Marquee Raine Acquisition Corp.
arising under this Agreement may only be brought before a judge in the courts of the State of New York located in the Borough of Manhattan, New York or the Federal District Court for the Southern District of New York, and each of the Client and Ricketts SPAC Investment consents to the exercise of personal jurisdiction by any such court with respect to such proceeding.
Each of the Client and Ricketts SPAC Investment hereby irrevocably waives trial by jury.
(a) The parties understand that Ricketts SPAC Investment is being engaged hereunder as an independent contractor to provide the services described above solely to the Client, and that Ricketts SPAC Investment is not acting as a fiduciary of the Client, the security holders or creditors of the Client or any other persons in connection with the Engagement.
(b) The Client understands and acknowledges that Ricketts SPAC Investment and its members and affiliates (collectively, the Ricketts SPAC Investment Group), engage in providing a range of consulting activities and financial services to a variety of institutions and individuals. In the ordinary course of business, the Ricketts SPAC Investment Group and certain of its members, officers and employees, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including bank loans and other obligations) of, or investments in, a party that may be involved in the matters contemplated by this Agreement. With respect to any such securities, financial instruments and/or investments, all rights in respect of such securities, financial instruments and investments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Ricketts SPAC Investment Group may currently, and may in the future, have relationships with parties other than the Client, including parties that may have interests with respect to the Client, the Transaction or other parties involved in the Transaction, from which conflicting interests or duties may arise. Although the Ricketts SPAC Investment Group in the course of such other activities and relationships may acquire information about the Client, the Transaction or such other parties, the Ricketts SPAC Investment Group shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that the Ricketts SPAC Investment Group is in possession of such information, to the Client or to use such information on the Clients behalf.
(c) This Agreement incorporates the entire agreement, and supersedes all prior agreements, arrangements or understandings (whether oral or written), between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto.
(d) This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document.