AGREEMENT AND PLAN OF MERGERby and among Vivid Seats Inc.,a Delaware corporation, Viva Merger Sub I, LLC,a Delaware limited liability company,Viva Merger Sub II, LLC,a Delaware limited liability company, Vdc Holdco, LLC,a Delaware limited liability...Merger Agreement • November 7th, 2023 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
Contract Type FiledNovember 7th, 2023 Company Industry JurisdictionThis Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 3, 2023 (the “Agreement Date”), by and among Vivid Seats Inc., a Delaware corporation (“Acquirer”), Viva Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquirer (“Merger Sub I”), Viva Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Acquirer (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), VDC Holdco, LLC, a Delaware limited liability company (the “Company”), Michael Reichartz (“Reichartz”), Adam White (“White”), TZP Capital Partners III-A (Blocker), L.P., a Delaware limited partnership (“Blocker”), and TZP Capital Partners III, L.P., a Delaware limited partnership (“TZP Fund”, and together with Blocker, “TZP”, and together with Blocker, Reichartz and White each, a “Unitholder” and collectively, the “Unitholders”), and Reichartz, in his capacity as the appointed representative of
REGISTRATION RIGHTS AND LOCKUP AGREEMENTRegistration Rights and Lockup Agreement • November 7th, 2023 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
Contract Type FiledNovember 7th, 2023 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AND LOCKUP AGREEMENT (this “Agreement”), dated as of November 3, 2023, is made and entered into by and among Vivid Seats Inc., a Delaware corporation (the “Company”), and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to subsection 6.2.2 (collectively, the “Holders” and each, a “Holder”).