WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this Agreement) is made as of June 10, 2021, by and among Yucaipa Acquisition Corporation, a Cayman Islands exempted company (the Company), SIGNA Sports United B.V., a Dutch private limited liability company, to be converted into a public limited liability Company and renamed Signa Sports United N.V. promptly following the Share Exchange as defined below (TopCo), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the Warrant Agent).
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of August 6, 2020, and filed with the United States Securities and Exchange Commission on August 7, 2020 (including all Exhibits thereto, the Existing Warrant Agreement);
WHEREAS, the Company has issued and sold (a) 5,993,333 warrants to Yucaipa Acquisition Manager, LLC (collectively, the Private Placement Warrants) to purchase the Companys Class A ordinary shares, par value $0.0001 per share (Class A Shares), with each Private Placement Warrant being exercisable for one Class A Share and with an exercise price of $11.50 per share, and (b) 11,500,000 warrants as part of units to public investors in a public offering (the Public Warrants and together with the Private Placement Warrants the Warrants) to purchase Class A Shares, with each whole Public Warrant being exercisable for one Class A Share and with an exercise price of $11.50 per share;
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, the Company, SIGNA Sports United GmbH, a German limited liability company, TopCo, Olympics Merger Sub, a Cayman Islands exempted company (Merger Sub), and SIGNA International Sports Holding GmbH, a German limited liability company, entered into that certain Business Combination Agreement, dated as of June 10, 2021 (the Business Combination Agreement);
WHEREAS, on June 10, 2021, pursuant to the provisions of the Business Combination Agreement, Merger Sub merged with and into the Company (the Merger), with Merger Sub as the surviving company in the Merger (the Surviving Company), and immediately following the Merger, TopCo acquired as a contribution in kind on newly issued ordinary shares of TopCo with a par value of EUR 0.12 per share (TopCo Shares) all shares of common stock of the Surviving Company that were issued in the Merger (the Share Exchange and together with the Merger the Transaction) and the Surviving Company became a wholly owned subsidiary of TopCo;
WHEREAS, as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants are no longer exercisable for Class A Shares but instead are exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for TopCo Shares;