Exhibit
10.4


 


EXECUTION
VERSION


 


TAX RECEIVABLE AGREEMENT



between



Redwood Holdco, LP



and



Seaport Global Acquisition Corp.



and



Redwood Intermediate, LLC



Dated as of October 22, 2021


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	2
	Section 1.1.	Definitions	2
	ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT	9
	Section 2.1.	Basis Schedule	9
	Section 2.2.	Tax Benefit Schedule	9
	Section 2.3.	Procedures, Amendments	10
	ARTICLE III TAX BENEFIT PAYMENTS	11
	Section 3.2.	No Duplicative Payments	12
	ARTICLE IV TERMINATION	12
	Section 4.1.	Early Termination of Agreement; Breach of Agreement	12
	Section 4.2.	Early Termination Notice	13
	Section 4.3.	Payment upon Early Termination	13
	ARTICLE V SUBORDINATION AND LATE PAYMENTS	14
	Section 5.1.	Subordination	14
	Section 5.2.	Late Payments by the Corporate Taxpayer	14
	ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION	15
	Section 6.1.	Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters	15
	Section 6.2.	Consistency	15
	Section 6.3.	Cooperation	15
	ARTICLE VII MISCELLANEOUS	16
	Section 7.1.	Notices	16
	Section 7.2.	Counterparts	16
	Section 7.3.	Entire Agreement; No Third Party Beneficiaries	16
	Section 7.4.	Governing Law	17
	Section 7.5.	Severability	17
	Section 7.6.	Successors; Assignment; Amendments; Waivers	17
	Section 7.7.	Titles and Subtitles	18
	Section 7.8.	Resolution of Disputes	18
	Section 7.9.	Reconciliation	19
	Section 7.10.	Withholding	19
	Section 7.11.	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	20
	Section 7.12.	Confidentiality	21
	Section 7.13.	Change in Law	21



 






     


     


    

 


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (this “Agreement”),
is dated as of October 22, 2021, and is between Redwood Holdco, LP, a Delaware limited partnership (the “TRA Holder”),
Seaport Global Acquisition Corp., a Delaware corporation (“Acquiror”) and Redwood Intermediate, LLC, a Delaware limited
liability company (“OpCo”).


 


RECITALS


 


WHEREAS, the TRA Holder directly or indirectly
hold limited liability company interests in OpCo (the “Units”), which is classified as a partnership for U.S. federal
income Tax (as defined below) purposes;


 


WHEREAS, after the Acquisition (as defined
below), Acquiror will be the managing member of OpCo, and holds and will hold, directly and/or indirectly, Units;


 


WHEREAS, in connection with the Acquisition,
Acquiror will (directly or indirectly) acquire Acquired Units (as defined below) for a contribution of cash to OpCo not treated as part
of a disguised sale under Section 707(a) of the Code (the “Acquisition Exchange”);


 


WHEREAS, the Units held by the TRA Holder
may be exchanged for Class A Shares, in accordance with and subject to the provisions of the OpCo Agreement (as defined below) and/or
for other cash or other property;


 


WHEREAS, OpCo and each of its direct and
indirect Subsidiaries (as defined below) treated as a partnership for U.S. federal income Tax purposes will have in effect an election
under Section 754 of the Code, for each Taxable Year (as defined below) that includes the Acquisition Date and for each Taxable Year in
which a taxable acquisition (including a deemed taxable acquisition under Section 707(a) of the Code) or non-taxable acquisition of Units
by the Corporate Taxpayer from the TRA Holder (an “Exchanging Holder”) for Class A Shares and/or other consideration
(to the extent permitted by the governing documents of OpCo or its applicable subsidiary) or redemption by OpCo, in each case, in connection
with the Acquisition or after the Acquisition Date (any such acquisition, including any deemed taxable acquisition under Section 707(a)
of the Code, or redemption, excluding, for the avoidance of doubt, the Acquisition Exchange, an “Exchange”) occurs;


 


WHEREAS, as a result of an Exchange, the
Corporate Taxpayer will be entitled to use the Basis Adjustments (as defined below) relating to such Units exchanged in the Exchange;


 


WHEREAS, the income, gain, loss, expense
and other Tax items of the Corporate Taxpayer may be affected by the (i) Basis Adjustments, (ii) the Existing Tax Basis and (iii) Imputed
Interest (as defined below) (collectively, the “Tax Attributes”); and


 


WHEREAS, the parties to this Agreement desire
to provide for certain payments and make certain arrangements with respect to the effect of the Tax Attributes on the liability for Taxes
of the Corporate Taxpayer.


 


NOW, THEREFORE, in consideration of the
foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree
as follows:


 






     


     


    

 


ARTICLE I



DEFINITIONS


 


Section 1.1.         
Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms defined).


 


“Acquired Units” means the Units
acquired by the Acquiror pursuant to the Acquisition (excluding any Units acquired in an Exchange).


 


“Acquisition” means the Merger
and the contribution of Aggregate Cash Proceeds (as such terms are defined in the Business Combination Agreement), taken as a whole.


 


“Acquisition Date” means the
Closing Date, as such term is defined in the Business Combination Agreement.


 


“Acquisition Exchange” has the
meaning set forth in the Recitals of this Agreement.


 


“Acquiror” has the meaning set
forth in the Preamble to this Agreement.


