12,500,000 Units1 Seaport Global Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 21st, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Seaport Global Acquisition Corp. New York, New York 10017Securities Subscription Agreement • September 10th, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 24, 2020 by and between Seaport Global SPAC, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Seaport Global Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,593,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 468,750 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:
November 27, 2020 Seaport Global Acquisition Corp.Underwriting Agreement • December 3rd, 2020 • Seaport Global 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 Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 3rd, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 27, 2020, is made and entered into by and among Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), Seaport Global SPAC, LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 3rd, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 27, 2020, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 21st, 2020 • Seaport Global Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 3rd, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 27, 2020, is by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • December 3rd, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 27, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global SPAC, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENT by and between REDBOX ENTERTAINMENT INC. and as IndemniteeIndemnification Agreement • October 28th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
CREDIT AGREEMENT dated as of October 20, 2017 among REDWOOD INTERMEDIATE, LLC, as Holdings, REDBOX AUTOMATED RETAIL, LLC, as Borrower, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC, as Administrative Agent and Collateral AgentCredit Agreement • December 1st, 2021 • Redbox Entertainment Inc. • Services-video tape rental • New York
CREDIT AGREEMENT, dated as of October 20, 2017 (this “Agreement”), among REDWOOD INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), REDBOX AUTOMATED RETAIL, LLC, a Delaware limited liability company (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).
FORM OF NON-EXECUTIVE DIRECTOR RSU AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 27th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Redbox Entertainment Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Redbox Entertainment Inc. 2021 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 22, 2021, by and among Redbox Entertainment Inc. (f/k/a Seaport Global Acquisition Corp.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).
REDBOX ENTERTAINMENT INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 27th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Redbox Entertainment Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Redbox Entertainment Inc. 2021 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
WARRANT ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption and Amendment Agreement • August 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • 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”).
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 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • 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 Amendment • May 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental
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”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of April 15, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (the “Company”), AP VIII Aspen Holdings, L.P., a Delaware limited partnership (“Aspen”), and Redwood Holdco, LP, a Delaware limited partnership (“Redwood LP”) (each of Aspen and Redwood LP are an “Aspen Stockholder”, and collectively, the “Aspen Stockholders”), and Seaport Global SPAC, LLC, a Delaware limited liability company (“Seaport”, and collectively with the Aspen Stockholders, the “Stockholders”). For purposes of this Agreement, the Company, Aspen, Redwood LP and Seaport are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Existing Credit Facility (as defined below).
RELEASE AGREEMENTRelease Agreement • May 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • 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
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 11th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of May 10, 2022 (the “Effective Date”) by and among Redbox Automated Retail, LLC, a Delaware limited liability company (the “Borrower”), Redwood Intermediate LLC, a Delaware limited liability company (“Redwood Intermediate”), Redwood Holdco, LP, a Delaware limited partnership (“Redwood Holdco”), New Outerwall, Inc., a Delaware corporation (“New Outerwall”), Aspen Parent, Inc., a Delaware corporation (“Aspen Parent”), Redbox Entertainment Inc., a Delaware corporation (“RDBX”) and the Agent (as defined below). The Borrower, Redwood Intermediate, Redwood Holdco, New Outerwall, Aspen Parent, RDBX and the Agent are referred to herein as the “Parties” and individually as a “Party.” The Borrower, Redwood Intermediate, Redwood Holdco, New Outerwall, Aspen Parent and RDBX are referred to herein as the “Redbox Parties” and individually as a “Redbox Party.”
SEAPORT GLOBAL ACQUISITION CORP.Administrative Support Agreement • December 3rd, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
This letter agreement by and between Seaport Global Acquisition Corp. (the “Company”) and Seaport Global SPAC, LLC (“Sponsor”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249446) (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”):
FORM OF BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • October 12th, 2021 • Seaport Global Acquisition Corp • Services-video tape rental • New York
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Backstop Subscription Agreement”) is entered into as of October [•], 2021, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
FORM OF NON-EXECUTIVE EMPLOYEE RSU AWARD AGREEMENT REDBOX ENTERTAINMENT INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 27th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [__________], 20[__] (the “Date of Grant”), by and between Redbox Entertainment Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Redbox Entertainment Inc. 2021 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
WAIVER UNDER TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental
This WAIVER UNDER TAX RECEIVABLE AGREEMENT (this “Waiver”) is entered into as of April 15, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (“Redbox”), as successor to Seaport Global Acquisition Corp., a Delaware corporation, Redwood Holdco, LP, a Delaware limited partnership (the “TRA Holder”), and Redwood Intermediate, LLC, a Delaware limited liability company (“OpCo”) (such persons, collectively, the “TRA Parties”).
THE WARRANTS AND THE SECURITIES REPRESENTED BY THE WARRANTS HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND SUCH SECURITIES MAY...Warrant Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
This WARRANT AGREEMENT (this “Agreement”) dated as of April 16, 2022 (the “Effective Date”), is entered into by and between Redbox Entertainment Inc., a Delaware corporation, as issuer (the “Company”) and HPS Lenders (such entities, or their successors or permitted assignees, each a “Holder”, and collectively, the “Holders”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 28th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of the 22nd day of October, 2021, by and among Seaport Global Acquisition Corp., a Delaware corporation (“Seaport”), Redwood Holdco, LP, a Delaware limited partnership (“Seller”), and each of the Persons listed on Schedule A hereto and any additional Person that becomes a party to this Agreement in accordance with Section 7.18 hereof.
INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 6 Dated as of April 15, 2022 among REDWOOD INTERMEDIATE, LLC, as Holdings, REDBOX AUTOMATED RETAIL, LLC, as Borrower, THE SUBSIDIARY LOAN PARTY, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS,...Incremental Assumption and Amendment Agreement • April 28th, 2022 • Redbox Entertainment Inc. • Services-video tape rental • New York
CREDIT AGREEMENT, dated as of October 20, 2017 (this “Agreement”), among REDWOOD INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), REDBOX AUTOMATED RETAIL, LLC, a Delaware limited liability company (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).
SEAPORT HEADER] June 17, 2022Warrant Exercise Letter Agreement • June 17th, 2022 • Redbox Entertainment Inc. • Services-video tape rental
REDWOOD INTERMEDIATE, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 22, 2021Limited Liability Company Agreement • October 28th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
This Fourth Amended and Restated Limited Liability Company Agreement, dated as of October 22, 2021 (this “Agreement”), is entered into by and among Redwood Intermediate, LLC, a Delaware limited liability company (the “Company”), PubCo (as defined below), as Managing Member and on its behalf, and the Members. Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
TAX RECEIVABLE AGREEMENT between Redwood Holdco, LP and Seaport Global Acquisition Corp. and Redwood Intermediate, LLC Dated as of October 22, 2021Tax Receivable Agreement • October 28th, 2021 • Redbox Entertainment Inc. • Services-video tape rental • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of October 22, 2021, and is between Redwood Holdco, LP, a Delaware limited partnership (the “TRA Holder”), Seaport Global Acquisition Corp., a Delaware corporation (“Acquiror”) and Redwood Intermediate, LLC, a Delaware limited liability company (“OpCo”).
SEAPORT GLOBAL ACQUISITION CORP.Administrative Support Agreement • October 21st, 2020 • Seaport Global Acquisition Corp • Blank checks • New York
This letter agreement by and between Seaport Global Acquisition Corp. (the “Company”) and Seaport Global SPAC, LLC (“Sponsor”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249446) (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”):
