REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of December 17, 2020, by Marquee Raine Acquisition Corp., a Cayman Islands exempted company (the Company) and Marquee Raine Acquisition Sponsor LP, a Cayman Islands exempted limited partnership (the Sponsor together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of October 28, 2020, pursuant to which the Sponsor purchased an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share (the Founder Shares) of the Company;
WHEREAS, the Sponsor subsequently surrendered 718,750 Founder Shares for no consideration;
WHEREAS, the Sponsor subsequently transferred an aggregate of 75,000 Founder Shares to the other Holders;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Class A Ordinary Shares), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as the same may be amended from time to time;
WHEREAS, on December 14, 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 6,316,667 Warrants (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement;
NOW, THEREFORE, in consideration of the representations, covenants and agreements set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. The following capitalized terms used herein, for all purposes of this Agreement, have the following meanings:
Adverse Disclosure is defined in Section 3.6.
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Board is defined in Section 3.1.1.