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.
