PRIVATE WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 15, 2021Warrant Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 15, 2021, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of October ___, 2021 by and between Vivid Seats Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors or an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
Dealer Manager and Solicitation Agent AgreementVivid Seats Inc. • May 26th, 2022 • Services-miscellaneous amusement & recreation • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 65% of the Warrants, the proposed amendment to the warrant agreement set forth in the Offering Documents (the “Warrant Amendment”) shall be adopted.
SECURITIES AGREEMENTSecurities Agreement • August 16th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS SECURITIES AGREEMENT (this “Agreement”) is made as of November 5, 2018, by and among HOYA TOPCO, LLC, a Delaware limited liability company (the “Company”), and Stanley Chia (“Employee”), an employee of VIVID SEATS, LLC, a Delaware limited liability company (inclusive of any successor, “Employer”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 7 of this Agreement, or if not defined herein, the meanings in the LLC Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2021, is made and entered into by and among Vivid Seats, Inc., a Delaware corporation (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Topco”), and Horizon Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” and, together with Topco and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
EMPLOYMENT AND RESTRICTIVE COVENANTS AGREEMENTEmployment and Restrictive Covenants Agreement • August 16th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation
This Employment and Restrictive Covenants Agreement (the “Agreement”) is made effective April 1st, 2020 (the “Effective Date”), by and between Vivid Seats LLC (together with its affiliates and related companies, hereafter referenced as “Company”) and Lawrence Fey (hereafter referenced as “Employee”).
Vivid Seats Inc. 20,500,000 Shares Class A Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • December 12th, 2023 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
PRIVATE WARRANT AGREEMENT Dated October 18, 2021Warrant Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pursuant to this Agreement who execute valid joinders hereto (Hoya Topco and such permitted transferees, the “Warrantholders”).
Hoya Topco, LLCWarrant Agreement • March 8th, 2024 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation
Hoya Topco, LLCVivid Seats Inc. • March 8th, 2024 • Services-miscellaneous amusement & recreation
FIRST AMENDMENT TO CLASS E SECURITIES AGREEMENT, DATED NOVEMBER 5, 2018, BY AND AMONG HOYA TOPCO, LLC AND STANLEY CHIA AND CLASS B SECURITIES AGREEMENT, DATED SEPTEMBER 1, 2020, BY AND AMONG HOYA TOPCO, LLC AND STANLEY CHIAClass E Securities Agreement • August 16th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into by and among Hoya Topco, LLC (the “Hoya TopCo”), Vivid Seats, LLC and Stanley Chia (“Employee”), an employee of Vivid Seats, LLC, a Delaware limited liability company (inclusive of any successor, “Employer”), to:
AGREEMENT AND PLAN OF MERGERby and among Vivid Seats Inc.,a Delaware corporation, Viva Merger Sub I, LLC,a Delaware limited liability company,Viva Merger Sub II, LLC,a Delaware limited liability company, Vdc Holdco, LLC,a Delaware limited liability...Agreement and Plan of Merger • November 7th, 2023 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 3, 2023 (the “Agreement Date”), by and among Vivid Seats Inc., a Delaware corporation (“Acquirer”), Viva Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquirer (“Merger Sub I”), Viva Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquirer (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), VDC Holdco, LLC, a Delaware limited liability company (the “Company”), Michael Reichartz (“Reichartz”), Adam White (“White”), TZP Capital Partners III-A (Blocker), L.P., a Delaware limited partnership (“Blocker”), and TZP Capital Partners III, L.P., a Delaware limited partnership (“TZP Fund”, and together with Blocker, “TZP”, and together with Blocker, Reichartz and White each, a “Unitholder” and collectively, the “Unitholders”), and Reichartz, in his capacity as the appointed representative of
REGISTRATION RIGHTS AND LOCKUP AGREEMENTRegistration Rights and Lockup Agreement • November 7th, 2023 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS REGISTRATION RIGHTS AND LOCKUP AGREEMENT (this “Agreement”), dated as of November 3, 2023, is made and entered into by and among Vivid Seats Inc., a Delaware corporation (the “Company”), and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to subsection 6.2.2 (collectively, the “Holders” and each, a “Holder”).
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 7th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 2, dated as of July 2, 2018 (this “Amendment”), by and among Hoya Midco, LLC (the “Borrower”), Hoya Intermediate, LLC (“Holdings”), the other Loan Parties listed on the signature pages hereto, each of the Lenders and Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, an Issuing Bank and Swing Line Lender, to the First Lien Credit Agreement, dated as of June 30, 2017 among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended prior to the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 26th, 2022 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
This Tender and Support Agreement (this “Agreement”), dated as of May 26, 2022, is entered into by and among Vivid Seats Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Public Warrant Holders,” and each a “Public Warrant Holder”).
