AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (this Amendment No. 1), effective as of April 19, 2021, entered into by and among Endeavor Operating Company, LLC, (EOC), Endeavor Group Holdings, Inc. (EGH), Endeavor Manager, LLC (Endeavor Manager and together with EOC and Pubco, the Endeavor Parties), MSD Basquiat Investments, LLC (MSD Basquiat), MSD Sports Partners, L.P. (MSD Sports) and MSD EIV Private Investments, LLC (MSD EIV and together with MSD Basquiat and MSD Sports, the MSD Parties), amends the Transaction Agreement (the Agreement), dated as of February 16, 2021, by and among the Endeavor Parties, the MSD Parties and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. The Endeavor Parties and the MSD Parties are referred to herein collectively as the Parties and each individually as a Party.
W I T N E S S E T H:
WHEREAS, the Endeavor Parties and the MSD Parties have entered into the Agreement;
WHEREAS, pursuant to Section 11.16 of the Agreement, the Endeavor Parties are entitled to amend the Agreement in order to, among other things, add additional Merger Subs, Blockers and Blocker Parents as parties thereto and effect the transactions described in Sections 2.1(g) and 8.5 of the Agreement, subject to the prior approval of the MSD Parties; and
WHEREAS, the Endeavor Parties and the MSD Parties desire to amend the Agreement as set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the promises, and the mutual representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Joinder. MSD Sports Partners, L.P. (MSD Sports), MSD Capital (GP) III, LLC (MSD Sports GP) EGH Merger Sub MSD, LLC (MSD Merger Sub), MSD Sports Partners II, LLC (MSD Blocker) and MSD Sports Partners (Cayman) Trust (MSD Blocker Parent) each hereby agree to become a party to the Agreement and agrees to be fully bound by all of the rights and obligations of the Agreement, as amended by this Amendment No. 1, (a) in the case of MSD Sports and MSD Sports GP, as a MSD Member thereunder, (b) in the case of MSD Merger Sub, as a Merger Sub thereunder, (c) in the case of MSD Blocker, as a Blocker thereunder and (d) in the case of MSD Blocker Parent, as a Blocker Parent thereunder.
Section 2. Amendment to Preamble. The Preamble to the Agreement is hereby amended by deleting the words MSD Sports Partners, LLC and inserting in lieu thereof the words MSD Sports Partners, L.P.