ROLLOVER AGREEMENTRollover Agreement • April 3rd, 2024 • Emanuel Ariel • Services-amusement & recreation services • Delaware
ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Ari Emanuel (“AE”), (iv) The Ariel Z. Emanuel Living Trust, dated November 13, 2017 (the “AE Trust”) and (v) Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Endeavor Executive PIU Holdco, LLC, in each case, solely to the extent the foregoing is a record owner of any of the Interests (as defined below) (collectively, the “HoldCos” and each a “HoldCo” and, together with AE and the AE Trust, the “Investors” and each an “Investor”). Capitalized terms used in this Agreement but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
April 2, 2024 Patrick Whitesell Via Email Dear Patrick,Letter Agreement • April 3rd, 2024 • Emanuel Ariel • 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.
AGREEMENT AND PLAN OF MERGER by and among WILDCAT EGH HOLDCO, L.P., WILDCAT OPCO HOLDCO, L.P., WILDCAT PUBCO MERGER SUB, INC., WILDCAT MANAGER MERGER SUB, L.L.C., WILDCAT OPCO MERGER SUB, L.L.C., ENDEAVOR EXECUTIVE HOLDCO, LLC, ENDEAVOR EXECUTIVE II...Agreement and Plan of Merger • April 3rd, 2024 • Emanuel Ariel • Services-amusement & recreation services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 2, 2024 (this “Agreement”), by and among Wildcat EGH Holdco, L.P., a Delaware limited partnership (“Holdco Parent”), Wildcat OpCo Holdco, L.P., a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), Wildcat PubCo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco Parent (“Company Merger Sub”), Wildcat Manager Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Company Merger Sub (“Manager Merger Sub”), Wildcat OpCo Merger Sub, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of OpCo Parent (“OpCo Merger Sub” and, together with Manager Merger Sub and Company Merger Sub, the “Merger Subs” and each, a “Merger Sub”), Endeavor Executive Holdco, LLC, a Delaware limited liability company (“Executive Holdco”), Endeavor Executive II Holdco, LLC, a Delaware limited liability company (“E
