INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of _________ by and between TKO 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.
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • New York
THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF SEPTEMBER 12, 2023, BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO 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”).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TKO OPERATING COMPANY, LLC Dated as of September 12, 2023Limited Liability Company Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TKO Operating Company, LLC, a Delaware limited liability company (the “Company”), dated as September 12, 2023 (the “Restatement Date”), by and among the Company, TKO Group Holdings, Inc., a Delaware corporation (“PubCo”) and the Members (as defined below).
TKO GROUP HOLDINGS, INC.Restricted Stock Unit Award Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 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.
TKO GROUP HOLDINGS, INC.Stock Option Award Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
TKO Group Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2023 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.
SERVICES AGREEMENTServices Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This SERVICES AGREEMENT (this “Agreement”), dated September 12, 2023 and effective as of the Effective Date, by and between Endeavor Group Holdings, Inc. (“Endeavor”), and TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC) (“TKO”). Endeavor and TKO are referred to collectively herein as the “Parties,” and each individually, a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 12, 2023, by and among TKO Group Holdings, Inc., a Delaware corporation (the “Corporation”), and Endeavor Operating Company, LLC, a Delaware limited liability corporation (“Endeavor”), January Capital HoldCo, LLC (“January HoldCo”), January Capital Sub LLC (together with Endeavor and January HoldCo, the “Endeavor Holders”), Vincent K. McMahon (“Mr. McMahon” and, together with the Endeavor Holders, the “Holders”) and the other stockholder(s) party hereto (the “Management Holders”).
TERM EMPLOYMENT AGREEMENTTerm Employment Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
THIS TERM EMPLOYMENT AGREEMENT (THIS “AGREEMENT”) IS DATED AS OF SEPTEMBER 12, 2023, BY AND BETWEEN TKO GROUP HOLDINGS, INC., A DELAWARE CORPORATION (WITH ANY SUCCESSOR THERETO, “TKO” AND, TOGETHER WITH ANY AFFILIATE OR SUBSIDIARY THEREOF CONTROLLED DIRECTLY OR INDIRECTLY BY TKO 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 ARIEL EMANUEL, AN INDIVIDUAL (“EMPLOYEE”).
GOVERNANCE AGREEMENTGovernance Agreement • September 12th, 2023 • TKO Group Holdings, Inc. • Services-amusement & recreation services • Delaware
This GOVERNANCE AGREEMENT (this “Agreement”), dated as of September 12, 2023, is entered into by and between Endeavor Group Holdings, Inc., a Delaware corporation (“Endeavor”), Endeavor Operating Company, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor Opco”), January Capital Sub, LLC, a Delaware limited liability company and a subsidiary of Endeavor (“Endeavor Blocker”), January Capital Holdco, LLC, a Delaware limited liability company and a subsidiary of Endeavor (together with Endeavor OpCo and Endeavor Blocker, the “Endeavor Subscribers”), TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company (“HoldCo”), TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”); and Vincent K. McMahon (together with Endeavor, the Endeavor Subscribers, HoldCo and New PubCo, the “Parties” and each, a “Party”). Unless otherwise specified herein, all capitalized terms used but not otherwise defined in thi
