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:
Exhibit 10.5
[●], 2021
Golden Bear Plaza
00000 XX Xxxxxxx 0, Xxxxx X000
Xxxxx Xxxx Xxxxx, XX 00000
Ladies and Gentlemen:
| i. |
The 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”), with SEAC continuing as the surviving company in the Merger, and after giving effect to the Merger, becoming a wholly-owned subsidiary
of NewCo, on the terms and subject to the conditions set forth in the Business Combination Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Business Combination Agreement.
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| ii. |
The Letter Agreement (the “Agreement”), dated as of October 6, 2020, by and among SEAC, Sponsor, PJT Partners Holdings LP, Xxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxxxxx
and Xxxxxxx Xxxxxxx.
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Effective as of the Closing, this letter agreement shall, without any further action by any party, be deemed to amend the Agreement as more
fully described below:
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Amendment.
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a. Section 7 of the
Agreement is hereby terminated and of no further force and effect.
b. Section 20 of the
Agreement is hereby amended and restated in its entirety as follows:
“This Letter Agreement shall terminate on the earlier of (i) the expiration of the applicable Lock-up Period set forth in that certain
Lock-Up Agreement entered into among NewCo, and each Insider party thereto and (ii) the liquidation of the Company; provided, however, that paragraph 4 of this Letter Agreement shall survive such liquidation.”
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Miscellaneous.
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a. Except as otherwise
expressly provided herein, the Agreement shall continue in full force and effect in accordance with its stated terms and conditions.
b. This letter
agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
[Signature page follows]
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Sincerely,
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SPORTS ENTERTAINMENT ACQUISITION HOLDINGS LLC
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By:
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Name:
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Xxxx Xxxxxxx
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Title:
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Manager
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Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxx
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PJT PARTNERS HOLDINGS LP
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a Delaware limited partnership
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By:
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Name:
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Title:
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Acknowledged and Agreed:
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SPORTS ENTERTAINMENT
ACQUISITION CORP.
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By:
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Name:
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Xxxx Xxxxxxx
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Title:
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Chairman of the Board and
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Chief Financial Officer
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