This Retainer Agreement (this Agreement) is made this 26 day of July 2020, by and between Rice, Hadley, Gates & Manuel LLC, a California limited liability company (RHGM) and RedBall Acquisition Corp., a Cayman Islands exempted company (Client or the Company).
1. Services Provided. The principals of RHGM Condoleezza Rice, Stephen J. Hadley, Robert Gates, and Anja Manuel (the Principals), and their team will be available to consult with the board of directors and senior management of the Company at reasonable mutually agreed times and dates, to advise the Company concerning various strategic issues related to the global business and political environment, as well as countries and markets the Company may want to enter, as set out in detail in Schedule A.
2. No Lobbying. RHGM will not engage in any activities that would require it or its Principals to register under the Honest Leadership and Open Government Act of 2007 (HLOGA), Foreign Agents Registration Act (FARA), or similar U.S. lobbying laws. RHGM shall not represent the Company, its officers, or employees, in any transaction, and neither the Company nor RHGM shall make any claim to any such representation in any public or private communication. Specifically, speeches or events with RHGM principals will not include U.S. government officials.
3. Compensation; Waiver of Claims Against Trust Account. In consideration for providing the Services, RHGM will receive $300,000 per year for the term of this Agreement, paid in four equal quarterly payments in advance, with each quarterly payment due and payable following receipt of invoice on the first day of the month of each calendar quarter (with the first month of each calendar quarter being, respectively, January 1, April 1, July 1, and October 1), or the pro rata share thereof.
In addition, RHGM will receive 30,000 Class B ordinary shares of the Company. RHGM acknowledges and agrees that in connection with its receipt of the shares, RHGM will be required to enter into a securities assignment agreement, letter agreement and registration and shareholder rights agreement on substantially similar terms as other recipients of Class B ordinary shares. RHGM acknowledges that it is aware that the Company will establish a Trust Account for the benefit of its public shareholders upon the closing of its initial public offering, and acknowledges and agrees on behalf of itself, the Principals, and its other affiliates (collectively, the RHGM Persons) that the RHGM Persons have no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company. RHGM agrees that none of RHGM or any other RHGM Person shall have any right of set-off or any right, title, interest or claim of any kind (Claim) to, or to any monies in, the Trust Account, and hereby irrevocably waive any Claim to, or to any monies in, the Trust Account that any RGHM Person may have now or in the future. In the event any RHGM Person has any Claim against the Company under this Agreement, the RHGM Person shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account.