TRANSACTION AGREEMENTTransaction Agreement • March 22nd, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Transaction Agreement (this “Agreement”), dated as of [______], 2023, by and among (i) 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 National Properties, LLC, a Delaware limited liability company (“National Properties”), MSG Entertainment Holdings, LLC, a Delaware limited liability company (“MSGE Holdings”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (“Spinco” and together with the Arena Companies, National Properties and MSGE Holdings, the “Spinco Parties”); and (ii) Madison Square Garden Entertainment Corp. (to be renamed MSG Sphere Corp.), a Delaware corporation (“MSG Sphere”), and MSG Entertainment Group, LLC (to be renamed MSG Sphere Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG Sphere (“MSG Sphere Holdings” and, together w