 


“Actual Tax Liability” means,
with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal income Taxes of the Corporate Taxpayer
(determined without regard to deductions for state and local taxes which are addressed in clause (ii)) and (B) without duplication, the
portion of any liability for U.S. federal income Taxes imposed directly on OpCo (and OpCo’s applicable subsidiaries) under Section
6225 or any similar provision of the Code that is allocable to the Corporate Taxpayer under Section 704 of the Code, in each case using
the same methods, elections, conventions and similar practices used on the relevant IRS Form 1120 (or any successor form) and (ii) the
product of the amount of the U.S. federal taxable income for such taxable year reported on the Corporate Taxpayer’s IRS Form 1120
(or any successor form) and the Blended Rate.


 


“Affiliate” means, with respect
to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such first Person.


 


“Agreed Rate” means a per annum
rate of SOFR plus 100 basis points.


 


“Agreement” has the meaning
set forth in the Preamble to this Agreement.


 


“Amended Schedule” has the meaning
set forth in Section 2.3(b) of this Agreement.


 


“Basis Adjustment” means
the adjustment to the tax basis of a Reference Asset under Sections 732, 734(b), 743(b), 754, 755 and 1012 (in situations where, as
a result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for U.S. federal income tax
purposes) of the Code and analogous sections of U.S. state and local Tax laws, as a result of an Exchange and the payments made
pursuant to this Agreement in respect of such Exchange. For the avoidance of doubt, the amount of any Basis Adjustment resulting
from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units (or any
predecessor of such Units) and as if any such Pre-Exchange Transfer had not occurred. The amount of any Basis Adjustment shall be
determined using the Market Value at the time of the Exchange.


 






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“Basis Schedule” has the meaning
set forth in Section 2.1 of this Agreement.


 


“Beneficial Owner” means, with
respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment
power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own”
and “Beneficial Ownership” shall have correlative meanings.


 


“Blended Rate” means, with respect
to any Taxable Year, the sum of the apportionment-weighted effective rates of Tax (for the avoidance of doubt, taking into account any
U.S. federal benefit of the state tax deduction) imposed on the aggregate net income of the Corporate Taxpayer or OpCo, as applicable,
in each state or local jurisdiction in which the Corporate Taxpayer or OpCo, as applicable, files Tax Returns for such Taxable Year, with
the maximum effective rate in any state or local jurisdiction being equal to the product of (i) the apportionment factor on the income
or franchise Corporate Taxpayer Return in such jurisdiction for such Taxable Year and (ii) the maximum applicable corporate Tax rate in
effect in such jurisdiction in such Taxable Year. As an illustration of the calculation of the Blended Rate for a Taxable Year, if the
Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a Taxable Year, the maximum applicable corporate Tax rates in effect
in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment factors for such states in such Taxable Year
are 55% and 45% respectively, then the Blended Rate for such Taxable Year is equal to 6.05% (i.e., 6.5% multiplied by 55% plus 5.5% multiplied
by 45%).


 


“Board” means the Board of Directors
of Acquiror.


 


“Business Combination Agreement”
means that certain Business Combination Agreement dated as of May 16, 2021 entered into by and among, Acquiror, Seaport Merger Sub LLC,
a Delaware limited liability company, and OpCo.


 


“Business Day” means each day
that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.


 


“Change of Control” means the
occurrence of any of the following events:


 


(i)                 a
merger, reorganization, consolidation or similar form of business transaction involving Acquiror unless, immediately following such
transaction, more than 50% of the voting power of the then outstanding voting stock or other equities of Acquiror resulting from
consummation of such transaction is held by the TRA Holder or its Affiliates (determined immediately prior to such transaction and
related transactions),


 






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(ii)             
a transaction in which the Acquiror, directly or indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of its assets to another Person other than an Affiliate,


 


(iii)           
a transaction in which there is an acquisition of control of the Acquiror by a Person or group of Persons (other than the TRA Holder
and its Affiliates), or


 


(iv)            
a transaction in which individuals who constitute the board as of the date of the Acquisition (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Closing
Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement of Acquiror in which such person is named as a nominee for director,
without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected
or nominated as a director of Acquiror as a result of an actual or threatened election contest with respect to directors or as a result
of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed
to be an Incumbent Director or the liquidation or dissolution of the corporation.


 


“Class A Shares” has the meaning
set forth in the Recitals of this Agreement.


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended.


 


“Control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Corporate Taxpayer” means Acquiror
and any company that is a member of any consolidated Tax Return of which Acquiror (or a successor thereto) is a member, where appropriate.


 


“Corporate Taxpayer Return”
means the U.S. federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any
Taxable Year.


 


“Cumulative Net Realized Tax Benefit”
for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including
such Taxable Year, net of the cumulative amount of Realized Tax Detriment for the same period. The Realized Tax Benefit and Realized Tax
Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence
at the time of such calculation; provided, that, for the avoidance of doubt, the computation of the Cumulative Net Realized
Tax Benefit shall be adjusted to reflect any applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.


 






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“Default Rate” means a per annum
rate of SOFR plus 500 basis points.


 


“Determination” shall have the
meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, foreign or local Tax law, as applicable, or
any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for
Tax.


 


“Dispute” has the meaning set
forth in Section 7.8(a) of this Agreement.


 


“Early Termination Date” means
the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination Effective Date”
means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.


 


“Early Termination Notice” has
the meaning set forth in Section 4.2 of this Agreement.


