TRANSACTION AGREEMENTTransaction Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services
Transaction Agreement (this “Agreement”), dated as of [______], 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
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023Employee Matters Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 29, 2023, is by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Distribution), a Delaware corporation (“MSG Entertainment”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Distribution), a Delaware corporation and an indirect wholly-owned subsidiary of MSG Entertainment (“Spinco” and, together with MSG Entertainment, each, a “Party” and collectively, the “Parties”).
CONTRIBUTION AGREEMENT BY AND AMONG MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.), MSG ENTERTAINMENT GROUP, LLC (TO BE RENAMED SPHERE ENTERTAINMENT GROUP, LLC) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE...Contribution Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 29, 2023, by and among MADISON SQUARE GARDEN ENTERTAINMENT CORP. (to be renamed Sphere Entertainment Co. at the Effective Time), a Delaware corporation (“MSG Entertainment”), MSG ENTERTAINMENT GROUP, LLC (to be renamed Sphere Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG Entertainment (“MSGEG”), and MSGE SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation (“Spinco”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) dated as of March 29, 2023Transition Services Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
Transition Services Agreement, dated as of March 29, 2023 (this “Agreement”), between MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (“Entertainco”), and Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co.), a Delaware corporation (“Sphereco”).
TAX DISAFFILIATION AGREEMENT BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of March 29, 2023Tax Disaffiliation Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 29, 2023, by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Effective Time (as defined below)), a Delaware corporation (“MSG Entertainment”), and MSGE 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 Entertainment (“Spinco” and, together with MSG Entertainment, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
DISTRIBUTION AGREEMENT BY AND BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) Dated as of March 29, 2023Distribution Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York
This Distribution Agreement (this “Agreement”), is dated as of March 29, 2023, by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Effective Time (as defined herein)), a Delaware corporation (“MSG Entertainment”), and MSGE 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 Entertainment (“Spinco” and, together with MSG Entertainment, the “Parties”).
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 SPHERE ENTERTAINMENT CO.)Shareholder’s and Registration Rights Agreement • March 30th, 2023 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services
Shareholder’s and Registration Rights Agreement (this “Agreement”) dated as of March 29, 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 Sphere Entertainment Co.) (the “Shareholder” or “MSGE” and, together with its subsidiaries, “Initial Sphere Entertainment Holders”), a Delaware corporation. Certain capitalized terms used in this Agreement are defined in Annex A hereto.
