32,500,000 Units Marquee Raine Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 17, 2020, by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (the “Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
ENJOY TECHNOLOGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2021 • Enjoy Technology, Inc./De • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between Enjoy Technology, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 17, 2020, by Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (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”).
WARRANT AGREEMENT between MARQUEE RAINE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 17, 2020Warrant Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between Marquee Raine Acquisition Corp., 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”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
AGREEMENT AND PLAN OF MERGER by and among MARQUEE RAINE ACQUISITION CORP., MRAC MERGER SUB CORP., and ENJOY TECHNOLOGY INC. dated as of April 28, 2021Merger Agreement • April 28th, 2021 • Marquee Raine Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of April 28, 2021 (this “Agreement”), is made and entered into by and among Marquee Raine Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), MRAC Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Enjoy Technology Inc., a Delaware corporation (the “Company”).
Marquee Raine Acquisition Corp. New York, NY 10022Underwriting Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the underwriter listed on Schedule I thereto (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Enjoy Technology, Inc.Employment Agreement • October 22nd, 2021 • Enjoy Technology, Inc./De • Services-business services, nec
On behalf of Enjoy Technology, Inc. (the “Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, and will be effective as of October 15, 2021 (the “Effective Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 28th, 2021 • Marquee Raine Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of April 28, 2021, by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) which, as part of the Transaction (as defined below) will deregister as a Cayman Islands exempted company and continue and domesticate as a corporation incorporated under the laws of Delaware in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the Cayman Islands Companies Law (2018 Revision) (the “Domestication”), 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).
Marquee Raine Acquisition Corp. New York, NY 10022Securities Subscription Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on October 28, 2020 by and between Marquee Raine Acquisition Sponsor GP Ltd. as general partner of Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,312,500 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”).
ContractNote Agreement • May 16th, 2022 • Enjoy Technology, Inc./De • Services-business services, nec • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated November 10, 2020 (this “Agreement”), is made by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Marquee Raine Acquisition Sponsor GP Ltd. as general partner of Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Subscriber”).
EQUITY FEE AGREEMENTEquity Fee Agreement • October 22nd, 2021 • Enjoy Technology, Inc./De • Services-business services, nec • Delaware
This EQUITY FEE AGREEMENT (this “Agreement”) is entered into on October 15, 2021, by and between Enjoy Technology, Inc., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC (“CS”).
LEASELease • March 25th, 2022 • Enjoy Technology, Inc./De • Services-business services, nec • California
April 28, 2021Sponsor Agreement • April 28th, 2021 • Marquee Raine Acquisition Corp. • Blank checks
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), to be dated as of the date hereof, by and among Marquee Raine Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), MRAC Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror, and Enjoy Technology Inc., a Delaware corporation (the “Company”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by Acquiror and Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”), in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 1st, 2022 • Legacy EJY, Inc. • Services-business services, nec
This Second Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into as of this 28th day of August, 2022, by and Asurion, LLC, a Delaware limited liability company (“Buyer”), and Enjoy Technology, Inc., a Delaware corporation (“Enjoy”), Enjoy Technology Operating Corp., a Delaware corporation (“Enjoy Operating”) and Enjoy Technology LLC, a Delaware limited liability company (“Enjoy LLC” and, together with Enjoy and Enjoy Operating, each a “Seller” and, collectively, “Sellers”). Buyer and Sellers are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized but undefined terms in this Amendment shall have the meanings given them in the Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 25, 2022 (and as previously amended by that certain First Amendment to the Purchase Agreement, dated as of August 1, 2022), by and among the Parties.
September 13, 2021Sponsor Agreement • September 14th, 2021 • Marquee Raine Acquisition Corp. • Services-business services, nec
ASSET PURCHASE AGREEMENT by and between ASURION, LLC and ENJOY TECHNOLOGY, INC., ENJOY TECHNOLOGY OPERATING CORP., and ENJOY TECHNOLOGY LLC dated as of July 25, 2022Asset Purchase Agreement • July 29th, 2022 • Enjoy Technology, Inc./De • Services-business services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2022 by and between Asurion, LLC, a Delaware limited liability company (“Buyer”), and Enjoy Technology, Inc., a Delaware corporation (“Enjoy”), Enjoy Technology Operating Corp., a Delaware corporation (“Enjoy Operating”) and Enjoy Technology LLC, a Delaware limited liability company (“Enjoy LLC” and, together with Enjoy and Enjoy Operating, each a “Seller” and, collectively, “Sellers”). Capitalized terms used but not defined in the context in which they are used shall have the respective meanings assigned to such terms in Section 12.16.
