Exhibit B
Mutual Release
THIS AGREEMENT AND RELEASE, dated as of _______, 20__ (this Release Agreement), is entered into by and among
Mark Shapiro (Employee), TKO Group Holdings, Inc. (TKO, together with any affiliate thereof which may have employed Employee from time to time subject to the terms and conditions of the Employment Agreement (as
hereafter defined) and which has duly executed the Employment Agreement, the Employer, and together with TKO and their respective subsidiaries, collectively, the Employer Group).
WHEREAS, Employee is currently employed with Employer; and
WHEREAS, Employees employment with Employer will terminate effective as of ____, 20__; and
WHEREAS, capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Term
Employment Agreement by and between Employee, TKO and Employer, dated as of January __, 2024 (the Employment Agreement).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Release Agreement and other good and valuable
consideration, the parties hereby agree as follows:
1 Employee shall be provided the [Severance Payments and Equity Award
Acceleration][Post-Term Continuation Payments] (as defined in the Term Employment Agreement by and between Employee and Employer, dated as of January __, 2024 (the Employment Agreement) in accordance with the terms and
conditions of Subsections 4.7 and 4.9 of the Employment Agreement; provided, that if Employee revokes this Release Agreement pursuant to Section 6 below, the [Severance Payments and Equity Award
Acceleration][Post-Term Continuation Payments] shall not be paid or provided to Employee.
2 Employee, for and on behalf of himself and
Employees heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a
Claim) arising out of or relating to Employees employment or termination of employment with, or Employees serving in any capacity in respect of, any member of the Employer Group, both known and unknown, in law or in
equity, which Employee may now have or ever had against any member of the Employer Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Employer
Group, including their successors and assigns (collectively, the Employer Parties), including, without limitation, any claim for any severance benefit which might have been due Employee under any previous agreement executed by and
between any member of the Employer Group and Employee (but excluding, for avoidance of doubt, any Claims employee may have with