertainment, LLC, a Subsidiary of the Company (“WWE”), 7 Bucks Entertainment, Inc. (f/s/o the Participant), DJIP, LLC and Tag-Team Enterprises, Inc., dated as of the Date of Grant (as amended, modified, supplemented or restated in accordance with the terms therewith, the “Services Agreement”). Capitalized terms not d

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TERM EMPLOYMENT AGREEMENT
Term Employment Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF SEPTEMBER 12, 2023, BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO 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 ARIEL EMANUEL, AN INDIVIDUAL (“EMPLOYEE”).

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8,400,000 Shares TKO GROUP HOLDINGS, INC. CLASS A COMMON STOCK (PAR VALUE $0.00001 PER SHARE) UNDERWRITING AGREEMENT
TKO Group Holdings, Inc. • November 14th, 2023 • Services-amusement & recreation services • New York
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GOVERNANCE AGREEMENT
Governance Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 12, 2023, is entered into by and between Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor Opco”), January Capital Sub, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor Blocker”), January Capital Holdco, LLC, a Delaware limited liability company and a subsidiary of Endeavor (together with Endeavor OpCo and Endeavor Blocker, the “Endeavor Subscribers”), TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company (“HoldCo”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”); and Vincent K. McMahon (together with Endeavor, the Endeavor Subscribers, HoldCo and New PubCo, the “Parties” and each, a “Party”). Unless otherwise specified herein, all capitalized terms used but not otherwise defined in thi

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