LIMITED LIABILITY COMPANY AGREEMENT OF [WORLD WRESTLING ENTERTAINMENT, LLC]Limited Liability Company Agreement • August 10th, 2023 • World Wrestling Entertainmentinc • Services-motion picture & video tape production • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of [World Wrestling Entertainment, LLC], a Delaware limited liability company (the “Company”), dated as of [•], 2023 and effective as of immediately following the Conversion, by and among TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”), as the Company’s sole member (the “Managing Member”), TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company, solely for purposes of Section 1.09 (“HoldCo”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Transaction Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 10th, 2023 • World Wrestling Entertainmentinc • Services-motion picture & video tape production
This SUBSCRIPTION AGREEMENT, dated as of [•], 2023 (this “Subscription Agreement”), is made by and among Endeavor Operating Company, LLC, a Delaware limited liability company (“Endeavor OpCo”), January Capital Sub, LLC, a Delaware limited liability company, January Capital Holdco, LLC, a Delaware limited liability company (each of the foregoing, an “EDR Subscriber” and collectively the “EDR Subscribers”), and TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Transaction Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • August 10th, 2023 • World Wrestling Entertainmentinc • Services-motion picture & video tape production
This CONTRIBUTION AGREEMENT, dated as of [•], 2023 (this “Contribution Agreement”), is entered into by and between TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company (“HoldCo”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”) and, solely for purposes of Section 4 and Section 5, Endeavor Group Holdings, Inc. (“EDR”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Transaction Agreement (as defined below).
