INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 12, 2020 by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RedBall Acquisition Corp. 50,000,000 Units Underwriting AgreementUnderwriting Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 50,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 7,500,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 12, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2020, is by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2020, is made and entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
RedBall Acquisition Corp. 16th Floor New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, a New York limited liability company in its capacity as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment
REDBALL ACQUISITION CORP. New York, NY 10065Letter Agreement • August 18th, 2020 • RedBall Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RedBall Acquisition Corp. a Cayman Islands exempted Company (the “Company”) and RedBird Capital Partners Management LLC (the “Management Company”), 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”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
