Sphere Entertainment Co. Sample Contracts

Bank Name] [Bank Address] Date: [ ], 2023 To: Sphere Entertainment Co. Two Penn Plaza New York, NY 10121 Attention: [Title of contact] Telephone No.: [ ] Facsimile No.: [ ] Re: [Base][Additional] Call Option Transaction
Sphere Entertainment Co. • December 8th, 2023 • Services-amusement & recreation services

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Sphere Entertainment Co. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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SPHERE ENTERTAINMENT CO. as Issuer AND as Trustee INDENTURE Dated as of December 8, 2023
Indenture • December 8th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services • New York

INDENTURE, dated as of December 8, 2023, between Sphere Entertainment Co., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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December 8, 2023 Mr. David F. Byrnes c/o Sphere Entertainment Co. Two Pennsylvania Plaza New York, NY 10121 Dear David:
Letter Agreement • December 8th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services

This letter agreement (the “Agreement”), effective as of December 8, 2023 (the “Effective Date”), will confirm the terms of your employment with Sphere Entertainment Co. (the “Company”) following the Effective Date.

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TIME SHARING AGREEMENT
Time Sharing Agreement • December 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

THIS TIME SHARING AGREEMENT is entered into effective as of December 20, 2021, by and between MSG ENTERTAINMENT GROUP, LLC, a Delaware limited liability company with a place of business at 2 Penn Plaza, New York, New York 10121 (“Lessor”), and ANDREW LUSTGARTEN, with a mailing address c/o of Madison Square Garden Entertainment Corp., 2 Penn Plaza, New York, NY 10121 (“Lessee”).

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AIRCRAFT DRY LEASE AGREEMENT
Aircraft Dry Lease Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

THIS AIRCRAFT DRY LEASE AGREEMENT (this “Lease”) is entered in effective as of July 1, 2018, by and between QUART 2C, LLC, a Delaware limited liability company with an address at P.O. Box 420, Oyster Bay, New York 11771 (“Lessor” or “Q2C”) and MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee” or “MSG”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE CHARLES F. DOLAN CHILDREN TRUSTS
Registration Rights Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

Registration Rights Agreement (this “ Agreement ”) dated as of January 13, 2010 (but effective as provided in Section 10(l)), by and among Madison Square Garden, Inc., a Delaware corporation (the “ Company ”), the Charles F. Dolan Children Trusts, created under an Agreement dated December 22, 2009, between Kathleen M. Dolan, Paul J. Dolan, Matthew J. Dolan and Mary S. Dolan, as Grantors and Trustees (the “ Children Trusts ”), and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex A hereto.

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FORM OF RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • November 9th, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services

Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), effective as of [Grant Date] (the “Grant Date”) to receive [#RSUs] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

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CREDIT AGREEMENT dated as of June 30, 2022, among MSG NATIONAL PROPERTIES, LLC, as the Company, MSG ENTERTAINMENT GROUP, LLC and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, THE LENDERS AND L/C ISSUERS PARTY HERETO and JPMORGAN CHASE BANK,...
Credit Agreement • July 7th, 2022 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of June 30, 2022, among MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (the “Company”), the Guarantors (such term and each other capitalized term used but not defined in these recitals having the meaning ascribed thereto in Section 1.01 of this Credit Agreement) identified herein, the banks, financial institutions and other Persons which are parties hereto, together with their respective successors and assigns, as Lenders, the L/C Issuers from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and an L/C Issuer.

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY AFFILIATES
Registration Rights Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

Registration Rights Agreement (this “Agreement”) dated as of January 13, 2010 (but effective as provided in Section 9(k)), by and among Madison Square Garden, Inc., a Delaware corporation (the “Company”), the parties set forth on Annex A to this Agreement (the “Dolan Family Affiliates”) and the Qualifying Creditors, if any, who have agreed in writing to become bound by this Agreement. Certain capitalized terms used in this Agreement are defined in Annex B hereto.

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TIME SHARING AGREEMENT
Time Sharing Agreement • December 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of December 20, 2021, by and between MSG Entertainment Group, LLC, a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (“Lessor”), and Charles F. Dolan, an individual with an address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, NY 11797 (“Lessee”).

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FORM OF OPTION AGREEMENT
Option Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

Pursuant to the 2020 Employee Stock Plan (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $ per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.

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November 17, 2021
Agreement • November 19th, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

This Agreement (the “Agreement”), effective as of January 1, 2022 (the “Effective Date”), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (the “Company”).

