Endeavor Group Holdings, Inc. Sample Contracts

INDEMNIFICATION AND ADVANCEMENT AGREEMENT
Indemnification and Advancement Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, by and between Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 16th, 2019 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September _________, 2019 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”).

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TERM EMPLOYMENT AGREEMENT
Term 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”).

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EQUITY AWARD AGREEMENT
Equity 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”).

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RECITALS
Credit Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIRST LIEN CREDIT AGREEMENT dated as of May 6, 2014, as amended and restated by Amendment No. 5, dated as of May 18, 2018 (this “Agreement”), among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“WME”), IMG WORLDWIDE HOLDINGS, LLC (the “Co-Borrower” and, together with WME, the “Borrowers”) the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.

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MANAGEMENT UNIT AWARD AGREEMENT
Management Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS AGREEMENT (this “Agreement”) IS MADE EFFECTIVE AS OF DECEMBER 16, 2016 (the “Date of Grant”), BY AND BETWEEN UFC MANAGEMENT HOLDCO LLC, A DELAWARE LIMITED LIABILITY COMPANY (the “Company”), AND JASON LUBLIN, AN INDIVIDUAL (“Grantee”).

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TERM EMPLOYMENT AGREEMENT
Term 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”).

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SECOND AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT
Term Employment Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS SECOND AMENDED AND RESTATED TERM EMPLOYMENT AGREEMENT (this “Agreement”) IS DATED AS OF MARCH 13, 2019 (the “Effective Date”), BY AND AMONG ENDEAVOR GROUP HOLDINGS, INC., A DELAWARE CORPORATION (“EGH”), ENDEAVOR OPERATING COMPANY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Employer”) AND PATRICK WHITESELL, AN INDIVIDUAL (“Employee”).

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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

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR OPERATING COMPANY, LLC Dated as of April 28, 2021
Limited 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).

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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.

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RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), effective as of March 13, 2019 (the “Effective Date”), by and among Endeavor Group Holdings, Inc. (“EGH”), Endeavor Operating Company, LLC (“EOC”) and Patrick Whitesell (the “Restricted Person” and, together with EGH and EOC, the “Parties” and individually, a “Party”).

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ENDEAVOR GROUP HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted 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”).

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ENDEAVOR GROUP HOLDINGS, INC.
Restricted Stock Unit Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the restricted stock units (“RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (and the exhibits thereto) (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms not defined in this Grant Notice shall have the meanings given to them in the Plan.

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EQUITY AWARD AGREEMENT
Equity 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”).

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Contract
Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIFTH AMENDMENT, dated as of September 18, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Third Additional Term B Lender (as defined below).

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TRANSACTION AGREEMENT by and among: ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, ZUFFA PARENT, LLC, WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC., and WHALE MERGER SUB INC. Dated as of April 2, 2023
Transaction Agreement • April 3rd, 2023 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS TRANSACTION AGREEMENT is made and entered into as of April 2, 2023, by and among: Endeavor Group Holdings, Inc., a Delaware corporation (“EDR”); Endeavor Operating Company, LLC, a Delaware limited liability company and a Subsidiary of EDR (“EDR OpCo”); Zuffa Parent, LLC, a Delaware limited liability company and a Subsidiary of EDR (“HoldCo”); World Wrestling Entertainment, Inc., a Delaware corporation (“WWE”); New Whale Inc., a Delaware corporation and a wholly owned Subsidiary of WWE (“New PubCo”); and Whale Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of New PubCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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RECITALS
Fourth Amendment • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017 and the Third Amendment, dated as of March 26, 2019, this “Agreement”), among Zuffa Guarantor, LLC, a Delaware limited liability company (“Holdings”), VGD MERGER SUB, LLC, a Delaware limited liability company (“VGD Merger Sub” and a “Borrower”), UFC HOLDINGS, LLC, a Delaware limited liability company (“Target Borrower”) (which on the Effective Date shall be merged with and into VGD Merger Sub, with Target Borrower surviving such merger (such surviving entity, a “Borrower”)), the LENDERS party hereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.

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Contract
First Incremental • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIRST INCREMENTAL TERM FACILITY AMENDMENT, dated as of April 25, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial First Additional Term B Lender (as defined below).

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LIMITED LIABILITY COMPANY AGREEMENT of ENDEAVOR MANAGER, LLC Dated as of April 28, 2021
Limited 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).

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Contract
Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

THIRD AMENDMENT, dated as of March 26, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Lenders party hereto.

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AWARD AGREEMENT
Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS AWARD AGREEMENT (this “Agreement”) IS DATED AS OF MARCH 13, 2019 (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”), PATRICK WHITESELL, AN INDIVIDUAL (the “Grantee”), AND, SOLELY FOR PURPOSES OF SECTIONS 1 AND 3 HEREOF, WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), WME IRIS MANAGEMENT V HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris V”), WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).