 


“Early Termination Payment”
has the meaning set forth in Section 4.3(b) of this Agreement.


 


“Early Termination Rate” means
SOFR plus 100 basis points.


 


“Early Termination Schedule”
has the meaning set forth in Section 4.2 of this Agreement.


 


“Exchange” has the meaning set
forth in the Recitals of this Agreement.


 


“Exchange Date” means the date
of any Exchange.


 


“Exchanging Holder” has the
meaning set forth in the Recitals of this Agreement.


 


“Existing Tax Basis” means the
TRA Holder’s share of OpCo’s existing tax basis in the Reference Assets as of the date of this Agreement that is amortizable
under Section 197 of the Code or that is otherwise amortizable or depreciable for U.S. federal income tax purposes.


 


“Expert” has the meaning set
forth in Section 7.9 of this Agreement.


 


“Future TRAs” has the meaning
set forth in Section 5.1 of this Agreement.


 


“Hypothetical Tax
Liability” means, with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal
income Taxes of the Corporate Taxpayer (determined without regard to deductions for state and local taxes which are addressed in
clause (ii)) and (B) without duplication, the portion of any liability for U.S. federal income Taxes imposed directly on OpCo (and
OpCo’s applicable subsidiaries) under Section 6225 or any similar provision of the Code that is allocable to the Corporate
Taxpayer under Section 704 of the Code, in each case using the same methods, elections, conventions and similar practices used on
the relevant IRS Form 1120 (or any successor form) and (ii) the product of the U.S. federal taxable income for such taxable year
reported on the Corporate Taxpayer’s IRS Form 1120 (or any successor form) and the Blended Rate, but, in the determination of
the liability in clauses (i) and (ii), above, (a) using the Non-Stepped Up Tax Basis as reflected on the Basis Schedule including
amendments thereto for the Taxable Year, and (b) excluding any deduction attributable to Imputed Interest attributable to any
payment made under this Agreement for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined
without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to a Tax Attribute
as applicable. For the avoidance of doubt, the basis of the Reference Assets in the aggregate for purposes of determining the
Hypothetical Tax Liability can never be less than zero.


 






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“Imputed Interest” means any
interest imputed under Sections 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local Tax law
with respect to the Corporate Taxpayer’s payment obligations under this Agreement.


 


“Interest Amount” has the meaning
set forth in Section 3.1(b) of this Agreement.


 


“IRS” means the U.S. Internal
Revenue Service.


 


“Incumbent Directors” has the
meaning set forth in the definition of Change of Control.


 


“Market Value” shall mean the
closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system
on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, that if the
closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the
closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or
interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal;
provided, further, that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation
system, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property
delivered for Class A Shares, as determined by the Board in good faith. Notwithstanding anything to the contrary in the above sentence,
to the extent property is exchanged for cash in a transaction, the Market Value shall be determined by reference to the amount of cash
transferred in such transaction.


 


“Material Objection Notice”
has the meaning set forth in Section 4.2 of this Agreement.


 


“Net Tax Benefit” has the meaning
set forth in Section 3.1(b) of this Agreement.


 


“Non-Stepped Up Tax Basis” means,
with respect to any Reference Asset at the time of an Exchange, the tax basis that such asset would have had at such time if no Basis
Adjustments had been made and that the Existing Tax Basis were zero.


 


“Objection Notice” has the meaning
set forth in Section 2.3(a) of this Agreement.


 


“OpCo” has the meaning set forth
in the Preamble to this Agreement.


 


“OpCo Agreement” means,
with respect to OpCo, the Fourth Amended and Restated Limited Liability Company Agreement of OpCo, dated on or about the date
hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.


 






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“Payment Date” means any date
on which a payment is required to be made pursuant to this Agreement.


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental
entity or other entity.


 


“Pre-Exchange Transfer” means
any transfer or distribution in respect of one or more Units (or any predecessor to such Units) (i) that occurs prior to an Exchange
of such Units, and (ii) to which Section 734(b) or 743(b) of the Code applies.


 


“Realized Tax Benefit” means,
for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual
Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not
be included in determining the Realized Tax Benefit unless and until there has been a Determination.


 


“Realized Tax Detriment” means,
for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the Actual
Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not
be included in determining the Realized Tax Detriment unless and until there has been a Determination.


 


“Reconciliation Dispute” has
the meaning set forth in Section 7.9 of this Agreement.


 


“Reconciliation Procedures”
has the meaning set forth in Section 2.3(a) of this Agreement.


 


“Reference Asset” means an asset
that is held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but only if such
indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for purposes of the applicable
Tax, at the time of the Acquisition or an Exchange, as applicable; provided, that a Reference Asset shall include any asset that is “substituted
basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.


 


“Schedule” means any of the
following: (i) a Basis Schedule; (ii) a Tax Benefit Schedule; or (iii) the Early Termination Schedule.


 


“Senior Obligations” has the
meaning set forth in Section 5.1 of this Agreement.


 


“SOFR” shall mean, with respect
to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator
on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 






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“SOFR Administrator” shall mean
the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s Website”
shall mean the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the
secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Subsidiaries” means, with respect
to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls
more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest
of such Person.


 


“Tax Attributes” has the meaning
set forth in the Recitals of this Agreement.


 


“Tax Benefit Payment” has the
meaning set forth in Section 3.1(b) of this Agreement.


