Sports Entertainment Acquisition Corp. 40,000,000 Units Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
Sports Entertainment Acquisition Corp. a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriter shall mean either the singular o
SPORTS ENTERTAINMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [•], 2020Warrant Agreement • September 28th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Sports Entertainment Acquisition Corp. Golden Bear Plaza, 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408Securities Subscription Agreement • September 14th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Sports Entertainment Acquisition Holdings LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of October 2, 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of October 1, 2020, is entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
SPORTS ENTERTAINMENT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 6, 2020Warrant Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 6, 2020, is by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 7th, 2020 • Sports Entertainment 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 or proposed to be entered into by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and PJT Partners LP, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a
Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 22nd, 2020 • Sports Entertainment 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 or proposed to be entered into by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and PJT Partners LP, as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and PJT Partners Holdings LP (“PJT”, and together with the Sponsor and the other parties listed on the signature pages hereto and 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Registration Rights Agreement, this “Registration Rights Agreement”), dated as of [•] (the “Effective Date”), is made by and among (i) Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”); (ii) SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“SGHC”); (iii) each of the parties listed on Schedule 1-A attached hereto (collectively, the “SGHC Holders”); (iv) each of the parties listed on Schedule 1-B attached hereto (collectively, the “Sponsor Holders”); (v) Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“PubCo”); (vi) Sports Entertainment Acquisition Corporation, a Delaware corporation (“SEAC”); and (vii) any person or entity who
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 6, 2020, is made and entered into by and among Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and PJT Partners Holdings LP (“PJT”, and together with the Sponsor and the other parties listed on the signature pages hereto and 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”).
FOUNDER HOLDERS DEFERRAL AGREEMENTFounder Holders Deferral Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of April 23, 2021, by and among Sports Entertainment Acquisition Corporation, a Delaware corporation (“SEAC”), Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“NewCo”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“SGHC”), Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”) and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) (as may be further amended, restated, amended and restated, modified, or supplemented from to time, the “Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
FOUNDER HOLDERS CONSENT LETTERFounder Holders Consent Letter • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • Delaware
This FOUNDER HOLDERS CONSENT LETTER (this “Consent”) is entered into as of April 23, 2021, between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of Guernsey (“NewCo”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of Guernsey (the “Company”), Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company ( “Sponsor”), and each holder (each, a “Founder Holder” and, collectively, the “Founder Holders”) of the issued and outstanding shares of Class B common stock of SEAC, par value $0.0001 per share (the “SEAC Class B Common Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 23, 2021, by and between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“Topco”), Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), and the undersigned, a shareholder of Topco (the “Shareholder”). Each of the Company, Topco, SEAC and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the BCA (defined below).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 23, 2021, by and among (i) Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), (ii) SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), (iii) Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“NewCo”), (iv) Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”), and (v) Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”). Each of SEAC, the Company, NewCo, Merger Sub and Sponsor is also referred to herein as a “Party” and, collectively, as the “Parties”.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
In consideration of my engagement as a member of the Board of Directors (the “Board”) of Super Group (SGHC) Limited (the “Company”), the compensation and other benefits provided to me by the Company during my engagement as a member of the Company’s Board, and the Company’s agreement to provide me with access to its confidential information (as defined below), I enter into this Restrictive Covenant Agreement with the Company (the “Agreement”). Accordingly, in consideration of the mutual promises and covenants contained herein, the Company and I agree as follows:
SHARE FOR SHARE EXCHANGE AGREEMENTShare for Share Exchange Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408Administrative Services Agreement • October 7th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
This letter agreement by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (“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 New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-248798) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408Administrative Services Agreement • September 14th, 2020 • Sports Entertainment Acquisition Corp. • Blank checks • New York
This letter agreement by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the “Company”), and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (“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 New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Exhibit D Lock-Up AgreementLock-Up Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • Delaware
Reference is made to that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of April 23, 2021, by and among Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“NewCo”), Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”), and Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which (i) NewCo and the Company will undergo the Pre-Closing Reorganization which provides for the exchange by the Pre-Closing Holders of all existing ordinary shares of the Company for newly issued ordinary shares of NewCo and (ii) Merger Sub will merge with and into SEAC (the “Merger”),
Sports Entertainment Acquisition Corp. Golden Bear Plaza 11760 US Highway 1, Suite W506 North Palm Beach, FL 33408 Re: Amendment to Letter Agreement Ladies and Gentlemen:Amendment to Letter Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
SHARE BUYBACK AGREEMENTShare Buyback Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
