This EARNOUT AGREEMENT, effective as of June 10, 2021 (as it may from time to time be amended, this Agreement), is entered into by and among 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), SIGNA International Sports Holding GmbH, a German limited liability company (the Holder) and Yucaipa Acquisition Corporation, a Cayman Islands exempted company (Yucaipa, together with TopCo and the Holder, the Parties and each a Party). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
WHEREAS, TopCo is party to that certain Business Combination Agreement, dated as of June 10, 2021, by and among Yucaipa, Olympics Merger Sub., a Cayman Islands exempted company, TopCo, SIGNA Sports United GmbH, a German limited liability company (the Company) and the Holder (as it may be amended, restated or otherwise modified from time to time, the Business Combination Agreement); and
WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, the Holder is being issued 51,000,000 new ordinary shares of TopCo (the Earnout Shares) on and subject to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:
Section 1. Authorization, Issuance; Terms of the Earnout Shares.
A. Authorization of the Earnout Shares. TopCo has duly authorized the issuance of the Earnout Shares to the Holder.
B. Issuance of the Earnout Shares.
(i) At the Closing, as part of the Exchange, TopCo shall issue to the Holder the Earnout Shares.
(ii) The Earnout Shares shall be issued at par and the aggregate nominal value of the Earnout Shares shall be charged against TopCos reserves.
(iii) Upon their issuance, the Earnout Shares will be subject to the restrictions set forth in Section 1(D) and Section 1(E) until the earlier of (a) their vesting in accordance with Section 1(C) at which time they will automatically become unrestricted shares, and (b) the completion of the transfer of Unvested Shares (as defined below) in connection with their forfeiture in accordance with Section 1(F).
C. Vesting of Earnout Shares.
(i) The Earnout Shares shall vest as follows: