10-12b-a Sample Contracts

Apartment Income REIT Corp.Aimco JO Intermediate Holdings, LLC 5.2% Secured Mezzanine Notes due January 31, 2024 Mezzanine Note Agreement Dated as of , 2020 (November 24th, 2020)

Aimco JO Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:

Apartment Income REIT Corp.SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS ... (November 24th, 2020)

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., as amended and restated as of [DATE OF SPIN-OFF] (the “Amendment Date”), is entered into by and among Apartment Income REIT Corp., a Maryland corporation (the “Previous General Partner”), REIT Sub 1, REIT Sub 2 (REIT Sub 1, together with REIT Sub 2 and the Previous General Partner (solely in respect of its status as a Limited Partner), the “Special Limited Partners”), AIMCO-GP, Inc., a Delaware corporation, and the other Limited Partners (as defined below).

Apartment Income REIT Corp.SEPARATION AND DISTRIBUTION AGREEMENT by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, AIMCO OP L.P., APARTMENT INCOME REIT CORP. and AIMCO PROPERTIES, L.P. dated as of (November 24th, 2020)

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of , 2020, by and among Apartment Investment and Management Company, a Maryland corporation (“DevCo”), Aimco OP L.P., a Delaware limited partnership and a subsidiary of SpinCo OP (“DevCo OP”), Apartment Income REIT Corp., a Maryland corporation and a subsidiary of DevCo (“SpinCo”), and AIMCO Properties, L.P., a Delaware limited partnership and a subsidiary of SpinCo (“SpinCo OP”). DevCo, DevCo OP, SpinCo, and SpinCo OP are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

Aaron's Company, Inc.ASSIGNMENT AGREEMENT (November 12th, 2020)

THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2020 (the “Effective Date”), by and between Prog Leasing, LLC, a Delaware limited liability company (“Progressive”), Aaron’s, LLC, a Georgia limited liability company (“Aaron’s”), and The Aaron’s Company, Inc., a Georgia corporation (“SpinCo”). Capitalized terms not defined in the body of this Agreement shall have the definitions set forth in Schedule A. Each of Progressive, Aaron’s, and SpinCo may be referred to herein individually as a “Party” and collectively as the “Parties”.

Aaron's Company, Inc.CREDIT AGREEMENT dated as of November 9, 2020 among AARON’S, LLC, as the Borrower, AARON’S SPINCO, INC., as Holdings THE LENDERS FROM TIME TO TIME PARTY HERETO, and TRUIST BANK, as Administrative Agent, Swingline Lender and an Issuing Bank BANK OF ... (November 12th, 2020)

THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 9, 2020, by and among AARON’S, LLC, a Georgia limited liability company (the “Borrower”), AARON’S SPINCO, INC., a Georgia corporation (“Holdings”), the several banks and other financial institutions from time to time party hereto (the “Lenders”) and TRUIST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

Concentrix CorpForm of SYNNEX-Concentrix Commercial Agreement (October 30th, 2020)

This Agreement applies to services and other items that Concentrix may supply to SYNNEX, or SYNNEX may supply to Concentrix (each, as applicable and as indicated in the relevant Statement of Work, the “Supplier” or “Customer”). The specific services or other items to be provided by Supplier will be as described in one or more Statements of Work referencing this Agreement and signed by both parties.

Concentrix CorpFORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN SYNNEX CORPORATION AND CONCENTRIX CORPORATION DATED AS OF [•], 2020 (October 30th, 2020)

This EMPLOYEE MATTERS AGREEMENT (the “EMA”) is made as of [•], 2020 by and among Concentrix Corporation, a Delaware corporation (“Concentrix”), and SYNNEX Corporation, a Delaware corporation (“SYNNEX” and together with Concentrix, the “Parties”).

Concentrix CorpRECEIVABLES FINANCING AGREEMENT Dated as of October 30, 2020 by and among CONCENTRIX RECEIVABLES, INC., as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and Group Agents, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, ... (October 30th, 2020)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 30, 2020 by and among the following parties:

Concentrix CorpRECEIVABLES PURCHASE AGREEMENT dated as of October 30, 2020 by and among THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, CONCENTRIX CORPORATION as Servicer, and CONCENTRIX RECEIVABLES, INC. as Company (October 30th, 2020)

This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 30, 2020, is entered into by and among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators”, and individually, each an “Originator”), CONCENTRIX CORPORATION (“Concentrix”), as the initial Servicer and as the Contributing Originator (as defined below), and CONCENTRIX RECEIVABLES, INC., a Delaware corporation (the “Company”).