HOYA INTERMEDIATE, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 18, 2021Limited Liability Company Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 18, 2021, by and among the Company, Vivid Seats Inc., a Delaware corporation (“Vivid Seats”), and Hoya Topco, LLC, a Delaware limited liability company (“TopCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
TAX RECEIVABLE AGREEMENT by and among VIVID SEATS INC. HOYA INTERMEDIATE, LLC GTCR MANAGEMENT XI, LLC, as TRA HOLDER REPRESENTATIVE, HOYA TOPCO, LLC, the several BLOCKER TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS (as defined herein) FROM...Tax Receivable Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 18, 2021, is hereby entered into by and among Vivid Seats Inc., a Delaware corporation (the “Corporation”), Hoya Intermediate, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), Hoya TopCo, LLC, a Delaware limited liability company (the “Initial TRA Holder”), the Blocker TRA Holders (as defined below), and each of the other Exchange TRA Holders (as defined below) from time to time party hereto (collectively, and together with the Initial TRA Holder, the Blocker TRA Holders and their respective transferees, the “TRA Holders”).
OFFICE LEASE Between 111 N. CANAL, LLC, as Landlord and VIVID SEATS LTD., as Tenant 111 North Canal Street, Chicago, IllinoisOffice Lease • July 7th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Illinois
THIS LEASE made as of the 30th day of April, 2014 between 111 N. Canal, LLC, a Delaware limited liability company (“Landlord”) and Vivid Seats Ltd., an Illinois corporation (“Tenant”).
PRIVATE WARRANT AGREEMENT Dated October 18, 2021Warrant Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Vivid Seats Inc., a Delaware corporation (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pursuant to this Agreement who execute valid joinders hereto (Hoya Topco and such permitted transferees, the “Warrantholders”).
OFFICE LEASE by and between BSREP II SS CHICAGO LLC, as Landlord, and VIVID SEATS LLC, as Tenant 24 East Washington Street Chicago, IllinoisOffice Lease • December 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Illinois
THIS OFFICE LEASE (“Lease” or “lease”) is made as of the ____21___ day of _____December_____, 2021, between BSREP II SS CHICAGO LLC, a Delaware limited liability company (“Landlord”), and VIVID SEATS LLC, a Delaware limited liability company (“Tenant”).
HOYA INTERMEDIATE, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 18, 2021Limited Liability Company Agreement • March 7th, 2023 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 18, 2021, by and among the Company, Vivid Seats Inc., a Delaware corporation (“Vivid Seats”), and Hoya Topco, LLC, a Delaware limited liability company (“TopCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 7th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
AMENDMENT NO. 1, dated as of March 28, 2018 (this “Amendment”), by and among Hoya Midco, LLC (the “Borrower”), Hoya Intermediate, LLC (“Holdings”), the other Loan Parties listed on the signature pages hereto, each of the Lenders, Barclays Bank PLC, as the New Lender (as defined below), and Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, an Issuing Bank and Swing Line Lender, to the First Lien Credit Agreement, dated as of June 30, 2017 among the Borrower, Holdings, the Administrative Agent, and each lender from time to time party thereto (as amended prior to the date hereof, the “Credit Agreement” and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein.
FIRST AMENDMENT TO CLASS D SECURITIES AGREEMENT, DATED SEPTEMBER 1, 2020, BY AND AMONG HOYA TOPCO, LLC AND LAWRENCE FEY AND CLASS B SECURITIES AGREEMENT, DATED SEPTEMBER 1, 2020, BY AND AMONG HOYA TOPCO, LLC AND LAWRENCE FEYClass D Securities Agreement • August 16th, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into by and among Hoya Topco, LLC (the “Hoya TopCo”), Vivid Seats, LLC and Lawrence Fey (“Employee”), an employee of Vivid Seats, LLC, a Delaware limited liability company (inclusive of any successor, “Employer”), to:
STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • March 8th, 2024 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
This STOCK OPTION CANCELLATION Agreement (this “Agreement”) is made and entered into on [•] (the “Effective Date”) between Vivid Seats Inc., a Delaware corporation (the “Company”) and [•] (“Optionee”).
PURCHASE, SALE AND REDEMPTION AGREEMENT by and among HOYA TOPCO, LLC, HOYA INTERMEDIATE, LLC, THE BLOCKER SELLERS PARTY HERETO, THE CRESCENT HOLDERS PARTY HERETO, CRESCENT CAPITAL GROUP, LP (IN ITS CAPACITY AS CRESCENT REPRESENTATIVE) AND, SOLELY FOR...Purchase, Sale and Redemption Agreement • May 28th, 2021 • Vivid Seats Inc. • Delaware
This Purchase, Sale and Redemption Agreement, dated as of April 21, 2021 (this “Agreement”), is made and entered into by and among Hoya Topco, LLC, a Delaware limited liability company (“Topco”), Hoya Intermediate, LLC, a Delaware limited liability company (“Intermediate”), Vivid Seats Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate (“VS PubCo” and collectively with Topco and Intermediate, the “VS Entities”), the entities identified as “Blocker Sellers” on Exhibit B hereto (collectively, the “Blocker Sellers” and each a “Blocker Seller”), the entities identified as “Crescent Blockers” on Exhibit A hereto (collectively, the “Crescent Blockers” and each a “Crescent Blocker”), the entities identified as “Redeemed Crescent Parties” on Exhibit A hereto (collectively, the “Redeemed Crescent Parties” and each a “Redeemed Crescent Party”), Crescent Capital Group, LP , solely in its capacity as the Crescent Representative, and, solely for purposes of Section 9.
