Endeavor S1/A IPO registration (amended) | EDR 20 Apr 21

Exhibit 10.56

CLASS B UNITS AWARD AGREEMENT

THIS AGREEMENT (this “Agreement”) IS MADE EFFECTIVE (the “Date of Grant”), BY AND BETWEEN ENDEAVOR CHINA DIRECT, LLC, A DELAWARE LIMITED LIABILITY COMPANY (the “Company”) AND , AN INDIVIDUAL (the “Grantee”).

RECITALS

A.	Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in that certain Amended and Restated Limited Liability Company Agreement of the Company (as amended, supplemented, modified or restated from time to time, the “Company LLC Agreement”).

B.	The Company is authorized to issue Class B Profits Units (“Class B Units”).

C.	The Managing Member has determined that it would be in the best interests of the Company to make the award of Class B Units of the Company provided for herein to Grantee pursuant to the Company LLC Agreement and the terms set forth herein.

The award set forth herein is designed to compensate Grantee for his time and commitment in the performance of services to Endeavor Operating Company, LLC or its Subsidiaries, including the Company and WME IMG China, LP (and its subsidiaries) (collectively, the “Employer Group”) by providing Grantee with a direct interest in the appreciation of the Company with respect to periods beginning after the date on which the Company countersigns this Agreement following receipt of Grantee’s signed signature page to this Agreement (the “Date of Grant”).

TERMS AND CONDITIONS

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:

1.	Issuance of Class B Units.

1.1 Upon the execution by Grantee of the Company LLC Agreement (or a joinder thereto) and his delivery thereof to the Company, and subject to the other terms and conditions of this Agreement and the Company LLC Agreement, the Company hereby grants to Grantee an award of unvested Class B Units, with a Distribution Threshold equal to the fair market value of the Partnership as of the Date of Grant as determined by a third party valuation firm, in each case subject to adjustment as set forth in this Agreement and/or the Company LLC Agreement, which adjustments may be made effective as of the Date of Grant. The Class B Units are hereby designated as “Catch-Up Profits Units” (as defined in the Company LLC Agreement) such that they will “catch-up” on distributions or appreciation from and after such Distribution Threshold is met so that, assuming sufficient distributions or appreciation, the Class B Units will “catch-up” and receive the same economics in any applicable distribution under the terms of the Company LLC Agreement that they would have received if the Class B Units had a Distribution Threshold of $0. of the Class B Units shall be subject to vesting in accordance with Paragraph 3 of this Agreement.

1.2 By entering into this Agreement Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the Company LLC Agreement, (b) the Class B Units are subject to the Company LLC Agreement, the terms of which is hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the Company LLC Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Company LLC Agreement, the applicable terms and provisions of the Company LLC Agreement shall govern and prevail.

1.3 For the avoidance of doubt, no distributions of cash or other Property or other operating distributions shall be made to Grantee unless otherwise determined by the Managing Member.

2.	Certain Specific Acknowledgments.

Without limiting the provisions of Paragraph 1 of this Agreement, Grantee acknowledges that the Class B Units are subject to the provisions of the Company LLC Agreement under which (a) the Managing Member has full discretion to interpret and administer this Agreement and its judgments are final, binding and conclusive on Grantee (absent manifest error) and (b) Grantee shall be prohibited from Transferring his Class B Units to any other Person except as expressly permitted by the Company LLC Agreement.

3.	Vesting.

Subject to the terms and conditions of this Agreement and the Company LLC Agreement, the Class B Units granted hereunder shall vest as set forth in this Paragraph 3. Class B Units that have vested in accordance with this Paragraph 3 are referred to herein as “Vested Class B Units.”

3.1 Vesting. The Profits Interests shall vest ; provided, that Grantee is employed by the Employer Group and in good standing on the applicable vesting date. Any fractional Class B Unit resulting from the application of the vesting schedule shall be aggregated and the Class B Unit resulting from such aggregation shall vest on the final vesting date.

3.2 Acceleration of Vesting. Upon consummation of a Sale Transaction or an IPO, the unvested portion of the Class B Units shall accelerate and fully vest. The defined terms Sale Transaction and IPO shall have the meaning ascribed to such term in that certain Second Amended and Restated Limited Partnership Agreement of WME IMG China, LP, a Cayman Island exempted limited partnership, dated as of June 1, 2016 (as amended, supplemented, modified or restated from time to time) (the “WME China LP Agreement”).

