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
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”).
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
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”).
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”):
