April 2, 2024 Ariel Emanuel Via Email Dear Ariel,Letter Agreement • April 3rd, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
The purpose of this letter agreement (“Letter Agreement”) is to memorialize certain terms in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Wildcat EGH Holdco, L.P. (“EGH Holdco”), Wildcat OpCo Holdco, L.P. (“OpCo Holdco”), Wildcat PubCo Merger Sub, Inc., Wildcat OpCo Merger Sub, L.L.C., Wildcat Manager Merger Sub, L.L.C., Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC, Endeavor Executive PIU Holdco, LLC, Endeavor Group Holdings, Inc. (“EGH”), Endeavor Manager, LLC and Endeavor Operating Company, LLC (“EOC”) (as may be amended, modified, waived or supplemented from time to time in accordance with the terms thereof, the “Merger Agreement”). Capitalized terms used herein, but not defined herein, shall have the meaning ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among WILDCAT EGH HOLDCO, L.P., WILDCAT OPCO HOLDCO, L.P., WILDCAT PUBCO MERGER SUB, INC., WILDCAT MANAGER MERGER SUB, L.L.C., WILDCAT OPCO MERGER SUB, L.L.C., ENDEAVOR EXECUTIVE HOLDCO, LLC, ENDEAVOR EXECUTIVE II...Merger Agreement • April 3rd, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 2, 2024 (this “Agreement”), by and among Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Manager Merger Sub and Company Merger Sub, the “Merger Subs” and each, a “Merger Sub”), Endeavor Executive Holdco, LLC, a Delaware limited liability company (“Executive Holdco”), Endeavor Executive II Holdco, LLC, a Delaware limited liability company (“E
AMENDMENT NO. 2 TO TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • April 3rd, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services
This Amendment No. 2 to Term Employment Agreement (“Amendment”) is entered into as of April 2, 2024 (the “Amendment Date”), by and among ENDEAVOR GROUP HOLDINGS, INC. (“EGH”), ENDEAVOR OPERATING COMPANY, LLC (“Endeavor Operating Company” or such affiliate thereof which may employ Employee from time to time (“Employer”)) and MARK SHAPIRO, an individual (“Employee”).
AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • April 3rd, 2024 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF APRIL 2, 2024 BY AND AMONG ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”) (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, “EMPLOYER”), WILDCAT EGH HOLDCO, L.P., A DELAWARE LIMITED PARTNERSHIP (“EGH HOLDCO”), WILDCAT OPCO HOLDCO, L.P. (“OPCO HOLDCO”), A DELAWARE LIMITED PARTNERSHIP (TOGETHER WITH EGH HOLDCO, “BUYER”), MARK SHAPIRO, AN INDIVIDUAL (“EMPLOYEE”), AND SOLELY FOR THE PURPOSES OF SUBSECTION 4.10(c) AND SECTIONS 9, 13, AND 14 HEREOF, WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME”).