3.3 Termination of Employment. No Class B Units shall be eligible to become Vested Class B Units following the termination of Grantee’s employment for any reason.

4.	Effect of Termination of Employment.

Upon the termination of Grantee’s employment with the Employer Group by his employer with or without Cause, by Grantee with or without Good Reason, upon the death or Disability of Grantee or upon an Employer Non-Renewal or Grantee Non-Renewal: (a) subject to the provisions of this Agreement (including Paragraph 5) and of the Company LLC Agreement, Grantee (or his estate, in the case of a termination upon the death of Grantee) shall be entitled to retain Grantee’s Vested Class B Units following such termination; and (b) all of Grantee’s unvested Class B Units shall be forfeited without any consideration paid to Grantee. For the avoidance of doubt, in no event shall an Employer Non-Renewal or Grantee Non-Renewal be deemed to be a termination with or without Cause or with or without Good Reason. For purposes hereof:

“Cause” shall have the meaning set forth in that certain employment agreement by and between Grantee and dated as of , as amended, supplemented or otherwise modified in accordance with the terms thereof from time to time thereafter and any subsequent employment or services agreement between Grantee and the Employer Group that replaces or supersedes such agreement (the “Employment Agreement”).

“Disability” shall have the meaning set forth in the Employment Agreement.

“Employer Non-Renewal” means that Grantee’s employer shall have notified Grantee in writing that the Employer Group will not continue any employment relationship with Grantee following the term of Grantee’s then-existing employment agreement; provided, that, upon request by Grantee’s employer, Grantee shall have certified in writing that Grantee was ready, willing and able to continue an employment relationship with his employer on identical terms as those set forth in Grantee’s then-existing employment agreement and with no additional equity award(s).

“Grantee Non-Renewal” means (a) any failure of Grantee to execute a new employment agreement offered by a member of the Employer Group following (or to become effective upon) expiration of Grantee’s then-existing (or prior) employment agreement or (b) any termination of Grantee’s employment relationship with the Employer Group following expiration of Grantee’s prior employment agreement if a new employment agreement between any member of the Employer Group and Grantee has not been executed.

“Good Reason” shall have the meaning set forth in the Employment Agreement.

5.	Repurchase Rights with respect to Vested Class B Units.

5.1 Repurchase Rights. The Company shall have the right (but not the obligation) to, at any time following a termination of Grantee’s employment with the Employer Group for any reason, repurchase any or all of Grantee’s Vested Class B Units (and any Vested Class B Units held by Grantee’s Permitted Transferees) in accordance with this Paragraph.

5.2 Repurchase Procedures. Subject to the terms and conditions of this Paragraph 5 and the Company LLC Agreement, an option of the Company to repurchase Vested Class B Units (a “Repurchase Option”) may be exercised by delivery of written notice to Grantee. Promptly following such written notice, the Company shall repurchase from Grantee, and Grantee shall sell to the Company, those Vested Class B Units subject to the Repurchase Option in exchange for the fair market value of such Vested Class B Units as determined by the Managing Member in good faith (the “Fair Market Value”); provided, that if Grantee’s employment with the Employer Group is terminated by Grantee without Good Reason, by Grantee’s employer for Cause, or upon a Grantee Non-Renewal then, in each case, the consideration payable by the Company to Grantee pursuant to an exercise by the LLC of a Repurchase Option with respect to Vested Class B Units shall be 50% of the Fair Market Value. Grantee, by acceptance of the benefits of the provisions of this Paragraph 5, acknowledges and agrees that the consideration paid by the Company to Grantee may be paid by: (i) delivery of a cashier’s check or wire transfer of immediately available funds; (ii) issuance of an unsecured subordinated note, bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate; (iii) from and after an IPO, issuance of common stock of the IPO Entity (as such term is defined in the WME China LP Agreement); or (iv) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by Grantee to the Employer Group; provided, that if the Managing Member does not elect a method of payment, Grantee shall be paid in accordance with clause (i). In connection with any Repurchase Option, pursuant to, and subject to the terms and conditions of, this Paragraph 5, Grantee shall take or cause to be taken all actions requested by the Managing Member in order to expeditiously consummate such repurchase and any related transactions, including executing, acknowledging and delivering assignments, a general release of the Employer Group, its Affiliates and related persons (in form and substance satisfactory to the Company) and other documents and instruments as may be reasonably requested and otherwise cooperating with the Managing Member, and making customary representations and warranties, including as to due approval and ownership free and clear of any liens and transfer of the applicable Vested Class B Units. Notwithstanding anything in this Agreement to the contrary, payment (including payment of the obligations underlying the aforementioned promissory note) by the Company for any Vested Class B Units pursuant to an exercise of a Repurchase Option may be subject to certain conditions as determined by the Managing Member in its sole discretion, including compliance by Grantee with certain restrictive covenants.

