AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Registration Rights Agreement, this “Registration Rights Agreement”), dated as of [•] (the “Effective Date”), is made by and among (i) Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”); (ii) SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“SGHC”); (iii) each of the parties listed on Schedule 1-A attached hereto (collectively, the “SGHC Holders”); (iv) each of the parties listed on Schedule 1-B attached hereto (collectively, the “Sponsor Holders”); (v) Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“PubCo”); (vi) Sports Entertainment Acquisition Corporation, a Delaware corporation (“SEAC”); and (vii) any person or entity who
FOUNDER HOLDERS DEFERRAL AGREEMENTFounder Holders Deferral Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
Reference is made to that certain Business Combination Agreement, dated as of April 23, 2021, by and among Sports Entertainment Acquisition Corporation, a Delaware corporation (“SEAC”), Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“NewCo”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“SGHC”), 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”) (as may be further amended, restated, amended and restated, modified, or supplemented from to time, the “Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
FOUNDER HOLDERS CONSENT LETTERLetter • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • Delaware
This FOUNDER HOLDERS CONSENT LETTER (this “Consent”) is entered into as of April 23, 2021, between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of Guernsey (“NewCo”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Bailiwick of Guernsey (the “Company”), Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company ( “Sponsor”), and each holder (each, a “Founder Holder” and, collectively, the “Founder Holders”) of the issued and outstanding shares of Class B common stock of SEAC, par value $0.0001 per share (the “SEAC Class B Common Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
This TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 23, 2021, by and between Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“Topco”), Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), and the undersigned, a shareholder of Topco (the “Shareholder”). Each of the Company, Topco, SEAC and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the BCA (defined below).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 23, 2021, by and among (i) Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), (ii) SGHC Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (the “Company”), (iii) Super Group (SGHC) Limited, a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey (“NewCo”), (iv) Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”), and (v) Sports Entertainment Acquisition Holdings LLC, a Delaware limited liability company (“Sponsor”). Each of SEAC, the Company, NewCo, Merger Sub and Sponsor is also referred to herein as a “Party” and, collectively, as the “Parties”.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
In consideration of my engagement as a member of the Board of Directors (the “Board”) of Super Group (SGHC) Limited (the “Company”), the compensation and other benefits provided to me by the Company during my engagement as a member of the Company’s Board, and the Company’s agreement to provide me with access to its confidential information (as defined below), I enter into this Restrictive Covenant Agreement with the Company (the “Agreement”). Accordingly, in consideration of the mutual promises and covenants contained herein, the Company and I agree as follows:
SHARE FOR SHARE EXCHANGE AGREEMENTShare for Share Exchange Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks
Exhibit D Lock-Up AgreementLock-Up Agreement • April 26th, 2021 • Sports Entertainment Acquisition Corp. • Blank checks • Delaware
Reference is made to that certain 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”),
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:Sports Entertainment Acquisition Corp. • April 26th, 2021 • Blank checks
SHARE BUYBACK AGREEMENTSports Entertainment Acquisition Corp. • April 26th, 2021 • Blank checks