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FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • November 9th, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services

Pursuant to the MSG Networks Inc.2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Madison Square Garden Entertainment Corp. (the “Company”), effective as of [Grant Date] (the “Grant Date”) to receive a performance restricted stock unit award (the “Award”). The Award is granted subject to the terms and conditions set forth below and in the Plan.

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FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services

Pursuant to the MSG Networks Inc. 2010 Employee Stock Plan, as amended and assumed by Madison Square Garden Entertainment Corp. (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive a performance restricted stock unit award (the “Award”). The Award is granted subject to the terms and conditions set forth below and in the Plan.

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SECOND AMENDMENT TO LEASE
MSG Entertainment Spinco, Inc. • March 18th, 2020 • Services-amusement & recreation services • New York

This SECOND AMENDMENT TO LEASE dated as of November 6, 2002 (this “Amendment”), between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).

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ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK KNICKS, LLC
Arena License Agreement • August 31st, 2020 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of April 15, 2020 (the “Effective Date”) between MSG Arena, LLC, a Delaware limited liability company (“Licensor”), and New York Knicks, LLC, a Delaware limited liability company (the “Knicks”). Licensor and the Knicks are each referred to individually as a “Party” and collectively as the “Parties.”

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RCPI TRUST,
Lease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

THIS LEASE is made as of the 4th day of December, 1997, between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).

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December 27, 2021 (amended as of closing of 2023 Spin-Off) Mr. James L. Dolan Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim:
Letter Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services

This letter agreement (the “Agreement”), effective as of August 1, 2021 (the “Effective Date”), and amended as of the “Spin-Off” (as defined below) will confirm the terms of your continued employment with Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co., the “Company”) following the effective date of the “Spin-Off” (as defined below). The amendments to this Agreement shall be effective as of the closing of the Spin-Off. For purposes of this Agreement, “Spin-Off” means the distribution of approximately 67% of the issued and outstanding shares of common stock of MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., “MSGE”) to the shareholders of the Company.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 6th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • Delaware

This INDEMNIFICATION AGREEMENT is made this day of (the “Agreement”) by and between MSG Entertainment Spinco, Inc., a Delaware corporation (to be renamed Madison Square Garden Entertainment Corp., and referred to herein as the “Company”), and (“Indemnitee”).

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TRANSACTION AGREEMENT
Transaction Agreement • August 31st, 2020 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services

THIS TRANSACTION AGREEMENT (this “Agreement”) is made this 15th day of April, 2020 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”), (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), MSG SPORTS, LLC, a Delaware limited liability company (“MSG Sports”), and THE MADISON SQUARE GARDEN COMPANY, a Delaware corporation (to be renamed Madison Square Garden Sports Corp.) (“TMSGC”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); (iii) MSG ARENA, LLC, a Delaware limited liability company (“Arenaco”), and MSG ARENA HOLDINGS, LLC, a Delaware limited liability company (“Arena Holdco” and together with Arenaco, the “Arena Companies”), and (iv) MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability com

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ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK RANGERS, LLC Dated as of April 15, 2020
Arena License Agreement • August 31st, 2020 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
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CREDIT AGREEMENT dated as of May 23, 2019 among TAO GROUP OPERATING LLC, as Borrower TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Joint...
Credit Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

CREDIT AGREEMENT, dated as of May 23, 2019 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among TAO GROUP OPERATING LLC, as the Borrower, TAO GROUP INTERMEDIATE HOLDINGS LLC, as Intermediate Holdings, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as the Agent.

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TIME SHARING AGREEMENT
Time Sharing Agreement • February 9th, 2022 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into effective as of December 20, 2021, by and between Patrick F. Dolan, an individual with an address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, New York 11797 (“Lessor”), and MSG Entertainment Group, LLC, a Delaware limited liability company with a place of business at Two Pennsylvania Plaza, New York, New York 10121 (“Lessee”).

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FORM OF RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • April 24th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services

Pursuant to the 2020 Employee Stock Plan (the “Plan”), you have been selected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “Committee”) of Sphere Entertainment Co. (formerly known as Madison Square Garden Entertainment Corp.) (the “Company”), effective as of [Date] (the “Grant Date”) to receive [#RSUs] restricted stock units (“Units”). The Units are granted subject to the terms and conditions set forth below and in the Plan.

