FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among SIGNA Sports United B.V., a Netherlands private limited liability company, to be renamed to SIGNA Sports United N.V. (the “Company”), Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of SIGNA Sports United GmbH, a German limited liability company (the “Target”), set forth on Schedule 1 hereto (such stockholders, the “Target Holders”), Christel Sicé and Yusef Jackson (the “Director Holders”), certain sellers of Mapil Topco Limited, a private company limited by shares incorporated in England and Wales, set forth on Schedule 2 hereto (the “Wiggle Holders”), and the parties set forth on Schedule 3 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Target Holders, the Dire
SUBSCRIPTION AGREEMENTSubscription Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), SIGNA Sports United B.V., a Dutch private limited liability company (“TopCo”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, SIGNA Sports United GmbH, a German limited liability company (the “Company”), TopCo, Olympics Merger Sub, a Cayman Islands exempted company and a direct wholly owned subsidiary of TopCo (“Merger Sub”), and SIGNA International Sports Holding GmbH, a German limited liability company, pursuant to which, among other things, (i) SPAC will merge with and into Merger Sub, with Merger Sub as the surviving company in the merger (the “S
LOCK-UP AGREEMENT June 10, 2021Lock-Up Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to SIGNA Sports United B.V., a Netherlands private limited liability company (“TopCo”), in connection with the transactions contemplated by (i) that certain sale and purchase agreement (the “SPA”), dated June 10, 2021 entered into by and among SIGNA Sports United GmbH, a German limited liability company (the “Company”), and the sellers identified as a party thereto relating to the acquisition of Mapil Topco Limited, a private company limited by shares incorporated in England and Wales and (ii) that certain Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), entered into by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“Yucaipa”), the Company, TopCo, Olympics Merger Sub, a Cayman Islands exempted company and SIGNA International Sports Holding GmbH, a German limited liabi
SHAREHOLDERS’ UNDERTAKING relating to the Business Combination of SIGNA Sports United GmbH, Munich, Germany with Yucaipa Acquisition CorporationShareholders’ Undertaking • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks
EARNOUT AGREEMENTEarnout Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks • Delaware
This EARNOUT AGREEMENT, effective as of June 10, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among SIGNA Sports United B.V., a Dutch private limited liability company, to be converted into a public limited liability company and renamed SIGNA Sports United N.V. promptly following the Share Exchange as defined below (“TopCo”), SIGNA International Sports Holding GmbH, a German limited liability company (the “Holder”) and Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“Yucaipa”, together with TopCo and the Holder, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among YUCAIPA ACQUISITION CORPORATION, SIGNA SPORTS UNITED GMBH, SIGNA SPORTS UNITED B.V., OLYMPICS I MERGER SUB, LLC and SIGNA INTERNATIONAL SPORTS HOLDING GMBH dated as of June 10, 2021Business Combination Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2021, by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“Yucaipa”), SIGNA Sports United GmbH, a German limited liability company (the “Company”), SIGNA Sports United B.V., a Dutch private limited liability company (“TopCo”), Olympics I Merger Sub, LLC, a Cayman Islands limited liability company (“Merger Sub”), and SIGNA International Sports Holding GmbH, a German limited liability company (“SISH”). Yucaipa, the Company, TopCo, Merger Sub and SISH are collectively referred to herein as the “Parties” and individually as a “Party.”
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks • New York
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of June 10, 2021, by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SIGNA Sports United B.V., a Dutch private limited liability company, to be converted into a public limited liability Company and renamed Signa Sports United N.V. promptly following the Share Exchange as defined below (“TopCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
SPONSOR AGREEMENTSponsor Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks
This SPONSOR AGREEMENT (this “Agreement”), dated as of June 10, 2021, is made by and among Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Sponsor”), Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“Yucaipa”), SIGNA Sports United GmbH, a German limited liability company (the “Company”), Signa Sports United B.V., a Dutch private limited liability company, to be converted into a public limited liability Company and renamed Signa Sports United N.V. promptly following the Share Exchange as defined below (“TopCo”), and Ronald W. Burkle, Ira Tochner, Christel Sicé and Yusef Jackson (such individuals, collectively, the “Insiders” and together with the Sponsor, the “Sponsor and Insider Parties”). The Sponsor, Yucaipa, the Company, TopCo and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
SHAREHOLDERS’ UNDERTAKING relating to the Business Combination of SIGNA Sports United GmbH, Munich, Germany with Yucaipa Acquisition CorporationShareholders’ Undertaking • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks
AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 11th, 2021 • Yucaipa Acquisition Corp • Blank checks • New York
This AMENDMENT TO FORWARD PURCHASE AGREEMENT (this “Amendment”), dated as of June 10, 2021, is entered into by and between Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Yucaipa Acquisition Manager, LLC, a Delaware limited liability company (the “Purchaser”).
