INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • July 24th, 2019 • 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.
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF JULY 2, 2019 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 SETH KRAUSS, AN INDIVIDUAL (“Employee”).
EQUITY AWARD AGREEMENTEquity Award Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF JULY 2, 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”), CHRISTIAN MUIRHEAD, AN INDIVIDUAL (“Grantee”), WME IRIS MANAGEMENT IV HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris IV”), AND WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).
MANAGEMENT UNIT AWARD AGREEMENTManagement Unit Award Agreement • July 24th, 2019 • 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 • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF JULY 2, 2019 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 • July 24th, 2019 • 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”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • July 24th, 2019 • 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”).
EQUITY AWARD AGREEMENTEquity Award Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF JULY 2, 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”), 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”).
AWARD AGREEMENTAward Agreement • July 24th, 2019 • 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”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ZUFFA PARENT, LLC Dated as of August 18, 2016Limited Liability Company Agreement • July 24th, 2019 • 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.
FUTURE INCENTIVE UNITS AWARD AGREEMENTFuture Incentive Units Award Agreement • July 24th, 2019 • 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”).
PROFITS INTEREST AWARD AGREEMENTProfits Interest Award Agreement • July 24th, 2019 • 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”).
CLASS B UNITS AWARD AGREEMENTClass B Units Award Agreement • July 24th, 2019 • 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”).
EQUITY AWARD AGREEMENTEquity Award Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF JULY 2, 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”), 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”).
AMENDMENT PROFITS UNITS AWARD AGREEMENTProfits Units Award Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS PROFITS UNITS AWARD AGREEMENT (this “Agreement”) IS DATED AS OF MARCH 13, 2019 (the “Effective Date”), BY AND BETWEEN ZUFFA PARENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Zuffa Parent”), ARIEL EMANUEL, AN INDIVIDUAL (the “Grantee”) and solely for purposes of Section 1(f), ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“EOC”).
Zuffa Parent LLCSpecified Profits Member Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This agreement (the “Agreement”) is being entered into between you and Zuffa Parent, LLC, a Delaware limited liability company (the “Company”), in order to set forth the terms and conditions of your equity arrangements with the Company effective as of the date first written above (the “Date of Grant”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Company’s Second Amended and Restated Limited Liability Company Agreement dated as of August 18, 2016 (as may be amended, supplemented, modified or restated from time to time, the “Company LLC Agreement”).
Zuffa Parent LLCSpecified Profits Member Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This agreement (the “Agreement”) is being entered into between you and Zuffa Parent, LLC, a Delaware limited liability company (the “Company”), in order to set forth the terms and conditions of your equity arrangements with the Company effective as of the date first written above (the “Date of Grant”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Company’s Second Amended and Restated Limited Liability Company Agreement dated as of August 18, 2016 (as may be amended, supplemented, modified or restated from time to time, the “Company LLC Agreement”).
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS ENTERED INTO ON OCTOBER 9, 2018 BY AND BETWEEN WME IMG, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Employer”), and KERRY D. CHANDLER, AN INDIVIDUAL (“Employee”).
Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed.Specified Profits Member Agreement • July 24th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This agreement (the “Agreement”) is being entered into between you and Zuffa Parent, LLC, a Delaware limited liability company (the “Company”), in order to set forth the terms and conditions of your equity arrangements with the Company effective as of the date first written above (the “Date of Grant”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Company’s Second Amended and Restated Limited Liability Company Agreement dated as of August 18, 2016 (as may be amended, supplemented, modified or restated from time to time, the “Company LLC Agreement”).