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FLIGHT CREW SERVICES AGREEMENT
Flight Crew Services Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services

This Flight Crew Services Agreement (this “Agreement”) is made this 6th day of May, 2019 between Dolan Family Office, LLC, a New York limited liability company with an address at 340 Crossways Park Drive, Woodbury, New York 11797 (“Contractor”), and MSG Sports & Entertainment, LLC, a Delaware limited liability company with an address at 2 Pennsylvania Plaza, New York, New York 10121 (the “Customer”).

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AIRCRAFT SUPPORT SERVICES AGREEMENT
Aircraft Support Services Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of July 1, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”); and JD & THE STRAIGHT SHOT, LLC, a New York limited liability company, with an address at P.O. Box 420, Oyster Bay, New York 11771 (“Client”).

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TAX DISAFFILIATION AGREEMENT BETWEEN THE MADISON SQUARE GARDEN COMPANY ( TO BE RENAMED MSG NETWORKS INC. ) AND MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) dated as of September 11, 2015
Tax Disaffiliation Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

THIS TAX DISAFFILIATION AGREEMENT (the “ Agreement ”) is dated as of September 11, 2015, by and between The Madison Square Garden Company (to be renamed MSG Networks Inc. after the Effective Time (as defined below)), a Delaware corporation (“ Networks ”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of Networks (“ Spinco ” and, together with Networks, the “ Parties ”, and each, a “ Party ”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

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DISTRIBUTION AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.), AND MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) Dated as of September 11, 2015
Distribution Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

This Distribution Agreement (this “ Agreement ”), is dated as of September 11, 2015, by and between The Madison Square Garden Company (to be renamed MSG Networks Inc. after the Effective Time (as defined herein)), a Delaware corporation (“ MSG Networks ”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Networks (“ Spinco ” and, together with MSG Networks, the “ Parties ”).

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EMPLOYEE MATTERS AGREEMENT by and between THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MSG NETWORKS INC.) and MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) Dated as of September 11, 2015
Employee Matters Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

THIS EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”), dated as of September 11, 2015, is by and between The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware corporation (“ MSG Networks ”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Networks (“ Spinco ,” and, together with MSG Networks, each, a “ Party ” and collectively, the “ Parties ”).

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DISTRIBUTION AGREEMENT BY AND BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 31, 2020
Distribution Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

This Distribution Agreement (this “Agreement”), is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”).

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DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of April 17, 2020, among MSG NYR Holdings, LLC, as Borrower, and MSG ENTERTAINMENT GROUP, LLC, as Lender
Term Loan Credit Agreement • April 23rd, 2020 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

This DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of April 17, 2020, by and among MSG NYR Holdings, LLC, a Delaware limited liability company (the “Borrower”), and MSG Entertainment Group, LLC (the “Lender”).

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STANDSTILL AGREEMENT BY AND AMONG MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY GROUP
Standstill Agreement • April 23rd, 2020 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

Standstill Agreement (this “Agreement”), dated as of April 3, 2020, by and among MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

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FIRST AMENDMENT TO LEASE
Lease • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

This FIRST AMENDMENT TO LEASE dated as of February 19, 1999 (this “Amendment”), between RCPI TRUST, a Delaware business trust having an office c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York 10111 (“Landlord”), and RADIO CITY PRODUCTIONS LLC, a Delaware limited liability company having an office at 1260 Avenue of the Americas, New York, New York 10020 (“Tenant”).

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AIRCRAFT SUPPORT SERVICES AGREEMENT
Aircraft Support Services Agreement • March 18th, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

THIS AIRCRAFT SUPPORT SERVICES AGREEMENT (this “Agreement”) is entered into effective as of December 17, 2018 by and between MSG SPORTS & ENTERTAINMENT, LLC a Delaware limited liability company with an office at 2 Pennsylvania Plaza, New York 10121 (“MSG”), on the one hand; and the following operators as follows: Charles F. Dolan, Thomas C. Dolan, Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber, and Kathleen M. Dolan, each an individual, with their address at c/o Dolan Family Office, LLC, 340 Crossways Park Drive, Woodbury, New York 11797 (each a “Client,” and collectively, “Client” or “Clients” as appropriate), on the other hand.

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TRANSACTION AGREEMENT
Transaction Agreement • May 10th, 2023 • Sphere Entertainment Co. • Services-amusement & recreation services

Transaction Agreement (this “Agreement”), dated as of April 18, 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 Sphere Entertainment Co.), a Delaware corporation (“Sphere Entertainment”), and MSG Entertainment Group, LLC (to be renamed Sphere Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of Sphere Entertainment

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