December 20, 2021 Mr. David F. Byrnes c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear David:Letter Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
This letter agreement (the “Agreement”), effective as of the date hereof (the “Effective Date”), will confirm the terms of your employment with the Company which shall commence on January 24, 2022 or such earlier or later date as the parties may agree (the “Commencement Date”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE CHARLES F. DOLAN CHILDREN TRUSTSRegistration Rights Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Registration Rights Agreement (this “Agreement”) dated as of [•], 2023 (but effective as provided in Section 10(l)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), 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.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY AFFILIATESRegistration Rights Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Registration Rights Agreement (this “Agreement”) dated as of [•], 2023 (but effective as provided in Section 9(k)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), 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.
November 17, 2021Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
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”).
FORM OF RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to the 2023 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 Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (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.
STANDSTILL AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY GROUPStandstill Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Standstill Agreement (this “Standstill Agreement”), dated as of [_], 2023, by and among MSGE 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 Standstill Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.
October 26, 2021 Mr. Jamal Haughton c/o Madison Square Garden Entertainment Corp. Two Pennsylvania Plaza New York, NY 10121 Dear Jamal:Letter Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
This letter agreement (the “Agreement”), effective as of December 6, 2021 (the “Effective Date”), will confirm the terms of your employment with Madison Square Garden Entertainment Corp. (the “Company”) following the Effective Date.
FORM OF PERFORMANCE OPTION AGREEMENTPerformance Option Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Pursuant to the 2023 Employee Stock Plan (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”), on [Date] (the “Effective Date”) you have been awarded nonqualified options (the “Options”) to purchase [#shares] shares of the Company’s Class A Common Stock, par value $.01 per share (“Class A Common Stock”) at a price of $[Dollars] per share. The Award is granted subject to the terms and conditions set forth below and in the Plan.
March 23, 2022 Ms. Courtney Zeppetella c/o Madison Square Garden Entertainment Corp. Two Pennsylvania PlazaAnnex Ii • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
This Agreement (the “Agreement”), effective as of May 2, 2022 (the “Effective Date”), will confirm the terms of your employment by Madison Square Garden Entertainment Corp. (the “Company”).
FORM OF OPTION AGREEMENTForm of Option Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
Pursuant to MSG Sphere Corp.’s 2020 Employee Stock Plan or MSG Network Inc.’s 2010 Employee Stock Plan, as amended, as applicable, on [Date] (the “Grant Date”), you were granted options to purchase shares of MSG Sphere Corp. (formerly known as Madison Square Garden Entertainment Corp.) (“MSG Sphere”) Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”) from MSG Sphere on [Date] (the “Distribution Date”), and pursuant to the Company’s 2023 Employee Stock Plan (the “Plan”), you are receiving the award described in this Option Agreement (the “Agreement”) of nonqualified stock options (the “Options”) to purchase [#shares] shares of the Company’s Class A common stock (the “Class A Common Stock”) at a price of $[Dollars] per share.
SHAREHOLDER’S AND REGISTRATION RIGHTS AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED MSG SPHERE CORP.)Shareholder’s and Registration Rights Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Shareholder’s and Registration Rights Agreement (this “Agreement”) dated as of [•], 2023 (but effective as provided in Section 12(k)), by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), and Madison Square Garden Entertainment Corp. (to be renamed MSG Sphere Corp.) (the “Shareholder” or “MSGE” and, together with its subsidiaries, “Initial MSG Sphere Holders”), a Delaware corporation. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to the 2023 Employee Stock Plan (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. (formerly known as MSGE Spinco, Inc.) (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.
DELAYED DRAW TERM LOAN CREDIT AGREEMENT Dated as of [•], 2023, among MSG SPHERE CORP. as Borrower, and MSG ENTERTAINMENT HOLDINGS, LLC, as LenderLoan Credit Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York
This DELAYED DRAW TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among MSG Sphere Corp., a Delaware corporation (the “Borrower”), and MSG Entertainment Holdings, LLC, a Delaware limited liability company (the “Lender”).
FORM OF PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTPerformance Restricted Stock Units Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to MSG Sphere Corp.’s 2020 Employee Stock Plan or MSG Networks Inc.’s 2010 Employee Stock Plan, as amended, as applicable, on [Date] (the “Grant Date”), you were granted performance restricted stock units, each of which represents an unfunded, unsecured promise by MSG Sphere Corp. (formerly known as Madison Square Garden Entertainment Corp.) (“MSG Sphere”) to deliver to you one share of MSG Sphere Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”) from MSG Sphere on [Date] (the “Distribution Date”), and pursuant to the Company’s 2023 Employee Stock Plan (the “Plan”), you are receiving the award described in this Performance Restricted Stock Units Agreement (the “Agreement”) of performance restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01
FORM OF RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 10th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation
Pursuant to MSG Sphere Corp.’s 2020 Employee Stock Plan or MSG Networks Inc.’s 2010 Employee Stock Plan, as amended, as applicable, on [Date] (the “Grant Date”), you were granted restricted stock units, each of which represents an unfunded, unsecured promise by MSG Sphere Corp. (formerly known as Madison Square Garden Entertainment Corp.) (“MSG Sphere”) to deliver to you one share of MSG Sphere Class A Common Stock. In conjunction with the spin-off of Madison Square Garden Entertainment Corp. (formerly known as MSGE Spinco, Inc.) (the “Company”) from MSG Sphere on [Date] (the “Distribution Date”), and pursuant to the Company’s 2023 Employee Stock Plan (the “Plan”), you are receiving the award described in this Restricted Stock Units Agreement (the “Agreement”) of [#RSUs] restricted stock units (the “Units”), each of which represents an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“Share”).