5.3 Applicable Laws and Other Restrictions. Notwithstanding anything to the contrary contained in this Agreement or the Company LLC Agreement, all purchases of Grantee’s Class B Units by the Company shall be subject to applicable federal and state

laws of any applicable jurisdiction and to restrictions contained in the debt financing arrangements of the Company from time to time. If any such laws or contractual restrictions prohibit or otherwise restrict the repurchase of Class B Units hereunder which the Company is otherwise entitled or required to effect, the repurchase by the Company of such Class B Units shall nevertheless be deemed to have occurred for purposes of this Agreement and the Company shall make payment as soon as it is permitted to do so under such laws or contractual restrictions.

6.	Rights as Holder of the Class B Units.

Grantee shall be the record owner of each of the Class B Units granted hereunder unless and until such Class B Units are forfeited pursuant to Paragraph 4, repurchased by the Company pursuant to Paragraph 5 or otherwise Transferred in accordance with the Company LLC Agreement, and as record owner shall be entitled to all rights of a holder of Class B Units of the Company as set forth in the Company LLC Agreement; provided, that the Class B Units shall be subject to the restrictions on Transfer and all other restrictions applicable to Units as set forth in this Agreement and the Company LLC Agreement.

7.	Investment Intent; Other Representations of Grantee.

7.1 Investment Intent. Grantee hereby represents and warrants that the Class B Units are being acquired for investment and not with a view to distribution thereof, and covenants and agrees to make such other reasonable and customary representations as requested by the Company regarding matters relevant to compliance with applicable securities laws as are deemed necessary by counsel to the Company.

7.2 Other Representations. Grantee hereby represents and warrants to the Company as follows:

(a) Access to Information. Because of Grantee’s business relationship with the Employer Group and with the management of the Employer Group, Grantee has had access to all material and relevant information concerning the Company, thereby enabling Grantee to make an informed investment decision with respect to his investment in the Company, and all pertinent data and information requested by Grantee from the Company or its representatives concerning the business and financial condition of the Employer Group, as the case may be, and the terms and conditions of this Agreement have been furnished to Grantee. Grantee acknowledges that Grantee has had the opportunity to ask questions of and receive answers and obtain additional information from the Company, and their respective representatives concerning the present and proposed business and financial conditions of the Employer Group.

(b) Financial Sophistication. Grantee has such knowledge and experience in financial and business matters that Grantee is capable of evaluating the merits and risks of investing in the Class B Units.

(i)

An investment in the Class B Units represents a highly speculative investment, and there can be no assurance as to the success of the Company in its business;

(ii)

The Class B Units cannot be Transferred except in very limited circumstances in accordance with the provisions of the Company LLC Agreement and at present no market for the Class B Units exists, and it is not anticipated that a market for the Class B Units will develop in the future;

(iii)

The Class B Units may be worthless; and

(iv)

Ownership of the Class B Units may result in taxable income to Grantee without a corresponding cash or in-kind distribution.

7.3 Understanding of the Nature of the Class B Units. Grantee understands and agrees that:

(a) The Class B Units will not be registered under the Securities Act, or any applicable state securities laws;

(b) If the Class B Units are not so registered, the Class B Units will be “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act;

(d) Only the Company can register the Class B Units under the Securities Act and applicable state securities laws, but it is not anticipated that the Class B Units will be registered in any event;

(e) The Company has not made any representations to Grantee that the Company will register the Class B Units under the Securities Act or any applicable state securities laws, or with respect to compliance with any exemption therefrom;

(f) Grantee is aware of the conditions restricting the Transfer of the Class B Units under the Company LLC Agreement, the Securities Act and applicable state securities laws; and

(g) The Company may, from time to time, make stop transfer notations in its transfer record to ensure compliance with the Securities Act and any applicable state securities laws, and any additional restrictions imposed by state securities administrators.