Concentrix CorpCREDIT AGREEMENT Dated as of October 16, 2020 among CONCENTRIX CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer, ... (October 30th, 2020)

This CREDIT AGREEMENT is entered into as of October 16, 2020 among CONCENTRIX CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), the L/C Issuers (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

Concentrix CorpFORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SYNNEX CORPORATION AND CONCENTRIX CORPORATION DATED AS OF [•], 2020 (October 13th, 2020)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2020 (this “Agreement”), is by and between SYNNEX Corporation., a Delaware corporation (“SYNNEX”), and Concentrix Corporation, a Delaware corporation (“Concentrix”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Concentrix CorpFORM OF INDEMNIFICATION AGREEMENT (October 13th, 2020)

This Indemnification Agreement (the “Agreement”), dated as of [ ], 20[ ], between Concentrix Corporation, a Delaware corporation (the “Corporation”), and [ ] (“Indemnitee”),

Concentrix CorpFORM OF TAX MATTERS AGREEMENT DATED AS OF [●], 2020 BY AND BETWEEN SYNNEX CORPORATION AND CONCENTRIX CORPORATION (October 13th, 2020)

This TAX MATTERS AGREEMENT (this “TMA”) is entered into as of [•], 2020, by and between SYNNEX Corporation, a Delaware corporation (“SYNNEX”), and Concentrix Corporation, a Delaware corporation and a wholly owned subsidiary of SYNNEX (“Concentrix”) (collectively, the “Parties” and each a “Party”).

Vontier CorpCREDIT AGREEMENT Dated as of [______], 2020, among VONTIER CORPORATION and certain of its Subsidiaries, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the other LENDERS party hereto CITIBANK, N.A., ... (September 21st, 2020)

This CREDIT AGREEMENT, dated as of [_____], 2020 (this “Agreement”), is entered into among VONTIER CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

LENSAR, Inc.INDUSTRIAL REAL ESTATE LEASE DISCOVERY TECH CENTER ORLANDO, FLORIDA by and between CHALLENGER-DISCOVERY, LLC, Landlord and LENSAR, INC., Tenant July 30, 2010 (September 14th, 2020)
MSG Entertainment Spinco, Inc.TRANSACTION AGREEMENT (April 1st, 2020)

THIS TRANSACTION AGREEMENT (this “Agreement”) is made this ____ day of , 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 company

MSG Entertainment Spinco, Inc.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 (April 1st, 2020)

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”).

MSG Entertainment Spinco, Inc.EMPLOYEE MATTERS 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 (April 1st, 2020)

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of March 31, 2020, is by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Distribution (as defined herein)), a Delaware corporation (“MSGS”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Distribution), a Delaware corporation and an indirect wholly-owned subsidiary of MSGS (“Spinco” and, together with MSGS, each, a “Party” and collectively, the “Parties”).

MSG Entertainment Spinco, Inc.TRANSACTION AGREEMENT (April 1st, 2020)

Transaction Agreement (this “Agreement”), dated as of , 2020, by and among New York Knicks, LLC, a Delaware limited liability company (“Knicks LLC”), Westchester Knicks, LLC, a Delaware limited liability company (“Westchester Knicks”), Knicks Gaming, LLC, a Delaware limited liability company (“Knicks Gaming”), Knicks Holdings, LLC, a Delaware limited liability company (“Knicks Holdings”), MSG NYK Holdings, LLC, a Delaware limited liability company (“MSG NYK Holdings”), MSG Sports, LLC, a Delaware limited liability company (“MSG Sports”), The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp.), a Delaware corporation (“MSG” and together with Knicks LLC, Westchester Knicks, Knicks Gaming, Knicks Holdings, MSG NYK Holdings and MSG Sports, the “Team Parties”), 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 Natio

MSG Entertainment Spinco, Inc.TAX DISAFFILIATION AGREEMENT 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 (April 1st, 2020)

THIS TAX DISAFFILIATION AGREEMENT (the “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 below)), 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”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

MSG Entertainment Spinco, Inc.TRANSITION SERVICES AGREEMENT (April 1st, 2020)

Transition Services Agreement, dated as of March 31, 2020 (this “Agreement”), between MSG Sports, LLC, a Delaware limited liability company (“Sportsco”), and MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company (“Entertainco”).

MSG Entertainment Spinco, Inc.March 31, 2020 Mr. James L. Dolan MSG Entertainment Spinco Inc. (to be renamed Madison Square Garden Entertainment Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Jim: (April 1st, 2020)

This letter agreement (the “Agreement”), effective as of the closing of the distribution and spin-off (the “Spin-Off”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) (the “Company”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) (the “Effective Date”) will confirm the terms of your employment with the Company following the Effective Date.

MSG Entertainment Spinco, Inc.Mr. Joseph Yospe c/o The Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Joe: (April 1st, 2020)

In connection with the pending spin-off (the “Spin-Off”) by The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) of its MSG Entertainment Spinco, Inc. subsidiary (to be renamed Madison Square Garden Entertainment Corp., the “Company”), MSGS will assign to the Company the Employment Agreement, dated January 23, 2020, between MSGS and you (as assigned to the Company, your “Employment Agreement”). This letter (this “Amendment”) will amend your Employment Agreement effective as of the date on which the Spin-Off becomes Effective (the “Amendment Effective Date”). Capitalized terms used and not defined in this Amendment will have the meanings set forth in the Employment Agreement.