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FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016, among ZUFFA GUARANTOR, LLC, as Holdings, VGD MERGER SUB, LLC, (which on the Effective Date shall be merged with and into UFC Holdings, LLC, with UFC Holdings, LLC surviving such merger), as a...
First Lien Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016 (this “Agreement”), among Zuffa Guarantor, LLC, a Delaware limited liability company (“Holdings”), VGD MERGER SUB, LLC, a Delaware limited liability company (“VGD Merger Sub” and a “Borrower”), UFC HOLDINGS, LLC, a Delaware limited liability company (“Target Borrower”) (which on the Effective Date shall be merged with and into VGD Merger Sub, with Target Borrower surviving such merger (such surviving entity, a “Borrower”)), the LENDERS party hereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.

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Contract
Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIRST REFINANCING AMENDMENT dated as of February 21, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ZUFFA PARENT, LLC Dated as of August 18, 2016
Limited Liability Company Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ZUFFA PARENT, LLC, a Delaware limited liability company (the “Company”), dated as of August 18, 2016 (the “Restatement Date”), by and among the Company and the Members party hereto.

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EQUITY AWARD AGREEMENT
Equity 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”).

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FUTURE INCENTIVE UNITS AWARD AGREEMENT
Future Incentive Units Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS FUTURE INCENTIVE UNITS AWARD AGREEMENT (this “Agreement”) IS DATED AS OF March 13, 2019 (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”), ARIEL EMANUEL, AN INDIVIDUAL (the “Grantee”), AND, SOLELY FOR PURPOSES OF SECTIONS 1 AND 4 HEREOF, WME IRIS MANAGEMENT HOLDCO II, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris II”), WME IRIS MANAGEMENT V HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“Iris V”), WME HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“WME Holdco”).

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Contract
Second Refinancing • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (this “Amendment”) to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 3rd, 2023 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 2, 2023, is entered into by and between Endeavor Group Holdings, Inc. a Delaware corporation (“EDR”), and Vincent K. McMahon (the “Stockholder” and together with EDR, the “Parties” and each, a “Party”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below).

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PROFITS INTEREST AWARD AGREEMENT
Profits Interest Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services

THIS AGREEMENT (this “Agreement”) IS DATED (the “Date of Grant”), BY AND BETWEEN WME IMG CHINA, LP, A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP (the “Partnership”) AND , AN INDIVIDUAL (the “Grantee”).

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AMENDMENT NO. 5, dated as of May 18, 2018 (this “Amendment”), to the Credit Agreement dated as of May 6, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among WME IMG HOLDINGS, LLC,...
Credit Agreement • February 16th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • New York

FIRST LIEN CREDIT AGREEMENT dated as of May 6, 2014, as amended and restated by Amendment No. 5, dated as of May 18, 2018 (this “Agreement”), among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Initial Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“WME”), IMG WORLDWIDE HOLDINGS, LLC (the “Co-Borrower” and, together with WME, the “Borrowers”) the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.

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CLASS B UNITS AWARD AGREEMENT
Class B Units Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

THIS AGREEMENT (this “Agreement”) IS MADE EFFECTIVE (the “Date of Grant”), BY AND BETWEEN ENDEAVOR CHINA DIRECT, LLC, A DELAWARE LIMITED LIABILITY COMPANY (the “Company”) AND , AN INDIVIDUAL (the “Grantee”).

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ENDEAVOR GROUP HOLDINGS, INC.
Stock Option Award Agreement • April 20th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

Endeavor Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) an option to purchase the number of shares of Common Stock (“Shares”) set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Award Agreement attached hereto as Exhibit A (and the exhibits thereto) (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms not defined in this Grant Notice shall have the meanings given to them in the Plan.

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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 • April 20th, 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 [________], 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 1.0

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EQUITY PURCHASE AGREEMENT by and between ENDEAVOR OPERATING COMPANY, LLC ENDEAVOR GROUP HOLDINGS, INC. (solely for the purposes set forth herein) and SCIENTIFIC GAMES CORPORATION Dated as of September 27, 2021
Equity Purchase Agreement • September 28th, 2021 • Endeavor Group Holdings, Inc. • Services-amusement & recreation services • Delaware

This EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 27, 2021, by and between ENDEAVOR OPERATING COMPANY, LLC, a Delaware limited liability company (“Buyer”), SCIENTIFIC GAMES CORPORATION, a Nevada corporation (“Parent”), and, solely with respect to Section 1.03(c), Section 4.02, Section 5.21, Section 9.18 and Article IX (solely as such Article relates to Section 1.03(c), Section 4.02, Section 5.21 and Section 9.18), ENDEAVOR GROUP HOLDINGS, INC., a Delaware corporation (“Buyer Pubco”).

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