VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of April 15, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (the “Company”), AP VIII Aspen Holdings, L.P., a Delaware limited partnership (“Aspen”), and Redwood Holdco, LP, a Delaware limited partnership (“Redwood LP”) (each of Aspen and Redwood LP are an “Aspen Stockholder”, and collectively, the “Aspen Stockholders”), and Seaport Global SPAC, LLC, a Delaware limited liability company (“Seaport”, and collectively with the Aspen Stockholders, the “Stockholders”). For purposes of this Agreement, the Company, Aspen, Redwood LP and Seaport are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Existing Credit Facility (as defined below).
WAIVER UNDER TAX RECEIVABLE AGREEMENTWaiver Under Tax Receivable Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental
This WAIVER UNDER TAX RECEIVABLE AGREEMENT (this “Waiver”) is entered into as of April 15, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (“Redbox”), as successor to Seaport Global Acquisition Corp., a Delaware corporation, Redwood Holdco, LP, a Delaware limited partnership (the “TRA Holder”), and Redwood Intermediate, LLC, a Delaware limited liability company (“OpCo”) (such persons, collectively, the “TRA Parties”).
THE WARRANTS AND THE SECURITIES REPRESENTED BY THE WARRANTS HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND SUCH SECURITIES MAY...Warrant Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
This WARRANT AGREEMENT (this “Agreement”) dated as of April 16, 2022 (the “Effective Date”), is entered into by and between Redbox Entertainment Inc., a Delaware corporation, as issuer (the “Company”) and HPS Lenders (such entities, or their successors or permitted assignees, each a “Holder”, and collectively, the “Holders”).
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 6 Dated as of April 15, 2022 among REDWOOD INTERMEDIATE, LLC, as Holdings, REDBOX AUTOMATED RETAIL, LLC, as Borrower, THE SUBSIDIARY LOAN PARTY, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS,...Incremental Assumption and Amendment Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • New York
CREDIT AGREEMENT, dated as of October 20, 2017 (this “Agreement”), among REDWOOD INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), REDBOX AUTOMATED RETAIL, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS (as defined below) party hereto from time to time, and HPS INVESTMENT PARTNERS, LLC (“HPS”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent (as defined below) for the Secured Parties (as defined below).
