INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • April 20th, 2021 • 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 • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 (THE “EXECUTION DATE”) 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 CHRISTIAN MUIRHEAD, AN INDIVIDUAL (“Employee”).
EQUITY AWARD AGREEMENTEquity Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 (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”), JASON LUBLIN, AN INDIVIDUAL (“Grantee”), WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), WME IRIS MANAGEMENT IV HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris IV”), AND WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).
RECITALSCredit Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
FIRST LIEN CREDIT AGREEMENT dated as of May 6, 2014, as amended and restated by Amendment No. 5, dated as of May 18, 2018 (this “Agreement”), among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“WME”), IMG WORLDWIDE HOLDINGS, LLC (the “Co-Borrower” and, together with WME, the “Borrowers”) the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
MANAGEMENT UNIT AWARD AGREEMENTManagement Unit Award Agreement • April 20th, 2021 • 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 • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 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 • April 20th, 2021 • 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”).
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 • April 20th, 2021 • 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 _________, 2021, 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 Delaware
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR OPERATING COMPANY, LLC Dated as of , 2021Limited Liability Company Agreement • April 20th, 2021 • 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 April , 2021 (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).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 20th, 2021 • 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”).
ENDEAVOR GROUP HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of , 2021 (the “Date of Grant”), by and between Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), and Ariel Emanuel (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Endeavor Group Holdings, Inc. 2021 Incentive Award Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
ENDEAVOR GROUP HOLDINGS, INC.Restricted Stock Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 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.
EQUITY AWARD AGREEMENTEquity Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF JUNE APRIL 19, 2021 (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”).
LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR MANAGER, LLC Dated as of , 2021Limited Liability Company Agreement • April 20th, 2021 • 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 , 2021 (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).
AWARD AGREEMENTAward Agreement • April 20th, 2021 • 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”).
EQUITY AWARD AGREEMENTEquity Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS EQUITY AWARD AGREEMENT (this “Agreement”) IS DATED AS OF APRIL 19, 2021 (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”).
FUTURE INCENTIVE UNITS AWARD AGREEMENTFuture Incentive Units Award Agreement • April 20th, 2021 • 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 • April 20th, 2021 • 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 • April 20th, 2021 • 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”).
ENDEAVOR GROUP HOLDINGS, INC.Stock Option Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 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.
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 • April 20th, 2021 • 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 [________], 2021, 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), the KKR 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 1.0
Zuffa Parent, LLCLetter Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services
This Letter Agreement has been duly executed and delivered to Grantee and shall be binding upon and shall inure to the benefit of the parties and their successors and assigns. This Letter Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions and preliminary agreements. This Letter Agreement may not be amended except in writing executed by the parties hereto.
AMENDMENT PROFITS UNITS AWARD AGREEMENTProfits Units Award Agreement • April 20th, 2021 • 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 LLCEndeavor Group Holdings, Inc. • April 20th, 2021 • 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 LLCEndeavor Group Holdings, Inc. • April 20th, 2021 • 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 • April 20th, 2021 • 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.Agreement • April 20th, 2021 • 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”).
ContractCredit Agreement • April 20th, 2021 • Endeavor Group Holdings, 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).
Underwriting AgreementUnderwriting Agreement • April 20th, 2021 • 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.”
REVOLVING CREDIT AGREEMENT dated as of February 27, 2020, among ENDEAVOR OLE BUYER, LLC, as Holdings, ON LOCATION EVENTS, LLC, as a Borrower, PRIMESPORT HOLDINGS INC., as Co-Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as...Revolving Credit Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
REVOLVING CREDIT AGREEMENT, dated as of February 27, 2020, (this “Agreement”), among ENDEAVOR OLE BUYER, LLC, a Delaware limited liability company (“Initial Holdings”), ON LOCATION EVENTS, LLC, a Delaware limited liability company (“On Location”), PRIMESPORT HOLDINGS INC., a Delaware corporation (the “Co-Borrower” and, together with On Location, the “Borrowers”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________, 2021 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”).
ENDEAVOR GROUP HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of , 2021 (the “Date of Grant”), by and between Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), and Ariel Emanuel (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Endeavor Group Holdings, Inc. 2021 Incentive Award Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
ENDEAVOR GROUP HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of , 2021, by and among Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), the stockholders of the Company who have executed a Joinder (as defined below) as a Selling Stockholder after the date hereof (the “Selling Stockholders” and, together with the Company, the “Sellers”), the undersigned investors and any other investors who have executed a Joinder as an Investor after the date hereof (each an “Investor” and collectively, the “Investors”).
AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (this “Amendment No. 1”), effective as of April 19, 2021, entered into by and among Endeavor Operating Company, LLC, (“EOC), Endeavor Group Holdings, Inc. (“EGH”), Endeavor Manager, LLC (“Endeavor Manager” and together with EOC and Pubco, the “Endeavor Parties”), MSD Basquiat Investments, LLC (“MSD Basquiat”), MSD Sports Partners, L.P. (“MSD Sports”) and MSD EIV Private Investments, LLC (“MSD EIV” and together with MSD Basquiat and MSD Sports, the “MSD Parties”), amends the Transaction Agreement (the “Agreement”), dated as of February 16, 2021, by and among the Endeavor Parties, the MSD Parties and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. The Endeavor Parties and the MSD Parties are referred to herein collectively as the “Parties” and each individually as a “Party.”
TRANSACTION AGREEMENT by and among ENDEAVOR OPERATING COMPANY, LLC, ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR MANAGER, LLC, SLP IV BASQUIAT FEEDER II, L.P., SILVER LAKE TECHNOLOGY INVESTORS IV (Delaware II), L.P., SILVER LAKE PARTNERS IV DE (AIV III),...Transaction Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This TRANSACTION AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) is made as of February 16, 2021 by and among Endeavor Operating Company, LLC (“EOC”), Endeavor Group Holdings, Inc. (“Pubco”), Endeavor Manager, LLC (“Endeavor Manager” and together with EOC and Pubco, the “Endeavor Parties”), SLP IV Basquiat Feeder II, L.P. (“SLP Basquiat”), Silver Lake Technology Investors IV (Delaware II), L.P. (“SL Technology Investors”), Silver Lake Partners IV DE (AIV III), L.P. (“SLP AIV III”), KKR Cage Aggregator LLC (“KKR Cage”), DAW Family Trust dated 09/05/06 (as amended 05/30/13), Dana and Anne White 2012 Irrevocable Trust dated 12/31/12, MSD Basquiat Investments, LLC, MSD Sports Partners, LLC, MSD EIV Private Investments, LLC, UFC Co-Investment Holdco LLC (“UFC Co-Invest”), Ariel Emanuel, Patrick Whitesell, Dana White, UFC Management Holdco LLC (“UFC Management Holdco”), UFC Management Holdco II LLC (“UFC Management Holdco II”), SLP IV Basquiat F
