STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Horizon Acquisition Corp., a Cayman Islands exempted company (“Horizon”), Vivid Seats Inc., a Delaware corporation (“VS PubCo”), which is a direct wholly owned subsidiary of Hoya Intermediate, LLC, a Delaware limited liability company (“Hoya”), and the undersigned subscriber (the “Investor”), in connection with the Transaction Agreement (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Transaction Agreement”), dated as of April 21, 2021 by and among Horizon, Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Hoya Topco, LLC, a Delaware limited liability company (“Topco”), Hoya, and VS PubCo pursuant to which, among other things, Horizon will merge with and into VS PubCo (the “Merger”), the separate corporate existence of Horizon will cease and VS PubCo will be the survi
TRANSACTION AGREEMENT by and amongLimited Liability Company Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • 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 [ • ], 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.
SPONSOR AGREEMENTSponsor Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks
Reference is made to that certain Transaction Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”) by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (“Horizon”), Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Hoya Topco, LLC, a Delaware limited liability company (the “Company”), Hoya Intermediate, LLC, a Delaware limited liability company (“Intermediate”), and Vivid Seats Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate (“VS PubCo” and collectively with the Company and Intermediate, the “VS Entities”) This sponsor agreement (this “Sponsor Agreement”) is being entered into and delivered by the Company, Horizon, Sponsor and Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”), in connection with the transactions contemplated by the Transaction Agreement. Capitalized terms used but not otherwi
EXCHANGE AGREEMENTExchange Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2021, by and between Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”) and Horizon Acquisition Corporation, a Cayman Islands exempted company (“Horizon”).
