0001193125-20-092957 Sample Contracts

March 31, 2020 Mr. Andrew Lustgarten The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Andy:
Letter Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

This letter agreement (the “Agreement”), effective as of the distribution (the “Distribution”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., “MSG”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., the “Company”) (the “Effective Date”), will confirm the terms of your employment with the Company following the Effective Date.

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ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK KNICKS, LLC Dated as of , 2020
Arena License Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of , 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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March 31, 2020 Mr. James L. Dolan The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim:
Letter Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

This letter agreement (the “Agreement”), effective as of the closing of the distribution and spin-off (the “Spin-Off”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., “MSG”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., the “Company”) (the “Effective Date”) will confirm the terms of your continued employment with the Company following the Effective Date.

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TRANSACTION AGREEMENT
Transaction Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation

THIS TRANSACTION AGREEMENT (this “Agreement”) is made this ____ day of , 2020 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”), (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), MSG SPORTS, LLC, a Delaware limited liability company (“MSG Sports”), and THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (to be renamed Madison Square Garden Sports Corp.) (“TMSGC”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); (iii) MSG ARENA, LLC, a Delaware limited liability company (“Arenaco”), and MSG ARENA HOLDINGS, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), and (iv) MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company

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ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK RANGERS, LLC Dated as of , 2020
Arena License Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

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

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DISTRIBUTION 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 March 31, 2020
Distribution Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

This Distribution Agreement (this “Agreement”), is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), and MSG Entertainment 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 (“Spinco” and, together with MSG, the “Parties”).

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CONTRIBUTION AGREEMENT BY AND AMONG THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.), MSG SPORTS & ENTERTAINMENT, LLC (TO BE RENAMED MSG ENTERTAINMENT GROUP, LLC) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED...
Contribution Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 31, 2020, by and among THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG (“MSG Entertainment”), and MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation (“Spinco”).

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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 March 31, 2020
Employee Matters Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 31, 2020, is by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Distribution (as defined herein)), a Delaware corporation (“MSGS”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Distribution), a Delaware corporation and an indirect wholly-owned subsidiary of MSGS (“Spinco” and, together with MSGS, each, a “Party” and collectively, the “Parties”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

Transition Services Agreement, dated as of March 31, 2020 (this “Agreement”), between MSG Sports, LLC, a Delaware limited liability company (“Sportsco”), and MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company (“Entertainco”).

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TRANSACTION AGREEMENT
Transaction Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

Transaction Agreement (this “Agreement”), dated as of , 2020, by and among New York Knicks, LLC, a Delaware limited liability company (“Knicks LLC”), Westchester Knicks, LLC, a Delaware limited liability company (“Westchester Knicks”), Knicks Gaming, LLC, a Delaware limited liability company (“Knicks Gaming”), Knicks Holdings, LLC, a Delaware limited liability company (“Knicks Holdings”), MSG NYK Holdings, LLC, a Delaware limited liability company (“MSG NYK Holdings”), MSG Sports, LLC, a Delaware limited liability company (“MSG Sports”), The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.), a Delaware corporation (“MSG” and together with Knicks LLC, Westchester Knicks, Knicks Gaming, Knicks Holdings, MSG NYK Holdings and MSG Sports, the “Team Parties”), 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 Natio

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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 March 31, 2020
Tax Disaffiliation Agreement • March 31st, 2020 • Madison Square Garden Co • Services-miscellaneous amusement & recreation • New York

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined below)), a Delaware corporation (“MSG”), and MSG Entertainment 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 (“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.

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