SENIOR SECURED CREDIT, GUARANTY AND SECURITY AGREEMENT BY AND AMONG ENJOY TECHNOLOGY, INC., ENJOY TECHNOLOGY OPERATING CORP., ENJOY TECHNOLOGY LLC, THE OTHER PERSONS FROM TIME TO TIME PARTY HERETO AS BORROWERS, THE OTHER PERSONS FROM TIME TO TIME...Credit Agreement • June 30th, 2022 • Enjoy Technology, Inc./De • Services-business services, nec • Tennessee
THIS SENIOR SECURED CREDIT, GUARANTY AND SECURITY AGREEMENT (the “Agreement”), is made and entered into as of the 29th day of June, 2022 (the “Closing Date”), by and between Enjoy Technology, Inc., a Delaware corporation (“Enjoy”), Enjoy Technology Operating Corp., a Delaware corporation (“Enjoy Operating”), Enjoy Technology LLC, a Delaware limited liability company (“Enjoy LLC” and together with Enjoy, Enjoy Operating and each other Person who joins in the execution hereof after the Closing Date as a borrower pursuant to the terms hereunder, each individually a “Borrower” and collectively “Borrowers”), the other Loan Parties party hereto, and Asurion, LLC, a Delaware limited liability company (“Asurion” or “Lender”).
Chief Executive Officer Enjoy Technology, Inc. 3240 Hillview Avenue Palo Alto, CA 94304 Re: Agreement for the Provision of Interim Management Services Dear Mr. Johnson:Agreement for the Provision of Interim Management Services • October 14th, 2022 • Legacy EJY, Inc. • Services-business services, nec • New York
This letter, together with the attached Schedule(s), Exhibit and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC (“APS”), and Enjoy Technology, Inc. and certain of its affiliates and subsidiaries (the “Company”) for the engagement of APS to provide certain temporary employees to the Company to assist the Company in its restructuring as described below.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 14th, 2021 • Marquee Raine Acquisition Corp. • Services-business services, nec
This SECOND AMENDMENT (this “Amendment”), to the Agreement and Plan of Merger, dated as of April 28, 2021 and amended on July 23, 2021 (the “Merger Agreement”), by and among Marquee Raine Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), MRAC Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror, and Enjoy Technology Inc., a Delaware corporation, is dated as of September 13, 2021. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Merger Agreement.
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • September 14th, 2021 • Marquee Raine Acquisition Corp. • Services-business services, nec • Delaware
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of September 13, 2021, by and between Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the “Company”) which, as part of the Transaction (as defined below) will deregister as a Cayman Islands exempted company and continue and domesticate as a corporation incorporated under the laws of Delaware in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the Cayman Islands Companies Law (2018 Revision) (the “Domestication”), 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).
MARQUEE RAINE ACQUISITION CORP.Office Space and Administrative Services Agreement • December 18th, 2020 • Marquee Raine Acquisition Corp. • Blank checks
This letter will confirm our agreement that, as of the effective date of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Marquee Raine Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement), Marquee Raine Acquisition Sponsor LP or an affiliate thereof shall take steps, directly or indirectly, to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 65 East 55th Street, 24th Floor, New York, NY 10022 (or any successor location). Marquee Raine Acquisition Sponsor LP hereby agrees that the aforementioned services shall be provided free of charge, but will be reimbursed for out-of-pocket expenses incurred in connection with such services. Mar
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 14th, 2022 • Legacy EJY, Inc. • Services-business services, nec
This First Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into as of this 1st day of August, 2022, by and Asurion, LLC, a Delaware limited liability company (“Buyer”), and Enjoy Technology, Inc., a Delaware corporation (“Enjoy”), Enjoy Technology Operating Corp., a Delaware corporation (“Enjoy Operating”) and Enjoy Technology LLC, a Delaware limited liability company (“Enjoy LLC” and, together with Enjoy and Enjoy Operating, each a “Seller” and, collectively, “Sellers”). Buyer and Sellers are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized but undefined terms in this Amendment shall have the meanings given them in the Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 25, 2022, by and among the Parties.
MARQUEE RAINE ACQUISITION CORP.Office Space and Administrative Services Agreement • November 27th, 2020 • Marquee Raine Acquisition Corp. • Blank checks
