FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “BCA”), dated as of [__], entered into by and among RedBall Acquisition Corp., a Cayman Islands exempted company (“Parent”), Showstop Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), Showstop Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Second Merger Sub”), and SeatGeek, Inc., a Delaware corporation (the “Company”), pursuant to which, through a series of transactions at the Closing with the Company, First Merger Sub and Second Merger Sub, Parent will acquire 100% of the outstanding equity and equity equivalents of the Company. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the BCA.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Support Agreement”) is dated as of October 13, 2021, by and among RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (“SponsorCo”), the Persons set forth on Schedule I hereto (the “Insiders” and together with SponsorCo, each, a “Sponsor” and, together, the “Sponsors”), RedBall Acquisition Corp., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “Parent”), and SeatGeek, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among REDBALL ACQUISITION CORP., SHOWSTOP MERGER SUB I INC., SHOWSTOP MERGER SUB II LLC AND SEATGEEK, INC. dated as of October 13, 2021Business Combination Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of October 13, 2021, by and among RedBall Acquisition Corp., a Cayman Islands exempted company, which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “Parent”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and SeatGeek, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • New York
THIS AMENDED AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among (i) SeatGeek, Inc., a Delaware corporation (the “Company”) (formerly known as RedBall Acquisition Corp. (“RedBall”), a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), (ii) RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Sponsor”), (iii) certain former stockholders of the entity formerly known as SeatGeek, Inc., a Delaware corporation (“Legacy SeatGeek”) set forth on Schedule I hereto (the “SeatGeek Holders” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, a “Holder” and collectively the “Holders”).
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This subscription agreement (this “Backstop Subscription Agreement”) is entered into on October 13, 2021, by and between RedBall Acquisition Corp., a Cayman Islands exempted company which shall domesticate as a Delaware corporation in accordance with the Business Combination Agreement (such entity, including the continuing Delaware corporation, “Parent”), and RedBall SponsorCo LP, a Cayman Islands exempted limited partnership (the “Backstop Subscriber”). Capitalized terms used but not otherwise defined in this Backstop Subscription Agreement shall have the meanings ascribed thereto in the Business Combination Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This subscription agreement (this “Subscription Agreement”) is entered into on October 13, 2021, by and between RedBall Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 13th, 2021 • RedBall Acquisition Corp. • Blank checks • Delaware
This WARRANT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 13, 2021, by and between SeatGeek, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
