REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Registration Rights Agreement (this “Agreement”) dated as of [•], 2020 (but effective as provided in Section 10(l)), by and among MSG Entertainment 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.
October 25, 2018Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
This Agreement (the “Agreement”), effective as of October 3, 2018 (the “Effective Date”), will confirm the terms of your employment by The Madison Square Garden Company (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware
This INDEMNIFICATION AGREEMENT is made this day of (the “Agreement”) by and between MSG Entertainment Spinco, Inc., a Delaware corporation (to be renamed Madison Square Garden Entertainment Corp., and referred to herein as the “Company”), and (“Indemnitee”).
STANDSTILL AGREEMENT BY AND AMONG MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY GROUPStandstill Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Standstill Agreement (this “Agreement”), dated as of [●], 2020, by and among MSG Entertainment 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 Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.
January 23, 2020MSG Entertainment Spinco, Inc. • March 6th, 2020 • Services-amusement & recreation services • New York
This Agreement (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the terms of your continued employment by The Madison Square Garden Company (the “Company”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of [•], 2020Employee Matters Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. after the Effective Time (as defined herein)), a Delaware corporation (“MSGS”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of MSGS (“Spinco” and, together with MSGS, each, a “Party” and collectively, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Transition Services Agreement, dated as of ____________, 2020 (this “Agreement”), between MSG Sports, LLC (to be renamed [_________]), a Delaware limited liability company (“Sportsco”), and MSG Sports & Entertainment, LLC (to be renamed [_________]), a Delaware limited liability company (“Entertainco”).
TAX DISAFFILIATION AGREEMENT BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of [•], 2020Tax Disaffiliation Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of [•], 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. after the Effective Time (as defined below)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. after the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York
Registration Rights Agreement (this “Agreement”) dated as of [•], 2020 (but effective as provided in Section 9(k)), by and among MSG Entertainment 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.
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
Pursuant to Madison Square Garden Sports Corp.’s 2015 Employee Stock Plan, on [●] (the “Grant Date”), you were granted restricted stock units, each of which represents an unfunded, unsecured promise by Madison Square Garden Sports Corp. (formerly known as The Madison Square Garden Company) (“MSG Sports”) to deliver to you one share of MSG Sports Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”) from MSG Sports on ________________ (the “Distribution Date”), and pursuant to the Company’s 2020 Employee Stock Plan (the “Plan”), you are receiving the award described in this Restricted Stock Units Agreement (the “Agreement”) of _______ 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”).
PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTPerformance Restricted Stock Units Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services
Pursuant to Madison Square Garden Sports Corp.’s 2015 Employee Stock Plan, on [•] (the “Grant Date”), you were granted performance restricted stock units, each of which represents an unfunded, unsecured promise by Madison Square Garden Sports Corp. (formerly known as The Madison Square Garden Company) (“MSG Sports”) to deliver to you one share of MSG Sports Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”) from MSG Sports on (the “Distribution Date”), and pursuant to the Company’s 2020 Employee Stock Plan (the “Plan”), you are receiving the award described in this Performance Restricted Stock Units Agreement (the “Agreement”) of performance 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”).