 


“Tax Benefit Schedule” has the
meaning set forth in Section 2.2(a) of this Agreement.


 


“Tax Return” means any return,
declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including,
without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.


 


“Taxable Year” means a taxable
year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable
(and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending
on or after the Acquisition Date.


 


“Taxes” means any and all U.S.
federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits,
and any interest related to such Tax.


 


“Taxing Authority” means any
domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof,
or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.


 


“TRA Holder” has the meaning
set forth in the Preamble to this Agreement.


 


“Treasury Regulations” means
the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding
provisions) as in effect for the relevant taxable period.


 


“Units” has the meaning set
forth in the Recitals of this Agreement.


 






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“Valuation Assumptions”
shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination
Date, (1) the Corporate Taxpayer will have taxable income sufficient to fully utilize the Tax items arising from the Tax
Attributes during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed
Interest that would result from future payments made under this Agreement that would be paid in accordance with the Valuation
Assumptions) in which such deductions would become available, (2) all losses and credits will be fully utilized in the earliest
Taxable Year permitted by applicable law, (3) all non-amortizable assets will be disposed of on the fifteenth (15th) anniversary of
the date of this agreement; provided, that in the event of a Change of Control, such non-amortizable assets shall be
deemed disposed of at the time of sale (if applicable) of the relevant asset in the Change of Control (if earlier than such
fifteenth (15th) anniversary), (4) the U.S. federal income tax rates and state and local income tax that will be in effect for each
such Taxable Year will be those specified by the Internal Revenue Code of 1986, as amended, and other law as in effect on the Early
Termination Date, (5) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which
such payment obligation relates is required to be filed excluding any extensions and (6) if, at the Early Termination Date, there
are Units that have not been Exchanged, then each such Unit, shall be deemed Exchanged for the Market Value of the Class A Shares
and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.


 


ARTICLE II



DETERMINATION OF CERTAIN REALIZED TAX BENEFIT


 


Section 2.1.         
Basis Schedule. Within one hundred and twenty (120) calendar days of the earlier of (i) the filing of the U.S. federal income
tax return of the Corporation for any federal Taxable Year ending after the Calculation Date or (ii) the due date (taking into account
extensions) of such tax return for each relevant Taxable Year, the Corporate Taxpayer shall deliver to the TRA Holder a schedule (the
 “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement,
(i) the unamortized and/or undepreciated amount of the Existing Tax Basis, if any, (ii) the Basis Adjustment with respect to the Reference
Assets as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year, if any, calculated in the aggregate, (iii)
the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, if any, and (iv) the period (or periods), if
any, over which the Reference Assets are amortizable, depreciable or otherwise recoverable. All costs and expenses incurred in connection
with the provision and preparation of the Basis Schedules and Tax Benefit Schedules in compliance with this Agreement shall be borne by
OpCo.


 


Section 2.2.         
Tax Benefit Schedule.


 


(a)          Tax
Benefit Schedule. Within one hundred and twenty (120) calendar days of the earlier of (i) the filing of the U.S. federal income
tax return of the Corporation for any federal Taxable Year ending after the Calculation Date or (ii) the due date (taking into
account extensions) of such tax return for any such federal Taxable Year for any Taxable Year in which there is a Realized Tax
Benefit or a Realized Tax Detriment, the Corporate Taxpayer shall provide to the TRA Holder a schedule showing, in reasonable
detail, the calculation of the Realized Tax Benefit and Tax Benefit Payment or the Realized Tax Detriment, as applicable, in respect
of such TRA Party for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule will become final
as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section
2.3(b)).


 






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(b)        
Applicable Principles. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any period, carryovers
of any Tax item attributable to the Basis Adjustments, Existing Tax Basis or Imputed Interest shall be considered to be subject to the
rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers of the relevant
type. If a carryover of any Tax item includes a portion that is attributable to the Basis Adjustments, Existing Tax Basis and/or Imputed
Interest and another portion that is not, such respective portions shall be considered to be used in accordance with the “with and
without” methodology, consistent with the methodology of calculating a Realized Tax Detriment or Realized Tax Benefit.


 


Section 2.3.         
Procedures, Amendments.


 


(a)         
Procedure. Every time the Corporate Taxpayer delivers a Schedule to the TRA Holder under this Agreement, including any Amended
Schedule, the Corporate Taxpayer shall also (x) deliver to the TRA Holder supporting schedules and work papers, as determined by the Corporate
Taxpayer or as reasonably requested by the TRA Holder, providing reasonable detail regarding data and calculations that were relevant
for purposes of preparing such Schedule and (y) allow the TRA Holder reasonable access at no cost to the appropriate representatives at
the Corporate Taxpayer, as determined by the Corporate Taxpayer or as reasonably requested by the TRA Holder, in connection with a review
of such Schedule. Without limiting the generality of the preceding sentence, the Corporate Taxpayer shall ensure that any Tax Benefit
Schedule that is delivered to the TRA Holder, along with any supporting schedules and work papers, provides a reasonably detailed presentation
of the calculation of the Actual Tax Liability and the Hypothetical Tax Liability and identifies any material assumptions or operating
procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final
and binding on all parties thirty (30) calendar days from the date on which the TRA Holder is treated as having received the applicable
Schedule or amendment thereto under Section 7.1 unless the TRA Holder (i) within thirty (30) calendar days from such date provides the
Corporate Taxpayer with written notice of a material objection to such Schedule (“Objection Notice”) made in good faith
or (ii) provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case
such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer
and the TRA Holder, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar
days after receipt by the Corporate Taxpayer of an Objection Notice, the Corporate Taxpayer and the TRA Holder shall employ the reconciliation
procedures as described in Section 7.9 of this Agreement (the “Reconciliation Procedures”).