7.4 Additional Acknowledgements. Grantee acknowledges that:

(a) Neither Grantee nor anyone acting on Grantee’s behalf has paid or will pay a commission or other remuneration to any person in connection with the acquisition of the Class B Units; and

(b) At the time and as a condition of delivery of documents evidencing the Class B Units, Grantee will be deemed to have made all the representations and warranties contained in this Paragraph 7 with respect to such Class B Units and may be required to make other representations concerning investment intent as a condition of the delivery of such Class B Units by the Company.

7.5 All Awards Subject to Written Agreement. Grantee acknowledges he has not heretofore received from the Company, and is not the holder of, any equity-related award (including, without limitation, the Class B Units), other than awards, if any, evidenced by a written agreement between the Company and Grantee.

7.6 No Reliance on the Company. In making his investment decision with respect to the receipt of the Class B Units, Grantee has not relied upon the Company or any of its Affiliates, or any representative thereof for any advice of any sort, including, but not limited to tax or securities law advice.

7.7 Private Offering. Grantee has not become aware of, and has not entered into this Agreement as a result of, any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display) with respect to the Company or the offering or the distribution of the Class B Units.

7.8 Regulation S. If Grantee is not a U.S. citizen or resident, Grantee at the time such Class B Units are offered and acquired will not be a U.S. person (as defined in Regulation S) and will be located outside of the United States.

7.9 Becoming a Member; No Access to Company or Employer Group Information. As a further condition to the issuance of the Class B Units pursuant to this Agreement, Grantee shall execute and deliver to the Company a copy of the Company LLC Agreement, together with such other documents as the Managing Member may require, evidencing such Grantee’s status as a “Member” (as defined in the Company LLC Agreement) of the Company. Notwithstanding Grantee’s status as a Member of the Company, Grantee shall have no right whatsoever to (a) examine the books and records of the Company or member of the Employer Group or (b) obtain any information about the identities of the other Members of the Company or members of the Employer Group (or of the size or nature of such other members’ interests in the Company or any member of the Employer Group, respectively).

8.	Profits Interests; Section 83(b) Election.

8.1 Each of Class B Unit is intended to constitute a “profits interest” within the meaning of Internal Revenue Service Revenue Procedure 93-27. A profits interest is granted in connection with the performance of services and is a right to receive

distributions funded solely by the profits of the Company which are generated after the grant. As such, the Managing Member shall, if necessary, limit distributions and allocations of profits to Grantee so that such distributions and allocations do not exceed the available profits in respect of Grantee’s related profits interests. Consequently, under certain circumstances, distributions and allocations with respect to a Class B Unit may differ in amount from distributions and allocations with respect to other Units issued or Transferred at a different time.

8.2 Notwithstanding any provision of this Agreement or the Company LLC Agreement to the contrary, Grantee shall, as a condition subsequent to the issuance of the Class B Units pursuant to this Agreement, execute and deliver a valid and timely election under Section 83(b) of the Code in the forms attached hereto as Annex A to both the Internal Revenue Service and the Company within thirty (30) days of the Date of Grant. Upon the failure of Grantee to make such valid and timely election, the issuance of the Class B Units shall be void ab initio.

9.	Company LLC Agreement.

The grant of any Class B Units pursuant to this Agreement shall not restrict in any way the adoption of any amendment to the Company LLC Agreement in accordance with the terms of such respective agreements.

10.

[Reserved.]

11.

Notices.

Notices to the Company hereunder shall be addressed to the Company at the principal executive office of the Company, unless otherwise designated by the Company. Notices to Grantee hereunder shall be addressed to Grantee at the address appearing in the personnel records of the Employer Group for Grantee, unless otherwise designated in writing by Grantee.

12.

Governing Law.

This Agreement shall be governed by and interpreted in accordance with the laws of Delaware without giving effect to the conflicts of law principles thereof that would result in the application of the law of a jurisdiction other than Delaware. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

13.

Disputes.

Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof, the parties shall comply with the dispute resolution procedure set forth in Section 11.06 and 11.07 of the Company LLC Agreement.

14.

No Right to Continued Service.

This Agreement shall not be construed as giving Grantee the right to be retained in the employ of, or in any other continuing relationship with, the Company, the Employer Group or any of their respective Affiliates.

15.

Entire Agreement.

This Agreement, together with the Company LLC Agreement[, the Employment Agreement,] and any other documents which may be entered into by Grantee, the Company and any member of the Employer Group 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.

16.

Counterparts.

This Agreement may be executed in any number of counterparts and by facsimile, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

17.

Rules of Construction.

The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

18.

Definitional Provisions.

