PRIVATE WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 15, 2021Warrant Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 15, 2021, is by and between Horizon Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of October ___, 2021 by and between Vivid Seats Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors or an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2021, is made and entered into by and among Vivid Seats, Inc., a Delaware corporation (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Topco”), and Horizon Sponsor, LLC, a Delaware limited liability company (the “Sponsor,” and, together with Topco and any person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
PRIVATE WARRANT AGREEMENT Dated October 18, 2021Warrant Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pursuant to this Agreement who execute valid joinders hereto (Hoya Topco and such permitted transferees, the “Warrantholders”).
HOYA INTERMEDIATE, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 18, 2021Limited Liability Company Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Hoya Intermediate, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 18, 2021, by and among the Company, Vivid Seats Inc., a Delaware corporation (“Vivid Seats”), and Hoya Topco, LLC, a Delaware limited liability company (“TopCo”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
TAX RECEIVABLE AGREEMENT by and among VIVID SEATS INC. HOYA INTERMEDIATE, LLC GTCR MANAGEMENT XI, LLC, as TRA HOLDER REPRESENTATIVE, HOYA TOPCO, LLC, the several BLOCKER TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS (as defined herein) FROM...Tax Receivable Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 18, 2021, is hereby entered into by and among Vivid Seats Inc., a Delaware corporation (the “Corporation”), Hoya Intermediate, LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), Hoya TopCo, LLC, a Delaware limited liability company (the “Initial TRA Holder”), the Blocker TRA Holders (as defined below), and each of the other Exchange TRA Holders (as defined below) from time to time party hereto (collectively, and together with the Initial TRA Holder, the Blocker TRA Holders and their respective transferees, the “TRA Holders”).
PRIVATE WARRANT AGREEMENT Dated October 18, 2021Warrant Agreement • October 22nd, 2021 • Vivid Seats Inc. • Services-miscellaneous amusement & recreation • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 18, 2021, is by and between Vivid Seats Inc., a Delaware corporation (the “Company”), Hoya Topco, LLC, a Delaware limited liability company (“Hoya Topco”) and any transferees of Hoya Topco permitted pursuant to this Agreement who execute valid joinders hereto (Hoya Topco and such permitted transferees, the “Warrantholders”).
