INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 12, 2020 by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RedBall Acquisition Corp. 50,000,000 Units Underwriting AgreementUnderwriting Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 50,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 7,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
RedBall Acquisition Corp. 16th Floor New York NY 10065RedBall Acquisition Corp. • July 28th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 10, 2020 by and between RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 14,375,000 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 1,875,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 12, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2020, is by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2020, is made and entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between REDBALL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
RedBall Acquisition Corp. 16th Floor New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, a New York limited liability company in its capacity as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • California
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 28, 2022 (the “Third Amendment Effective Date”), is made among SeatGeek, Inc., a Delaware corporation (“Parent”) and each of its Qualifying Subsidiaries (together with Parent, individually and collectively, “Borrower”), HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”) and the financial institutions or entities from time to time party hereto, in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
ContractWarrant Agreement • December 14th, 2021 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SEATGEEK, INC.General Release • December 14th, 2021 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation
This letter (the “Agreement”) confirms the agreement between you and SeatGeek, Inc. (the “Company”) with respect to certain matters concerning your continued employment with the Company, and hereby amends, restates, replaces and supersedes your employment offer letter with the Company (the “Offer Letter”).
RedBall Acquisition Corp. 16th Floor New York, NY 10065Letter Agreement • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, a New York limited liability company in its capacity as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 1st, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation
This TERMINATION AND RELEASE AGREEMENT, dated as of May 31, 2022 (this “Agreement”), is entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (“Parent”), Showstop Merger Sub I Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“First Merger Sub”), Showstop Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Parent (“Second Merger Sub”, and together with Parent and First Merger Sub, the “Parent Entities”), RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“Sponsor” and together with the Parent Entities, the “RB Parties”) and SeatGeek, Inc., a Delaware corporation (the “Company”). The foregoing parties are collectively referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Business Combination Agreement and Plan of Reorganization, dated as of October 13,
AGREEMENT OF LEASE 902 ASSOCIATES, Landlord and SEATGEEK, INC., TenantAgreement of Lease • December 14th, 2021 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • New York
AGREEMENT OF LEASE, made as of this 5th day of September in the year 2018, between 902 ASSOCIATES, a New York limited partnership having an address c/o Koeppel Rosen LLC, 40 East 69th Street, New York, New York 10021 (“Landlord”), and SEATGEEK, INC., a Delaware corporation having an address at 400 Lafayette Street, 4th Floor, New York, New York 10003 (“Tenant”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 3, 2020 (the “Amendment Effective Date”), is entered into by and among SeatGeek, Inc., a Delaware corporation (“Parent”), and each of its Qualified Subsidiaries (individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto as Lender, and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, together with its successors and assigns in such capacity, “Agent”).
FORM OF LOCK-UP AGREEMENTLetter Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “BCA”), dated as of [__], entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (“Parent”), Showstop Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub”), and SeatGeek, Inc., a Delaware corporation (the “Company”), pursuant to which, through a series of transactions at the Closing with the Company, First Merger Sub and Second Merger Sub, Parent will acquire 100% of the outstanding equity and equity equivalents of the Company. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the BCA.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Support Agreement”) is dated as of October 13, 2021, by and among RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“SponsorCo”), the Persons set forth on Schedule I hereto (the “Insiders” and together with SponsorCo, each, a “Sponsor” and, together, the “Sponsors”), RedBall Acquisition Corp., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “Parent”), and SeatGeek, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • December 13th, 2021 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of December 12, 2021, by and among REDBALL ACQUISITION CORP., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below) (such entity, including after its continuation as a Delaware corporation, “Parent”), SHOWSTOP MERGER SUB I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), SHOWSTOP MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub” and together with Parent and First Merger Sub, the “Parent Entities”), and SEATGEEK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among REDBALL ACQUISITION CORP., SHOWSTOP MERGER SUB I INC., SHOWSTOP MERGER SUB II LLC AND SEATGEEK, INC. dated as of October 13, 2021Business Combination Agreement and Plan of Reorganization • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of October 13, 2021, by and among RedBall Acquisition Corp., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “Parent”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and SeatGeek, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • New York
THIS AMENDED AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among (i) SeatGeek, Inc., a Delaware corporation (the “Company”) (formerly known as RedBall Acquisition Corp. (“RedBall”), a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), (ii) RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Sponsor”), (iii) certain former stockholders of the entity formerly known as SeatGeek, Inc., a Delaware corporation (“Legacy SeatGeek”) set forth on Schedule I hereto (the “SeatGeek Holders” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, a “Holder” and collectively the “Holders”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2020 (the “Amendment Effective Date”), is entered into by and among SeatGeek, Inc., a Delaware corporation (“Parent”), and each of its Qualified Subsidiaries (individually and collectively, “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto as Lender, and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, together with its successors and assigns in such capacity, “Agent”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement and Plan of Reorganization • March 30th, 2022 • RedBall Acquisition Corp. • Services-miscellaneous amusement & recreation • Delaware
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of March 28, 2022, by and among REDBALL ACQUISITION CORP., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (as defined below) (such entity, including after its continuation as a Delaware corporation, “Parent”), SHOWSTOP MERGER SUB I INC., a Delaware corporation and a wholly owned subsidiary of Parent (“First Merger Sub”), SHOWSTOP MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub” and together with Parent and First Merger Sub, the “Parent Entities”), and SEATGEEK, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
REDBALL ACQUISITION CORP. New York, NY 10065Letter Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RedBall Acquisition Corp. a Cayman Islands exempted Company (the “Company”) and RedBird Capital Partners Management LLC (the “Management Company”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This subscription agreement (this “Backstop Subscription Agreement”) is entered into on October 13, 2021, by and between RedBall Acquisition Corp., a Cayman Islands exempted company which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “Parent”), and RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Backstop Subscriber”). Capitalized terms used but not otherwise defined in this Backstop Subscription Agreement shall have the meanings ascribed thereto in the Business Combination Agreement.
REDBALL ACQUISITION CORP. New York, NY 10065Letter Agreement • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RedBall Acquisition Corp. a Cayman Islands exempted Company (the “Company”) and RedBird Capital Partners Management LLC (the “Management Company”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of July [•], 2020, among RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This subscription agreement (this “Subscription Agreement”) is entered into on October 13, 2021, by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This WARRANT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 13, 2021, by and between SeatGeek, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
RETAINER AGREEMENTRetainer Agreement • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • California
This Retainer Agreement (this “Agreement”) is made this 26 day of July 2020, by and between Rice, Hadley, Gates & Manuel LLC, a California limited liability company (“RHGM”) and RedBall Acquisition Corp., a Cayman Islands exempted company (“Client” or “the Company”).
