TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • June 2nd, 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 • June 2nd, 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”).
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • June 2nd, 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”).
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 • June 2nd, 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 April 28, 2021Limited Liability Company Agreement • June 2nd, 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 28, 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).
ENDEAVOR GROUP HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of May 3, 2021 (the “Date of Grant”), by and between Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), and Patrick Whitesell (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”).
EQUITY AWARD AGREEMENTEquity Award Agreement • June 2nd, 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 April 28, 2021Limited Liability Company Agreement • June 2nd, 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).
EQUITY AWARD AGREEMENTEquity Award Agreement • June 2nd, 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”).
Zuffa Parent, LLCLetter Agreement • June 2nd, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 28, 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 • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of May 3, 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 AGREEMENT February 15, 2021Common Stock Purchase Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 15, 2021, 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”).
Endeavor Operating Company, LLC Endeavor Group Holdings, Inc.Letter Agreement • June 2nd, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services
Notwithstanding anything to the contrary in the Award Agreement, for good and valuable consideration (including EGH’s consummation of its initial public offering (the “IPO”) and the benefits to you in connection therewith), the receipt and sufficiency of which are hereby acknowledged, EOC, EGH and Grantee hereby acknowledge and agree that (a) Grantee is not entitled to (and is not expected to be entitled to) any Future Incentive Awards in connection with the IPO or any transactions related thereto and (b) effective as of immediately prior to the closing of the IPO, all of Grantee’s rights to receive Future Incentive Units are hereby cancelled and forfeited without any payment owed to Grantee therefor. Grantee hereby (a) unconditionally, irrevocably and absolutely releases and forever discharges EOC, EGH, and their affiliates from any claims or liabilities arising from, relating to, or in any way connected with Future Incentive Units or any other rights in respect thereof and (b) repres
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 • June 2nd, 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 April 28, 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 1.01.
