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”).
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 • September 16th, 2019 • 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 September _________, 2019, 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
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR OPERATING COMPANY, LLC Dated as of , 2019Limited Liability Company Agreement • September 16th, 2019 • 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 , 2019 (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).
LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR MANAGER, LLC Dated as of , 2019Limited Liability Company Agreement • September 16th, 2019 • 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 , 2019 (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).
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 • September 16th, 2019 • 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 September ________, 2019, 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), 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 1.01.
Endeavor Group Holdings, Inc. Class A common stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • September 16th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