 


(b)         Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in
connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the
receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii)
to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax
Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item
to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year
attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust the TRA Holder’s Basis Schedule to take
into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate
Taxpayer shall provide an Amended Schedule to each TRA Party and to the TRA Party Representative within ninety (90) calendar days of
the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.


 






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ARTICLE III



TAX BENEFIT PAYMENTS


 


Section 3.1.         
Payments.


 


(a)        
Payments. Within five (5) business days after the Tax Benefit Schedule is delivered to the TRA Holder becomes final in accordance
with Section 2.3(a) and Section 7.9, if applicable, the Corporate Taxpayer shall pay the TRA Holder for such Taxable Year the Tax Benefit
Payment determined pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds
to the bank account previously designated by the TRA Holder to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer
and the TRA Holder. For the avoidance of doubt, (x) no Tax Benefit Payment shall be made in respect of estimated Tax payments, including,
without limitation, U.S. federal estimated income Tax payments and (y) the payments provided for pursuant to the above sentence shall
be computed separately for each TRA Party. Notwithstanding anything to the contrary in this Agreement, with respect to each Exchange by
or with respect to any TRA Party, if such TRA Party notifies the Corporate Taxpayer in writing of a stated maximum selling price (within
the meaning of Treasury Regulations Section 15A.453-1(c)(2)), then the amount of the consideration received in connection with such Exchange
and the aggregate Tax Benefit Payments to such TRA Party in respect of such Exchange (other than amounts accounted for as interest under
the Code) shall not exceed such stated maximum selling price.


 


(b)        
A “Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal
to the Net Tax Benefit and the Interest Amount with respect thereto. For the avoidance of doubt, for Tax purposes, a portion of the Interest
Amount shall be treated as interest pursuant to Section 483 of the Code and a portion of the Interest Amount shall be treated as additional
consideration in the applicable transaction, unless otherwise required by law. Subject to Section 3.3, the “Net Tax Benefit”
for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of
such Taxable Year, over the total amount of payments previously made under the first sentence of Section 3.1(a) (excluding payments attributable
to Interest Amounts); provided, for the avoidance of doubt, that no such recipient shall be required to return any portion of any
previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated
at the Agreed Rate from the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with
respect to Taxes for such Taxable Year until the payment date under Section 3.1(a).


 






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Section 3.2.         
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount
(including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to
ensure such intentions are realized.


 


ARTICLE IV



TERMINATION


 


Section 4.1.         
Early Termination of Agreement; Breach of Agreement.


 


(a)        
The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Holder and with respect to all
of the Units held by the TRA Holder at any time by paying to the TRA Holder the Early Termination Payment. Upon payment of the Early Termination
Payment in respect of each TRA Party by the Corporate Taxpayer the Corporate Taxpayer shall have no further payment obligations under
this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice
and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the
extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate
Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with
respect to such Exchange.


 


(b)         In
the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of
failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a
result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, unless otherwise waived or
directed in writing by the TRA Holder, all obligations hereunder shall be automatically accelerated and shall be immediately due and
payable, and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach
and shall include, but not be limited to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been
delivered on the date of a breach, (y) any Tax Benefit Payment due and payable and that remains unpaid as of the date of a
breach, and (z) any Tax Benefit Payment for the Taxable Year ending with or including the date of a breach (except to the extent
that the amount described in clauses (y) and (z) are included in the Early Termination Payment); provided, that
procedures similar to the procedures of Section 4.2 shall apply with respect to the determination of the amount payable by the
Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this
Agreement, to the fullest extent permitted by applicable law, the TRA Party shall be entitled to elect to receive the amounts set
forth in clauses (x), (y) and (z) above or to seek specific performance of the terms hereof. The parties agree that the failure to
make any payment due pursuant to this Agreement within three (3) months of the date such payment is due shall be deemed to be a
breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a
breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three (3) months of the
date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material
obligation of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the
Corporate Taxpayer has insufficient funds to make such payment; provided, that the interest provisions of Section 5.2
shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient funds to make such payment as a result of
limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the
Agreed Rate).


 






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(c)        
In the event of a Change of Control, unless otherwise waived in writing by the TRA Holder, all obligations hereunder shall be accelerated
and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and
utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of a Change of Control” in each
place where the phrase “Early Termination Date” appears. Such obligations shall include (1) the Early Termination Payments
calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that
remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment due for any Taxable Year ending prior to, with
or including the date of such Change of Control (except to the extent any amounts described in clause (2) or (3) are included in the Early
Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutatis mutandis.


 


Section 4.2.         
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1(a)
above, the Corporate Taxpayer shall deliver to the TRA Holder notice of such intention to exercise such right (“Early Termination
Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention
to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail the calculation of the Early Termination
Payment(s) due. The Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first
date on which the TRA Holder is treated as having received such Schedule or amendment thereto under Section 7.1 unless the TRA Holder
(i) within thirty (30) calendar days after such date provides the Corporate Taxpayer with notice of a material objection to such Schedule
made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection
Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received
by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Holder, for any reason, are unable to successfully resolve the issues
raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate
Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10)
calendar days after the conclusion of the Reconciliation Procedures.


