Zuffa Parent LLC
2960 W. Sahara Avenue
Las Vegas, NV 89102
c/o William Morris Endeavor Entertainment, LLC
9601 Wilshire Boulevard, Third Floor
Beverly Hills, CA 90210
December 16, 2016
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Specified Profits Member Agreement
This agreement (the Agreement) is being entered into between you and Zuffa Parent, LLC, a Delaware limited liability company (the Company), in order to set forth the terms and conditions of your equity arrangements with the Company effective as of the date first written above (the Date of Grant). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Companys Second Amended and Restated Limited Liability Company Agreement dated as of August 18, 2016 (as may be amended, supplemented, modified or restated from time to time, the Company LLC Agreement).
The award set forth herein is designed to compensate you for your services to Zuffa Parent or its Subsidiaries (collectively, the Zuffa Group) being rendered by you pursuant to the terms of that certain Services Agreement, dated August 18, 2016, by and between Zuffa, LLC and WME IMG, LLC, by providing you with an interest in the appreciation of the Zuffa Group with respect to the period following the Date of Grant.
The parties hereto hereby acknowledge and agree that pursuant to, and in accordance with, the Zuffa Parent LLC Agreement: (i) you are hereby awarded 3,187 Profits Units, which have a Distribution Threshold of $1,000 and (ii) that you are designated as a Specified Profits Member. 100% of the Profits Units are fully vested, non-forfeitable and non-redeemable as of the Date of Grant. For the avoidance of doubt, the 3,187 Profits Units granted hereunder are in addition to the 25,647 Profits Units granted to you November 15, 2016, such that, as of the Date of Grant, you shall hold a total of 28,834 Profits Units.
This Agreement, together with the Company LLC Agreement and any other documents which may be entered into between you, on the one hand, and Zuffa Parent, on the other hand, on and after the Date of Grant, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussion and preliminary agreements. This Agreement may not be amended except in writing executed by the parties hereto. For the avoidance of doubt, (i) this Agreement does not modify the terms of (x) that certain Amended and Restated Vesting Side Equity Vesting Agreement, dated as of December 18, 2013, by and among WME Holdco, LLC, WME Entertainment Parent, LLC, William Morris Endeavor Entertainment, LLC, and you (as amended, supplemented, modified or restated from time to time, the WME Equity Vesting Letter), and (y) that certain letter agreement, dated as of November 15, 2016, between you the Company pursuant to which you were previously awarded 25,647 Profits Units and (ii) the Profits Units shall not be treated as Ownership Interest (as such term is defined in the WME Equity Vesting Letter).