FREQUENTLY USED TERMS
“Backstop Agreements” means the
backstop subscription agreements among Seaport and the Backstop
Subscribers, pursuant to which the subscribers purchased an
aggregate of 1,995,989 shares of Class A common stock in
connection with the Business Combination, for a purchase price of
$10.10 per share.
“Backstop Subscribers” means the
subscribers party to the Backstop Agreements.
“Business Combination” means the
transactions contemplated by the Business Combination
“Business Combination Agreement”
means the business combination agreement entered into on
May 16, 2021 and amended on September 24, 2021, by and
among Seaport, Merger Sub, Redwood Holdco and Redwood
“Class A common stock” means
our Class A common stock, par value $0.0001 per share.
“Class B common stock” means
our Class B common stock, par value $0.0001 per share.
“Closing” means the closing of
the Business Combination, which occurred on October 22,
“Founder Shares” means the
3,593,750 shares of Class B common stock of Seaport that were
converted into 3,593,750 shares of Class A common stock upon
“IPO” or “initial public offering” means Seaport’s
initial public offering of units consummated on December 2,
“PIPE Investment” means the sale
of 5,000,000 shares of Class A common stock to the PIPE
Investors, for a purchase price of $10.00 per share and an
aggregate purchase price of $50,000,000, in a private placement in
connection with the Business Combination.
“PIPE Investors” means the
investors in the PIPE Investment.
“PIPE Shares” means the 5,000,000
shares of Class A common stock sold to PIPE Investors pursuant
to the PIPE Investment.
“Private Placement Warrants”
means the 6,062,500 warrants purchased by the Sponsor in a private
placement simultaneously with the closing of the IPO at a price of
$1.00 per warrant, generating gross proceeds of $6,062,500. Each
warrant is exercisable for one share of Class A common stock at
$11.50 per share.
“Public Warrants” means the
10,781,250 redeemable warrants sold as part of the units in the
“Redbox Common Units” means
common units representing limited liability company interests of
Redwood Intermediate, which are non-voting, economic interests in
“Redbox Equity Plan” means the
Redbox Omnibus Incentive Plan.
“Redwood Holdco” means Redwood
Holdco, LP, a Delaware limited partnership. See “Principal Stockholders” for more
information regarding the ownership of Redwood Holdco.
“Redwood Intermediate” means
Redwood Intermediate, LLC, a Delaware limited liability
“Sponsor” means Seaport’s
sponsor, Seaport Global SPAC, LLC, a Delaware limited liability
“Tax Receivable Agreement” means
the Tax Receivable Agreement, dated October 21, 2021, among the
Company, Redwood Holdco, and Redwood Intermediate, as amended.
“warrants” means the Private
Placement Warrants and the Public Warrants.