MERGER AGREEMENT BY AND AMONG CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. (“PARENT”), RB FIRST MERGER SUB INC. (“MERGER SUB INC.”), RB SECOND MERGER SUB LLC (“MERGER SUB LLC”) REDWOOD OPCO MERGER SUB (“OPCO MERGER SUB LLC”), REDBOX ENTERTAINMENT,...Merger Agreement • May 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
THIS MERGER AGREEMENT is made and entered into as of May 10, 2022, by and among Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (“Parent”), RB First Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub Inc.”), RB Second Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub LLC”), Redwood Opco Merger Sub LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Opco Merger Sub LLC”), Redbox Entertainment Inc., a Delaware corporation (“Company”), and Redwood Intermediate LLC, a Delaware limited liability company (“Opco LLC”). The term “Agreement” as used herein refers to this Merger Agreement, as the same may be amended from time to time, and all schedules hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined in the preambles to Articles III and IV hereof, respectively). Capitalized terms used her
AMENDMENT TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production
This Tax Receivable Agreement Amendment (the “Agreement”) is entered into as of May 10, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (“Redbox”), as successor to Seaport Global Acquisition Corp., a Delaware corporation, Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (“Parent”), Redwood Holdco, LP, a Delaware limited partnership (the “TRA Holder”), and Redwood Intermediate, LLC, a Delaware limited liability company (“OpCo”) (such persons, collectively, the “Parties”).
RELEASE AGREEMENTRelease Agreement • May 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
THIS RELEASE AGREEMENT (including any amendments or modifications hereto, this “Release Agreement”) is entered into as of May 10, 2022, by and among (i) Redwood Holdco, LP, a Delaware limited partnership (“Redwood”), AP VIII Aspen Holdings, L.P., a Delaware limited partnership (“Aspen”), and Apollo Global Management, Inc. (“AGM,” and together with Redwood and Aspen, the “Apollo Parties”), (ii) Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (“CSSE”), RB First Merger Sub Inc., a Delaware corporation (“Merger Sub Inc.”), RB Second Merger Sub LLC, a Delaware limited liability company (“Merger Sub LLC”), and Redwood Opco Merger Sub, LLC, a Delaware limited liability company (“Opco Merger Sub LLC,” and together with CSSE, Merger Sub Inc., Merger Sub LLC and Opco Merger Sub LLC, the “CSSE Parties”), (iii) HPS Investment Partners, LLC, a Delaware limited liability company (“HPS”), (iv) Redbox Entertainment Inc., a Delaware corporation (“Redbox”), Redwood Intermediate, LL
CREDIT AGREEMENT12 dated as of [________], 2022 among CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. as Borrower, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC, as Administrative Agent and Collateral AgentCredit Agreement12 • May 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
CREDIT AGREEMENT, dated as of [________], 2022 (this “Agreement”), among CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC., a Delaware corporation (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).
