INDEMNITY AGREEMENTIndemnity Agreement • August 12th, 2020 • Horizon Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 12th, 2020 • Horizon Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
50,000,000 Units Horizon Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2020 • Horizon Acquisition Corp • Blank checks • New York
EAC Holdings Inc. Greenwich, CT 06830Horizon Acquisition Corp • August 12th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on June 18, 2020 by and between EACS, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and EAC Holdings Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 14,375,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,875,000 of which are subject to surrender and cancellation 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 • August 26th, 2020 • Horizon Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 20, 2020, is entered into by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Horizon Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 25, 2020Warrant Agreement • August 26th, 2020 • Horizon Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 20, 2020, is by and between Horizon Acquisition Corporation, 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 26th, 2020 • Horizon Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2020, is made and entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Horizon Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
Horizon Acquisition Corporation Greenwich, CT 06830Letter Agreement • August 12th, 2020 • Horizon Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (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 pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering p
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2020 • Horizon Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 25, 2020 by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • August 12th, 2020 • Horizon Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Horizon Acquisition Corporation, 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”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Horizon Acquisition Corp., a Cayman Islands exempted company (“Horizon”), Vivid Seats Inc., a Delaware corporation (“VS PubCo”), which is a direct wholly owned subsidiary of Hoya Intermediate, LLC, a Delaware limited liability company (“Hoya”), and the undersigned subscriber (the “Investor”), in connection with the Transaction Agreement (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Transaction Agreement”), dated as of April 21, 2021 by and among Horizon, Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Hoya Topco, LLC, a Delaware limited liability company (“Topco”), Hoya, and VS PubCo pursuant to which, among other things, Horizon will merge with and into VS PubCo (the “Merger”), the separate corporate existence of Horizon will cease and VS PubCo will be the survi
TRANSACTION AGREEMENT by and amongLimited Liability Company Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), is entered into as of [ • ], 2021, by and among the Company, Vivid Seats Inc., a Delaware corporation (“Vivid Seats”), and Hoya Topco, LLC, a Delaware limited liability company (“TopCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
Horizon Acquisition Corporation Greenwich, CT 06830Letter Agreement • August 26th, 2020 • Horizon Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (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 pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering p
HORIZON ACQUISITION CORPORATION 600 Steamboat Road, Suite 200 Greenwich, CT 06830Horizon Acquisition Corp • August 26th, 2020 • Blank checks • New York
SPONSOR AGREEMENTSponsor Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks
Reference is made to that certain Transaction Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”) by and among Horizon Acquisition Corporation, a Cayman Islands exempted company (“Horizon”), Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Hoya Topco, LLC, a Delaware limited liability company (the “Company”), Hoya Intermediate, LLC, a Delaware limited liability company (“Intermediate”), and Vivid Seats Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate (“VS PubCo” and collectively with the Company and Intermediate, the “VS Entities”) This sponsor agreement (this “Sponsor Agreement”) is being entered into and delivered by the Company, Horizon, Sponsor and Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”), in connection with the transactions contemplated by the Transaction Agreement. Capitalized terms used but not otherwi
HORIZON ACQUISITION CORPORATION 600 Steamboat Road, Suite 200 Greenwich, CT 06830Horizon Acquisition Corp • August 12th, 2020 • Blank checks • New York
EXCHANGE AGREEMENTExchange Agreement • April 26th, 2021 • Horizon Acquisition Corp • Blank checks • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2021, by and between Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”) and Horizon Acquisition Corporation, a Cayman Islands exempted company (“Horizon”).