MSG Entertainment Spinco, Inc.March 31, 2020 Mr. Andrew Lustgarten MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.) Two Pennsylvania Plaza New York, NY 10121 Dear Andy: (April 1st, 2020)

This letter agreement (the “Agreement”), effective as of the distribution (the “Distribution”) of the common stock of MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp., the “Company”) to the shareholders of The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., the “MSGS”) (the “Effective Date”), will confirm the terms of your employment with the Company following the Effective Date.

MSG Entertainment Spinco, Inc.CONTRIBUTION AGREEMENT BY AND AMONG THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.), MSG SPORTS & ENTERTAINMENT, LLC (TO BE RENAMED MSG ENTERTAINMENT GROUP, LLC) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED ... (April 1st, 2020)

CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 31, 2020, by and among THE MADISON SQUARE GARDEN COMPANY (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined herein)), a Delaware corporation (“MSG”), MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC), a Delaware limited liability company and a direct wholly-owned subsidiary of MSG (“MSG Entertainment”), and MSG ENTERTAINMENT SPINCO, INC. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation (“Spinco”).

MSG Entertainment Spinco, Inc.MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CAPSS LLC as Buyer, POLPAT LLC as Buyer Parent, MSG NATIONAL PROPERTIES, LLC as Seller, MSG SPORTS & ENTERTAINMENT, LLC as Seller Parent, and MSG FORUM, LLC as the Company Dated as of March 24, 2020 (March 26th, 2020)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2020 ( the “Effective Date”), is by and among CAPSS LLC, a Delaware limited liability company (“Buyer”), POLPAT LLC, a Delaware limited liability company (“Buyer Parent”), MSG NATIONAL PROPERTIES, LLC, a Delaware limited liability company (“Seller”), MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability company (“Seller Parent”), and MSG FORUM, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined have the meaning set forth in Exhibit A; a table of defined terms is also set forth in Exhibit A. Buyer, Buyer Parent, Seller, Seller Parent and the Company are each referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

MSG Entertainment Spinco, Inc.ARENA LICENSE AGREEMENT between MSG ARENA, LLC and NEW YORK KNICKS, LLC Dated as of , 2020 (March 18th, 2020)

This ARENA LICENSE AGREEMENT (this “Agreement”) is made as of , 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.”

MSG Entertainment Spinco, Inc.Mr. Joseph Yospe c/o The Madison Square Garden Company Two Pennsylvania Plaza New York, NY 10121 Dear Joe: (March 18th, 2020)

In connection with the pending spin-off (the “Spin-Off”) by The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp., “MSGS”) of its MSG Entertainment Spinco, Inc. subsidiary (to be renamed Madison Square Garden Entertainment Corp., the “Company”), MSGS will assign to the Company the Employment Agreement, dated January 23, 2020, between MSGS and you (as assigned to the Company, your “Employment Agreement”). This letter (this “Amendment”) will amend your Employment Agreement effective as of the date on which the Spin-Off becomes Effective (the “Amendment Effective Date”). Capitalized terms used and not defined in this Amendment will have the meanings set forth in the Employment Agreement.

MSG Entertainment Spinco, Inc.TIME SHARING AGREEMENT (March 18th, 2020)

THIS TIME SHARING AGREEMENT is entered into effective as of the 6th day of May, 2019, by and between MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability corporation 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 The Madison Square Garden Company, 2 Penn Plaza, New York, NY 10121 (“Lessee”).

MSG Entertainment Spinco, Inc.TIME SHARING AGREEMENT (March 18th, 2020)

THIS TIME SHARING AGREEMENT is entered into effective as of the 17th day of December, 2018, by and between MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability corporation 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 The Madison Square Garden Company, 2 Penn Plaza, New York, NY 10121 (“Lessee”).

MSG Entertainment Spinco, Inc.TIME SHARING AGREEMENT (March 18th, 2020)

THIS TIME SHARING AGREEMENT is entered into effective as of the 15th day of December, 2017, by and between MSG SPORTS & ENTERTAINMENT, LLC, a Delaware limited liability corporation 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 The Madison Square Garden Company, 2 Penn Plaza, New York, NY 10121 (“Lessee”).

MSG Entertainment Spinco, Inc.THIRD AMENDMENT TO LEASE (March 18th, 2020)

This THIRD AMENDMENT TO LEASE dated as of August 14, 2008 (this “Amendment”) between RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company having an address c/o Tishman Speyer, 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”).

MSG Entertainment Spinco, Inc.FORM OF NON-EMPLOYEE DIRECTOR AWARD AGREEMENT (March 18th, 2020)

Pursuant to the 2020 Stock Plan for Non-Employee Directors (the “Plan”) of Madison Square Garden Entertainment Corp. (formerly known as MSG Entertainment Spinco, Inc.) (the “Company”), you have been granted, effective as of , restricted stock units (“Units”) (such grant, the “Award”). The Units are granted subject to the terms and conditions set forth in this agreement (this “Agreement”) and in the Plan:

MSG Entertainment Spinco, Inc.TRANSACTION AGREEMENT (March 18th, 2020)

THIS TRANSACTION AGREEMENT (this “Agreement”) is made this ____ day of March, 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

MSG Entertainment Spinco, Inc.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 [●], 2020 (March 18th, 2020)

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