REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 14, 2021, between Chicken Soup for the Soul Entertainment Inc. (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
10,400,000 Principal AmountUnderwriting Agreement • April 22nd, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), confirms its respective agreements with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and each of the other underwriters named in Schedule I (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Ladenburg is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Company’s 9.50% Senior Unsecured Notes due 2025 (the “Notes”), set forth in Schedule I, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase up to an aggregate of $1,560,000 additional principal amount of notes to cover over-allotments, if any, on the terms set forth in Section 2(b) (this “Agreement”). The aggregate $10,400
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 20th, 2021 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2021, between Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. Common Stock (par value $0.0001 per share) 9.75% Series A Cumulative Redeemable Preferred Stock (par value $0.0001 per share) At Market Issuance Sales AgreementChicken Soup for the Soul Entertainment, Inc. • June 9th, 2020 • Services-allied to motion picture production • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2023 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
The undersigned, Chicken Soup for the Soul Entertainment, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Chicken Soup for the Soul Entertainment, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2023 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2023, is made by and between CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2023, is entered into by and between CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WARRANT AGREEMENTWarrant Agreement • November 24th, 2020 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 23, 2020, is entered into by and between Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 11, 2022 among CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. as Primary Borrower, REDBOX AUTOMATED RETAIL, LLC, as Original Borrower THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC, as...Credit Agreement • August 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 11, 2022 (this “Agreement”), among CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC., a Delaware corporation (the “Primary Borrower”), REDBOX AUTOMATED RETAIL, LLC, a Delaware limited liability company (the “Original Borrower”, and together with the Primary Borrower, individually, a “Borrower” and, collectively, the “Borrowers”), 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).
CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of May 21, 2021 by and among CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. AND THE OTHER BORROWERS REFERRED TO HEREIN, THE OTHER CREDIT PARTIES REFERRED TO HEREIN and MIDCAP FINANCIAL TRUST, as...Credit, Security and Guaranty Agreement • May 27th, 2021 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
THIS CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of May 21, 2021, by and among CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC., a Delaware corporation (“Parent”), the other Borrowers and Credit Parties (each as defined below) from time to time party hereto, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
This Agreement, made and entered into as of the ______ day of __________, 2017 (“Agreement”), by and between Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (“Corporation”), and __________________________ (“Indemnitee”):
Class A Common Stock CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
Guggenheim Securities, LLC As Representative of the several Underwriters named in Schedule I attached hereto c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017
ContractRegistration Rights Agreement • May 15th, 2019 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
NEITHER THIS WARRANT NOR THE CLASS A COMMON STOCK THAT MAY BE ACQUIRED UPON THE EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE CONTRIBUTION AGREEMENT UNDER WHICH IT WAS ISSUED (AND THE REGISTRATION RIGHTS AGREEMENT AND EQUITY COVENANT AGREEMENT REFERRED TO THEREIN) SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE WARRANT AND WARRANT SHARES (AS DEFINED BELOW). THIS WARRANT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER OF THIS WARRANT AND/OR THE WARRANT SHARES.
Put Option Closing AgreementPut Option Closing Agreement • April 19th, 2024 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production
This Put Option Closing Agreement (this “Closing Agreement”), dated January 13, 2021, is entered into by and among Crackle Plus, LLC (“Crackle Plus”), Chicken Soup for the Soul Entertainment, Inc. (“CSSE”) and CPE Holdings Inc. (“CPEH”), as successor-in-interest to Crackle, Inc. (“Crackle”).
Subscription AgreementSubscription Agreement • April 8th, 2019 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production
This subscription agreement (this “Subscription”) is dated April 5, 2019, by and between the investor identified on the signature page hereto (the “Investor”) and Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
AMENDMENTChicken Soup for the Soul Entertainment, Inc. • April 19th, 2024 • Services-allied to motion picture production
Amendment, dated as of March 15, 2021, to the Management Services Agreement, dated May 12, 2016, by and among Chicken Soup for the Soul Entertainment , Inc. (“Service Recipient”), and Chicken Soup for the Soul, LLC (“Parent”), and the subsidiaries of Service Recipients listed on Schedule A to the Agreement.
Limited Liability Company Agreement of RB Second Merger Sub LLCLimited Liability Company Agreement • August 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
This Limited Liability Company Agreement (the "Agreement") of RB Second Merger Sub LLC (the "Company"), effective as of May 6, 2022 (the "Effective Date"), is entered into by and between the Company and Chicken Soup for the Soul Entertainment, Inc., as the sole member of the Company (the "Member").
STOCK OPTION AGREEMENTStock Option Agreement • October 6th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
THIS STOCK OPTION AGREEMENT is made as of the _____ day of ___________, 202___ (the “Grant Date”) by and between Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), and ___________________ (“Grantee”).
