RESTRICTIVE COVENANT AGREEMENT
This RESTRICTIVE COVENANT AGREEMENT (this Agreement), effective as of March 13, 2019 (the Effective Date), by and among Endeavor Group Holdings, Inc. (EGH), Endeavor Operating Company, LLC (EOC) and Patrick Whitesell (the Restricted Person and, together with EGH and EOC, the Parties and individually, a Party).
WHEREAS, the Restricted Person and EOC are party to that certain Amended and Restated Restrictive Covenant Agreement, dated as of December 18, 2013 (the Original Agreement); and
WHEREAS, the Parties agree that this Agreement supersedes the Original Agreement in its entirety on the terms and conditions set forth in this Agreement and the Original Agreement shall no longer have any force or effect.
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Non-Solicitation. During the period commencing on the Effective Date and ending on the second anniversary of the date on which the Restricted Person and (if applicable) each of the Restricted Persons Affiliates cease to own equity securities, directly or indirectly, of the Company Group (as defined below), or, if earlier, the second anniversary of the date on which the Restricted Persons employment with the Company Group terminates for any reason, the Restricted Person shall not (and shall cause each of the Restricted Persons controlled Affiliates not to) directly, or indirectly through another any individual, firm, corporation, partnership, limited liability company, trust, estate, joint venture, governmental authority or other entity (Person), (a) induce or attempt to induce any employee of EGH, EOC or any of its majority owned and controlled subsidiaries (collectively, the Company Group) to leave the employ or services of the Company Group; provided, that the restrictions in this Section 1 shall not preclude solicitations through the use of general advertising (such as web postings or advertisements in publications) or search firms, employment agencies or similar entities not specifically directed at the Company Group, or (b) directly or indirectly solicit or service any client of the Company Group in order to induce or attempt to induce such Person to cease doing business with, or reduce the amount of business conducted with, the Company Group. As used in this Agreement, Affiliates means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person.
2. Non-Competition. The Restricted Person acknowledges and agrees that (a) at all times while the Restricted Person is employed with the Company Group, the Restricted Person shall pursue all appropriate business opportunities of the Company Group exclusively through the Company Group and (b) the Company Group would be irreparably damaged if the Restricted Person (or, if applicable, any of the Restricted Persons controlled Affiliates) were to provide services to any Person (including the Restricted Person) engaged in a Restricted Business (as defined below) and that such competition by the Restricted Person (or, if applicable, any of the Restricted Persons controlled Affiliates) would result in a significant loss of goodwill by the