 


Section 4.3.         
Payment upon Early Termination.


 


(a)        
Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to the TRA Holder an
amount equal to the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account
or accounts designated by the TRA Holder or as otherwise agreed by the Corporate Taxpayer and the TRA holder.


 






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(b)              
 “Early Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early
Termination Rate as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that
would be required to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that the Valuation Assumptions
in respect of such TRA Party are applied.


 


ARTICLE V



SUBORDINATION AND LATE PAYMENTS


 


Section 5.1.         
Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment required to
be made by the Corporate Taxpayer to the TRA Holder under this Agreement shall rank subordinate and junior in right of payment to any
principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the
Corporate Taxpayer and its Subsidiaries (“Senior Obligations”) and shall rank pari passu in right of payment
with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations. To the extent that any payment
under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of agreements
governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the TRA Holder and the Corporate Taxpayer
shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior
Obligations. Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Corporate Taxpayer or any of
its Affiliates enters into future Tax receivable or other similar agreements (“Future TRAs”), the Corporate Taxpayer
shall ensure that the terms of any such Future TRA shall provide that the Tax Attributes subject to this Agreement are considered senior
in priority to any Tax attributes subject to any such Future TRA for purposes of calculating the amount and timing of payments under any
such Future TRA. The Corporate Taxpayer shall use commercially reasonable efforts not to enter into any agreement if a principal purpose
of such agreement is to restrict in any material respect the amounts payable hereunder. To the extent the Corporate Taxpayer incurs, creates,
assumes or permits to exist any indebtedness after the date hereof, the Corporate Taxpayer shall make commercially reasonable efforts
to ensure that such indebtedness permits any amounts payable hereunder to be paid. For the avoidance of doubt, nothing in the previous
sentence shall prevent Corporate Taxpayer from deferring payments pursuant to this Section 5.1.


 


Section 5.2.         
Late Payments by the Corporate Taxpayer. Subject to the proviso in the last sentence of Section 4.1(b), the amount of all
or any portion of any Tax Benefit Payment or Early Termination Payment not made to the TRA Parties when due under the terms of this Agreement,
whether as a result of Section 5.1 or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and
commencing from the date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual
payment.


 






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ARTICLE VI




NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.1.         
Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, and except
as provided in the OpCo Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters
concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing or amending of any Tax Return and defending,
contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Holder
of, and keep the TRA Holder reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo by a Taxing
Authority the outcome of which is reasonably expected to materially affect the rights and obligations of the TRA Holder under this Agreement,
and shall provide to the TRA Holder reasonable opportunity to provide information and other input to the Corporate Taxpayer, OpCo and
their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate
Taxpayer and OpCo shall not be required to take any action that is inconsistent with any provision of the OpCo Agreement; provided,
further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to Taxes or Tax matters where such
settlement or failure to contest would reasonably be expected to materially adversely affect TRA Holder’s rights and obligations
under this Agreement without the written consent of the TRA Holder, such consent not to be unreasonably withheld, conditioned, or delayed.


 


Section 6.2.         
Consistency. The Corporate Taxpayer and the TRA Holder agree to report and cause to be reported for all purposes, including
U.S. federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the
Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that contemplated by this Agreement or specified by the Corporate
Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required
by law. Any dispute concerning such advice shall be subject to the terms of Section 7.9. Any payment under this agreement made with respect
to the Existing Tax Basis will be treated as a guaranteed payment (within the meaning of Section 707(c) of the Code).


 


Section 6.3.          Cooperation.
The TRA Holder shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials as the
Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under
this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority,
(b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials
and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the
matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer
shall reimburse the TRA Holder for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to this Section
6.3. Upon the request of the TRA Holder, the Corporate Taxpayer shall cooperate in taking any action reasonably requested by the TRA
Holder in connection with its tax or financial reporting and/or the consummation of any assignment or transfer of any of its rights
and/or obligations under this Agreement, including without limitation, providing any information or executing any documentation. The
Corporate Taxpayer shall not, without the prior written consent of the TRA Holder, take any action that has the primary purpose of
circumventing the achievement or attainment of any Tax Benefit Payment or Early Termination Payment under this Agreement.


 






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ARTICLE VII



MISCELLANEOUS


 


Section 7.1.         
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed
duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission
by the transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier
service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing
by the party to receive such notice:


 


If to the Corporate Taxpayer, to:


 


Redbox Entertainment Inc. (f/k/a Seaport Global Acquisition
Corp.)


One Tower Lane, Suite 800


Oakbrook Terrace, IL 60181

Attention:       Fred Stein, Chief Legal Officer

Email:               fstein@redbox.com


 


If to the TRA Holder to:


 


Redwood Holdco, LP


One Tower Lane, Suite 800


Oakbrook Terrace, IL 60181

Attention:        Fred Stein, Chief Legal Officer

Email:               fstein@redbox.com


 


 


Any party may change its address, fax number or email by giving the
other party written notice of its new address, fax number or email in the manner set forth above.


 


Section 7.2.         
Counterparts. This Agreement may be executed in one or more counterparts (including counterparts transmitted electronically
in portable document format (pdf)), all of which shall be considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need
not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement. Electronic signatures shall be a valid method of executing this Agreement.