Defined terms used in this Agreement in the singular shall import the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Paragraphs shall be deemed to be references to Paragraphs of this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Any statute or laws defined or referred to herein shall include any rules, regulations or forms promulgated thereunder from time to time and as from time to time amended, modified or supplemented, including by succession of successor rules, regulations or forms. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such

agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Any reference to the number of Class B Units means such Class B Units as appropriately adjusted to give effect to any share combinations, restructuring or other capitalizations of the Company or their its capital structure. Any reference herein to the holder of a particular class or series of Class B Units shall be a reference to such Person solely in its capacity as a holder of that particular class or series of such Class B Units.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.


Endeavor China Direct, LLC



By



Its Authorized Signatory

[Signature Page to Award Agreement]

ANNEX A

ENDEAVOR CHINA DIRECT, LLC

Section 83(b) Election

Background Information

Attached are materials which may be used to make an election under Section 83(b) (“Section 83(b) Election”) of the Internal Revenue Code with respect to your acquisition of Class B Units (the “Company Interest”) of Endeavor China Direct, LLC, a Delaware limited liability company (the “Company”). (For tax purposes, your Company Interest is treated as an interest in a partnership.) One copy of the election (along with the letters to the Company and the IRS) must be provided to Anna Goldfarb at the Company (by overnight FedEx or UPS), no later than . The “date on which property was transferred” (as described in Section 3 of the Section 83(b) Election) or “Date of Grant” is the date on which the Company countersigns the Class B Unit Award Agreement following receipt of your signed signature page to such award agreement (i.e., Section 3 of the Section 83(b) Election will be completed by the Company once it countersigns the Class B Unit Award Agreement).

The Class B Unit Award Agreement pursuant to which your Class B Units were acquired requires you to make a Section 83(b) Election with respect to the Class B Units. The purpose of the Section 83(b) Election is to make sure that you are treated for tax purposes as owning your Class B Units on the Date of Grant. Otherwise, you might be treated as receiving a portion of your Class B Units on each applicable vesting date, and you would then be required to recognize ordinary compensation income on each vesting date, in amounts equal to the fair market value of the portion of your Class B Units that vests on each vesting date (minus what you paid for that portion).

By making the Section 83(b) Election you are electing to be taxed as of the Date of Grant on the value of the Company Interest you received on the Date of Grant in excess of the amount you paid. The Company believes that the fair market value of your Company Interest should be equal to $0 on the Date of Grant and therefore will not be reporting you as having any compensation income on account of the transfer on the Date of Grant and your related Section 83(b) Election. You should consult your own tax advisor in these matters.

SECTION 83(b) ELECTION INSTRUCTIONS

ENDEAVOR CHINA DIRECT, LLC

To make an election under Section 83(b) of the Internal Revenue Code in connection with your receipt, for tax purposes, of Class B Units representing an interest in Endeavor China Direct, LLC (the “Company”), you should add your Social Security Number and address, and date and sign the enclosed Section 83(b) Election Form and mail (by overnight FedEx or UPS) as indicated no later than 30 days after the Date of Grant.

The signed Section 83(b) Election Form and the cover letters to the IRS and the Company should be delivered to the Company, using the attached letter to Anna Goldfarb, who is authorized to receive the copy on behalf of all of the persons entitled to receive a copy of the election (as described in Section 8 of the Section 83(b) Election Form). Please deliver by mail (by overnight FedEx or UPS).

Once the Company has countersigned the Class B Unit Award Agreement, it shall arrange to have one copy of the Section 83(b) Election Form mailed to the appropriate Internal Revenue Service Center and will return to you a copy of (i) the Section 83(b) Election Form and (ii) the Class B Unit Award Agreement.

3.	If you are not the transferee of the property — for example, if the property was transferred to a family trust — then you are also obliged to provide a copy of your Section 83(b) Election to the transferee of the property within 30 days of the Date of Grant.