ESCROW AGREEMENTEscrow Agreement • July 11th, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
AGREEMENT made this __ day of _____________, 2017, by and among Chicken Soup for the Soul Entertainment, Inc. (the “Issuer”), the representative of the Joint Bookrunning Agents (“Joint Bookrunning Manager”) whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
JOINT BookRunning Manager AGREEMENTJoint Bookrunning Manager Agreement • July 11th, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
LIMITED LIABILITY COMPANY AGREEMENT among LANDMARK STUDIO GROUP LLC and CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC., COLE INVESTMENTS VII, LLC, DAVID OZER, LEGEND CAPITAL MANAGEMENT, LLC and KEVIN V. DUNCAN dated as of October 11, 2019 LIMITED...Limited Liability Company Agreement • October 18th, 2019 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
This Limited Liability Company Agreement of LANDMARK STUDIO GROUP LLC, a Delaware limited liability company (the “Company”), is entered into as of October 11, 2019 (“Effective Date”) by and among the Company, CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC., a Delaware corporation (“CSSE”), COLE INVESTMENTS VII, LLC, a Delaware limited liability company (“Cole”), DAVID OZER, an individual (“Ozer”), LEGEND CAPITAL MANAGEMENT, LLC, a New York limited liability company (“Legend”), and KEVIN V. DUNCAN, an individual (“Duncan”).
WARRANT ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption and Amendment Agreement • August 12th, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
This Warrant Assumption and Amendment Agreement (this “Agreement”) is made as of August 11, 2022, by and among Redbox Entertainment Inc., a Delaware corporation, f/k/a Seaport Global Acquisition Corp. (the “Company”), Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“CSSE”), and Continental Stock Transfer & Trust Company, a New York corporation (“CST”).
Lock-Up AgreementChicken Soup for the Soul Entertainment, Inc. • June 21st, 2017 • Services-allied to motion picture production • New York
Reference is hereby made to the proposed Joint Bookrunning Manager Agreement (the “Agreement”), to be dated and executed on or before the qualification date of the Offering to which the Agreement relates, among Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), the Selling Stockholders parties to the Agreement and the Managers parties to the Agreement. The Agreement provides for the Regulation A, Tier 2 offering (“Offering”) of shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”).
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
Lock-Up AgreementChicken Soup for the Soul Entertainment, Inc. • June 21st, 2017 • Services-allied to motion picture production • New York
As Representative of the Joint Bookrunning Managers (“Managers”) named in the Joint Bookrunning Manager Agreement referred to below.
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”).
CONTRIBUTION AGREEMENTContribution Agreement • September 21st, 2016 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
THIS CONTRIBUTION AGREEMENT (“Agreement”), dated as of May 12, 2016, is made and entered into by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), on the one hand, and Chicken Soup for the Soul Productions, LLC, a Connecticut limited liability company (“CSS Productions”), and Chicken Soup for the Soul LLC, a Connecticut limited liability company (“CSS” and, together with CSS Productions, the “Contributors”), on the other hand.
Subscription AgreementSubscription Agreement • March 12th, 2019 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production
This subscription agreement (this “Subscription”) is dated March 8, 2019, by and between the investor identified on the signature page hereto (the “Investor”) and Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (the “Company”), whereby the parties agree as follows:
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
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 28th, 2018 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Connecticut
THIS STOCK PURCHASE AGREEMENT (“Agreement”), is entered into as of August 14, 2018, by and among Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (“Buyer”), Pivotshare, Inc., a Delaware corporation (“Pivotshare”), Adam Mosam, the principal stockholder of Pivotshare (“Mosam”), Townsgate Media Fund, LLC (“Townsgate”), GGW Investment Partnership No. 1, LP (“GGW”) and collectively with Mosam and Townsgate, the “Key Holders”) and each of the other stockholders of Pivotshare, all of whom are signatories to this Agreement (the “Other Stockholders” and collectively with the Key Holders, the “Stockholders”). The parties to this Agreement are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement shall have the meaning ascribed to them when first used or as set forth in Section 8.9 of this Agreement.
FIRST SUPPLEMENTAL INDENTURE between CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. and as Trustee Dated as of July 17, 2020 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 22nd, 2020 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of July 17, 2020, is between Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
STOCK CUSTODY AGREEMENT for Sale of Shares of Class A Common Stock of Chicken Soup for the Soul Entertainment, Inc.Stock Custody Agreement • June 21st, 2017 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • New York
Definitive Agreement to Acquire 1091 Pictures Signed by Chicken Soup for the Soul EntertainmentDefinitive Agreement • March 3rd, 2022 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production
COS COB, CT – March 2, 2022 – Chicken Soup for the Soul Entertainment, Inc. (Nasdaq: CSSE) (“the Company”), one of the largest operators of streaming advertising-supported video-on-demand (“AVOD”) networks, today announced the signing of a definitive agreement to acquire the assets of 1091 Media, LLC comprising its distribution business known as “1091 Pictures”.
ContractChicken Soup for the Soul Entertainment, Inc. • June 28th, 2017 • Services-allied to motion picture production • Delaware
NEITHER THIS WARRANT NOR THE COMMON STOCK THAT MAY BE ACQUIRED UPON THE EXERCISE HEREOF (“WARRANT SHARES”) HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT UNDER WHICH IT WAS ISSUED SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE WARRANT AND WARRANT SHARES. THIS WARRANT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER OF THIS WARRANT AND/OR THE WARRANT SHARES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2019 • Chicken Soup for the Soul Entertainment, Inc. • Services-allied to motion picture production • Delaware
AGREEMENT dated as of July 23, 2019 between Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (“CSSE”), and _________________ (“Investor”).