 


Section 7.3.          Entire
Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement
shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns,
and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.




 






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Section 7.4.         
Governing Law. The laws of the State of Delaware shall govern (a) all proceedings, claims or matters related to or arising
from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation,
validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without
giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware.


 


Section 7.5.         
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner
in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


Section 7.6.         
Successors; Assignment; Amendments; Waivers.


 


(a)              
The TRA Holder may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed
and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form of Exhibit
A hereto, agreeing to become subject to the terms of this Agreement, except as otherwise provided in such joinder.


 


(b)              
No provision of this Agreement may be amended unless such amendment is approved in writing by each of (i) the executive committee
of the Board or, if such executive committee does not exist, the Board and (ii) the TRA Holder. No provision of this Agreement may be
waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.


 


(c)               All
of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the
parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. If more than
one Person holds rights under this agreement pursuant to an assignment described under Section 7.6(a), all uses of the term TRA
Holder under this agreement shall apply to each such Person mutatis mutandis. The Corporate Taxpayer shall require and cause any
direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.


 






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Section 7.7.         
Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.


 


Section 7.8.         
Resolution of Disputes.


 


(a)         
Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary claims of any
party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance
of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”)
shall be finally settled by arbitration conducted by a single arbitrator in New York, NY in accordance with the then-existing Rules of
Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator within
thirty (30) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment.
The arbitrator shall be a lawyer admitted to the practice of law in a U.S. state, or a nationally recognized expert in the relevant subject
matter and shall conduct the proceedings in the English language. Performance under this Agreement shall continue if reasonably possible
during any arbitration proceedings.


 


(b)        
Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court
of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration
hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), the TRA Holder (i) expressly consents to
the application of paragraph (c) of this Section 7.8 to any such action or proceeding, (ii) agrees that proof shall not be required that
monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate,
and (iii) irrevocably appoints the Corporate Taxpayer as agent for service of process in connection with any such action or proceeding
and agrees that service of process upon such agent, who shall promptly advise the TRA Holder of any such service of process, shall be
deemed in every respect effective service of process upon the TRA Holder in any such action or proceeding.


 


(c)         (i) EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL COURT OF THE DISTRICT OF DELAWARE OR THE DELAWARE COURT OF
CHANCERY FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, OR ANY
JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS
AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or
preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora
designated by this paragraph (c) have a reasonable relation to this Agreement, and to the parties’ relationship with one
another; and (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or
hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in
any court referred to in the preceding paragraph of this Section 7.8 and such parties agree not to plead or claim the same.


 






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Section 7.9.         
Reconciliation. In the event that the Corporate Taxpayer and the TRA Holder are unable to resolve a disagreement with respect
to the matters governed by Sections 2.3, 4.2 and 6.2 within the relevant period designated in this Agreement (“Reconciliation
Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”)
in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally
recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA Holder agree otherwise, the Expert shall not, and the
firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA Holder or other actual or
potential conflict of interest. If the Corporate Taxpayer and the TRA Holder are unable to agree on an Expert within fifteen (15) calendar
days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International
Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the TRA Holder’s Basis Schedule or an
amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter
relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable,
in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is
not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return
reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such
Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses
relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the
next sentence. The Corporate Taxpayer and the TRA Holder shall bear their own costs and expenses of such proceeding, unless (i) the Expert
adopts the TRA Holder’s position, in which case the Corporate Taxpayer shall reimburse the TRA Holder for any reasonable out-of-pocket
costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case the TRA Holder
shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether
a dispute is a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally
determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporate
Taxpayer and the TRA Holder and may be entered and enforced in any court having jurisdiction.


 


Section 7.10.      Withholding.
The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as
the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision
of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by
the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person
in respect of whom such withholding was made. To the extent that any payment pursuant to this Agreement is not reduced by such
deductions or withholdings, such recipient shall indemnify the applicable withholding agent for any amounts imposed by any Taxing
Authority together with any costs and expenses related thereto. The TRA Holder shall promptly provide the Corporate Taxpayer, OpCo
or other applicable withholding agent with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable
version of IRS Form W-8) reasonably requested, in connection with determining whether any such deductions and withholdings are
required under the Code or any provision of U.S. state, local or foreign Tax law.


 






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Section 7.11.     
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.


 


(a)        
If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated
income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions
of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments
and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole (including,
for the avoidance of doubt, by treating any direct or indirect transfer of one or more Reference Assets to a corporation with which the
Corporate Taxpayer files a consolidated Tax Return pursuant to Section 1501 of the Code as an Exchange which gives rise to a Basis Adjustment).


 


(b)        
If the Corporate Taxpayer (or any member of a group described in Section 7.11(a)) transfers one or more Reference Assets to a Person
treated as a corporation for U.S. federal income tax purposes (with which, in the case of Acquiror, Acquiror does not file a consolidated
Tax Return pursuant to Section 1501 of the Code), such transferor, for purposes of calculating the amount of any Tax Benefits Payment
due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration
deemed to be received by the Corporate Taxpayer, shall be equal to the fair market value of the transferred asset plus the amount of debt
to which such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.1(b), a transfer of a
partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and liabilities
of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporate Taxpayer or any member of a group described
in Section 7.1(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning
of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section 381(a) of the
Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity transfers
assets to a corporation with which the Corporate Taxpayer or any member of the group described in Section 7.1(a) (other than any such
member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section 1501
of the Code), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified
as a corporation for U.S. federal income tax purposes) pursuant to this Section 7.1(b).


