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”).
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.”