IRS SERVICE CENTERS

for

83(b) Election Forms

(Based on filing locations for individual Federal Income Tax Returns filed in 2019)

Questions: 1-800-829-1040


If your tax residence is:

Alabama, Georgia, Kentucky, New Jersey, North Carolina, South Carolina, Tennessee, Virginia		Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002

Florida, Louisiana, Mississippi, Texas		Department of the Treasury Internal Revenue Service Austin, TX 73301-0002

Alaska, Arizona, California, Colorado, Hawaii, Idaho, New Mexico, Nevada, Oregon, Utah, Washington, Wyoming		Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002

Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Wisconsin		Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002

Delaware, Maine, Massachusetts, Missouri New Hampshire, New York, Vermont		Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002

Connecticut, District of Columbia, Maryland, Pennsylvania, Rhode Island, West Virginia		Department of the Treasury Internal Revenue Service Ogden, UT 84201-0002

A foreign country, U.S. possession or territory*, or use an APO or FPO address, or file Form 2555, 2555-EZ, or 4563, or are a dual-status alien		Department of the Treasury Internal Revenue Service Austin, TX 73301-0215 USA

Permanent residents of Guam should use: Department of Revenue and Taxation, Government of Guam, P.O. Box 23607, GMF, GU 96921; permanent residents of the Northern Mariana Islands should use: Department of Finance, Division of Revenue and Taxation, Commonwealth of the Northern Mariana Islands, P.O. Box 5234, CHRB Saipan, MP 96950; permanent residents of the Virgin Islands should use: V.I. Bureau of Internal Revenue, 6115 Estate Smith Bay, Suite 225, St. Thomas, VI 00802.

SECTION 83(b) ELECTION FORM

ELECTION PURSUANT TO SECTION 83(b)

This election is being made pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation Section 1.83-2 promulgated thereunder.


1. Taxpayer’s name:

Address:



Social Security Number:		- -

2.	Property with respect to which the election is made:

Class B Units, representing an interest, treated for tax purposes as a partnership interest (the “Company Interest”), in Endeavor China Direct, LLC (the “Company”), a Delaware limited liability company treated for tax purposes as a partnership. The Company Interest represents a membership interest in the Company as further described in the Amended and Restated Limited Liability Company Agreement of Endeavor China Direct, LLC (the “LLC Agreement”) and as amended and restated from time to time thereafter.

3.	Date on which property was transferred:

4.	Taxable year for which such election is made:

5.	Nature of the restriction or restrictions to which the property is subject:

The Company Interest may be forfeited in whole or in part upon certain terminations of employment. The Company Interest may not be transferred, except as expressly provided in the LLC Agreement, or as approved by the managing member of the Company. In addition, the Company Interest may under certain circumstances be subject to a requirement that the Company Interest be sold in connection with certain sales of the Company.

6.	The fair market value of the property at the time of transfer:

The fair market value of the Company Interest at the time of transfer was $0, determined (i) without regard to lapse restrictions and (ii) in accordance with the principles set forth in Revenue Procedure 93-27.

7.	The amount paid for such property: $0

In accordance with Treasury Regulations Section 1.83-2(d): Taxpayer has submitted a copy of this statement to the person(s) for whom services were performed (the Company and/or its subsidiaries). In addition, if the property was transferred to a person other than the Taxpayer-service provider (for example, if the property was transferred to a trust established by the Taxpayer for his family), Taxpayer has submitted a copy of this statement to the transferee of such property.


Dated:






		¹

Department of the Treasury

Internal Revenue Service

Re: - SSN: - -

Dear Sir or Madam:

Pursuant to Treasury Regulations Section 1.83-2(c) promulgated under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), enclosed please find an election under Section 83(b) of the Code.

Sincerely,

Enclosure

¹	Insert your address.






		²

Endeavor China Direct, LLC

c/o Endeavor Operating Company, LLC

9601 Wilshire Boulevard, 3rd Floor

Beverly Hills, CA 90210

Attention: Anna Goldfarb

Re: - Section 83(b) Election

Dear Ms. Goldfarb:

Pursuant to Treasury Regulations Section 1.83-2(d) promulgated under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), enclosed please find a copy of an election under Section 83(b) of the Code. This notice is hereby given to Endeavor China Direct, LLC for itself, and for its subsidiaries.

Sincerely,

Enclosure

²	Insert your address.

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to the Amended and Restated Limited Liability Company Agreement of Endeavor China Direct, LLC (the “Company”), dated as of (as amended, supplemented or otherwise modified in accordance with the terms thereof, the “LLC Agreement”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the LLC Agreement.

By executing and delivering this Joinder Agreement to the LLC Agreement, the undersigned hereby agrees to be admitted as a Member of the Company and to become a party to, to be bound by, and to comply with the provisions of the LLC Agreement in the same manner as if the undersigned were an original signatory to such agreement as a Member.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , 20 .

Signature of Member

Print Name of Member

Address of Member

Endeavor (EDR) S-1/AIPO registration (amended)