| Item 1.01 | Entry into a Material Definitive Agreement. |
Additional Financing
On April 15, 2022 certain subsidiaries of Redbox Entertainment Inc.,
a Delaware corporation (the “Company” or “Redbox”) entered into the Sixth Amendment (as defined
below) to that certain Credit Agreement, dated October 20, 2017, with HPS Investment Partners, LLC, a Delaware limited liability company
(“HPS”). Pursuant to the Sixth Amendment, an additional $50,000,000 in financing under the Credit Agreement will be
made available to the Company. The information contained in Item 2.03 is incorporated herein by reference.
Voting and Support Agreement
In connection with the Sixth Amendment, on April 15, 2022, the Company
entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with AP VIII Aspen Holdings, L.P.,
a Delaware limited partnership (“Aspen”) Seaport Global SPAC, LLC, a Delaware limited liability company (“Seaport”)
and Redwood Holdco, LP, a Delaware limited partnership (“Redwood”, together with Seaport and Aspen, the “Stockholders”),
pursuant to which the Stockholders agreed to vote their shares of the Company (i) in favor of any strategic transaction approved and recommended
by the Company’s Board of Directors (the “Board”), or any committee to which the Board delegates authority, subject
to certain terms and conditions (each, a “Transaction”), (ii) in opposition to any transaction involving the Company
that has not been approved and recommended by the Board, and (iii) in favor of any directors that are proposed or nominated to the Board
by the Company at any annual meeting of the Company.
The Company further agreed, pursuant to the Voting and Support Agreement,
to (i) permanently reduce a portion of its revolving commitments in an amount equal to $10,600,000 pursuant to that certain Credit, Security,
Guaranty and Pledge Agreement, dated as of December 29, 2020 (as amended by that certain Consent, Waiver and Amendment to the Credit Agreement,
dated as of May 16, 2021, the “MUFG Credit Agreement”), among Redbox Entertainment, LLC, as borrower, the guarantors
referred to therein, the lenders referred to therein and MUFG Union Bank, N.A., as administrative agent for the lenders therein, and (ii)
among other agreements, refrain from borrowing under the MUFG Credit Agreement without the consent of Aspen and Redwood (other than with
respect to certain scheduled borrowings and borrowings to cover interest, fees and expenses).
Board of Directors
In connection with the execution of the Sixth Amendment, the Company
agreed to implement certain changes to the composition and size of the board of directors.
Waiver to Tax Receivable Agreement
In connection with the Company’s entry into the Voting and Support
Agreement, Redwood permanently waived the “Early Termination Payment” by the Company (or an affiliate) to Redwood that could
have resulted from a provision in that certain Tax Receivable Agreement dated as of October 22, 2021 (“TRA”), which
would have been triggered upon the change to the Board’s composition as described herein.
Additionally, under the Voting and Support Agreement, the Company
and Redwood agreed, in connection with the consummation of a Transaction, to (a) terminate the TRA upon the consummation of a
Transaction and (b) waive all claims under the TRA with such waiver being effective upon the consummation of such Transaction.
Consent and Waivers to the Stockholders Agreement
Seaport and Redwood are parties to that certain Stockholders Agreement,
dated October 22, 2021 (“the “Stockholders Agreement”) and have, along with their applicable governing entities
and Aspen (collectively, the “Consenting Parties”, and each, a “Consenting Party”) agreed to provide
such consents as required under the Stockholders Agreement, and to waive certain rights, as applicable, under the Stockholders Agreement,
or under any other applicable organizational document, stockholder agreement, investor rights or similar agreement which such Consenting
Party is a party or beneficiary, in connection with certain matters related to the nomination, election and resignation of directors of
the Company, the size of the board of directors of the Company, entry into the Voting and Support Agreement and entry into the waiver
to the TRA, as applicable. Additionally, the Consenting Parties, as applicable, waive certain consent rights in connection with the additional
financing.
Warrant Agreement
As a further condition to the effectiveness of the Sixth Amendment
(as defined below), the Company has agreed to issue HPS and certain affiliates warrants with an exercise price of $0.0001 per share (the
“Warrants”) to purchase such number of shares of Class A common stock of the Company (“Common Stock”)
not to exceed 19.9% of either (i) the total number of the Company’s outstanding Equity Interests (as defined in the Warrant Agreement)
on the date hereof or (ii) the total voting power of the outstanding Company’s Equity Interests on the date hereof without approval
of the Company’s stockholders. The number of shares of Common Stock issuable upon exercise of the Warrants are subject to customary
anti-dilution provisions for stock splits, stock dividends and similar transactions.