 






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Section 7.12.       
Confidentiality.


 


(a)         
Subject to the last sentence of Section 6.3, the TRA Holder and each of its assignees acknowledge and agree that the information
of the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and
its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the
strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer
and its Affiliates and successors, concerning OpCo and its Affiliates and successors or the members, learned by the TRA Holder heretofore
or hereafter. This Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer
or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Holder in violation of this Agreement) or
is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA Holder to prepare
and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action,
proceeding or audit by any Taxing Authority with respect to such returns. Notwithstanding anything to the contrary herein, the TRA Holder
and each of its assignees (and each employee, representative or other agent of the TRA Holder or its assignees, as applicable) may disclose
to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer, OpCo and their
Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided
to the TRA Holder relating to such Tax treatment and Tax structure.


 


(b)        
If the TRA Holder or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12,
the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive
relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged
and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries
and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such
Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 


Section 7.13.     
Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law,
the TRA Holder reasonably believes that the existence of this Agreement could cause (i) the recognition of taxable income to the TRA Holder
prior to an Exchange or (ii) income (other than income arising from receipt of a payment under this Agreement) recognized by the TRA Holder
upon any Exchange by the TRA Holder to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates)
for U.S. federal income Tax purposes or would have other material adverse consequences to the TRA Holder, then at the election of the
TRA Holder and to the extent specified by the TRA Holder, this Agreement (i) shall cease to have further effect with respect to the TRA
Holder, (ii) shall not apply to an Exchange by the TRA Holder Party occurring after a date specified by the TRA Holder, or (iii) shall
otherwise be amended in a manner determined by the TRA Holder, provided, that such amendment shall not result in an increase in
payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of
such amendment.


 






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IN WITNESS WHEREOF, Acquiror and the TRA Holder
have duly executed this Agreement as of the date first written above.


 


	 	Acquiror:
	 	 	 
	 	SEAPORT GLOBAL ACQUISITION CORP.
	 	 
	 	By:	/s/ Stephen C. Smith
		 	Name: Stephen C. Smith

Title: Chief Executive Officer



 






     


     


    

 


	 	TRA Holder:
	 	 	 
	 	REDWOOD HOLDCO, LP
	 	 
	 	By:	/s/ Kavita Suthar
		 	Name: Kavita Suthar

Title: Chief Financial Officer, Treasurer and Secretary



 






     


     


    

 


	 	OpCo:
	 	 	 
	 	REDWOOD INTERMEDIATE, LLC
	 	 
	 	By:	/s/ Kavita Suthar
		 	Name: Kavita Suthar

Title: Chief Financial Officer, Treasurer and Secretary



 






     


     


    

 


Exhibit A



Form of Joinder


 


This JOINDER (this “Joinder”)
to the Tax Receivable Agreement (as defined below), is by and among Seaport Global Acquisition Corp., a Delaware corporation (including
any successor corporation, “Acquiror”), ______________________ (“Transferor”) and ______________________
(“Permitted Transferee”).


 


WHEREAS, on ______________________, Permitted Transferee
shall acquire ______________________ percent of the Transferor’s right to receive payments that may become due and payable under
the Tax Receivable Agreement (as defined below) (the “Acquired Interests”) from Transferor (the “Acquisition”);
and WHEREAS, Transferor, in connection with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant
to Section 7.6(a) of the Tax Receivable Agreement, dated as of October 22, 2021, between Acquiror, OpCo and the TRA Holder (as defined
therein) (the “Tax Receivable Agreement”).


 


NOW, THEREFORE, in consideration of the foregoing
and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:


 


Section 1.1          Definitions. To the extent
capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the
Tax Receivable Agreement.


 


Section 1.2          Acquisition. For good and
valuable consideration, the sufficiency of which is hereby acknowledged by the Transferor and the Permitted Transferee, the Transferor
hereby transfers and assigns absolutely to the Permitted Transferee all of the Acquired Interests.


 


Section 1.3          Joinder.
Permitted Transferee hereby acknowledges and agrees (i) that it has received and read the Tax Receivable Agreement, (ii) that the Permitted
Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Tax Receivable Agreement
and [(iii) to become the “TRA Holder” (as defined in the Tax Receivable Agreement) for all purposes of the Tax Receivable
Agreement.]1


 


Section 1.4           Notice. Any notice, request,
consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted
Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable Agreement.


 


Section 1.5          Governing Law. This Joinder
shall be governed by and construed in accordance with the laws of the State of Delaware.


 





 



 


1
Note to Draft: To be included if the TRA Holder is transferring all of its interests.






 






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IN WITNESS WHEREOF, this Joinder has been duly
executed and delivered by Permitted Transferee as of the date first above written.


 


	 	SEAPORT GLOBAL ACQUISTION CORP. 
	 	 	 
	 	By:	 
		 	

Name:

Title:
	 	 	 
	 	 	 
	 	[TRANSFEROR]
	 	 	 
	 	By:	 
		 	

Name:

Title:
	 	 	 
	 	 	 
	 	[PERMITTED TRANSFEREE]
	 	 	 
	 	By:	 
		 	

Name:

Title:
	 	 	 
	 	Address for notices:



 






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