TRANSACTION AGREEMENT by and among TAO GROUP SUB-HOLDINGS LLC, THE BUYER, DEBT MERGER SUB, DB HOLDINGS, THE SELLERS, THE SELLERS’ REPRESENTATIVE, and THE TAO PARENT, solely for the purposes of Sections 7.6 and 10.4 April 17, 2023Transaction Agreement • April 17th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of April 17, 2023, is made by and among (i) TAO Group Sub-Holdings LLC, a Delaware limited liability company (the “Company”), (ii) Disco Ball Intermediate, LLC, a Delaware limited liability company (the “Buyer”), (iii) Disco Ball Merger Sub, LLC, a Delaware limited liability company and a direct subsidiary of Buyer (“Debt Merger Sub”), (iv) Disco Ball Holdings, LLC, a Delaware limited liability company and the parent company of Buyer (“DB Holdings”, together with the Buyer, Debt Merger Sub, the “Buyer Entities”), (v) Disco Management, LLC, a Delaware limited liability company (“Rollover Aggregator”), (vi) TG Rollover Holdco LLC, a Delaware limited liability company (“TG Rollover Holdco”), (vii) TAO Group Holdings LLC, a Delaware limited liability company (“TAO Holdings”); (viii) Hakkasan USA, Inc., a Delaware corporation (“Hakkasan USA”), (ix) Jason Strauss (“Strauss”), (x) Noah Tepperberg (“Tepperberg”), (xi) the sellers (includi
