INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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. 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 • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 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 • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 • July 28th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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 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
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”).
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”).
