Exhibit 10.3

       

      INVESTMENT MANAGEMENT TRUST AGREEMENT

       

      This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 6, 2020, by and between Sports Entertainment Acquisition Corp., a Delaware corporation (the
        “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

       

      WHEREAS, the Company’s registration statements on Form S-1, File Nos. 333-248798 and 333-249245 (collectively, the “Registration Statement”) for
        the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred
        to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

       

      WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and PJT Partners LP, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein;

       

      WHEREAS, as described in the Registration Statement, $400,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $460,000,000 if the Underwriters’ option to
        purchase additional units is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
          Account”) for the benefit of the Company and the holders of the shares of Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned
        thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);

       

      WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $14,000,000, or $16,100,000 if the Underwriters’ option to purchase additional units is exercised in full, is attributable to deferred underwriting discounts and
        commissions that may be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and

       

      WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

       

      NOW THEREFORE, IT IS AGREED:

       

      1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

       

      (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered
        commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

       

      (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

       

      (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a
        maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only
        in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested

       

      

      
        
          


      

      awaiting the Company’s instructions hereunder; while on deposit, the Trustee may earn bank credits or other consideration;

       

      (d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;

       

      (e) Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;

       

      (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the
        preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

       

      (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

       

      (h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

       

      (i) Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”)

        in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer (or any Co-Chief Executive Officer, if applicable), Chief Financial Officer,
        Secretary or other authorized officer of the Company (an “Authorized Representative”), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
        including interest (which interest shall be net of any taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to
        therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of
        incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
        Property in the Trust Account, including interest (which interest shall be net of any taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public
        Stockholders of record as of such date;

       

      (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”),

        withdraw from the Trust Account and distribute on behalf of the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other
        income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
        that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as
        there is no reduction in the principal amount initially deposited in the Trust Account; provided, further, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by
        a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount
        in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
        shall have no responsibility to look beyond said request;

       

      (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal
          Instruction”), the Trustee shall distribute to the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an
        amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the
        Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within the time

       

      

      
        
          


      

      period set forth therein or (B) with respect to any other provision relating to the Company’s stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
        evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

       

      (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

       

      2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

       

      (a) Give all instructions to the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely
        on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that
        the Company shall promptly confirm such instructions in writing;

       

      (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered
        by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out
        of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly
        after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
        such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the
        Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company,
        which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;

       

      (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is
        expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first
        annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;

       

      (d) In connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more businesses
        (a “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding
        such Business Combination;

       

      (e) Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;

       

      (f) Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by Goldman Sachs
        & Co. LLC and PJT Partners LP; and

       

      (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.

       

      3. Limitations of Liability. The Trustee shall have no responsibility or liability to:

       

      (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

       

      

      
        
          


      

      (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

       

      (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from
        the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

       

      (d) Refund any depreciation in principal of any Property;

       

      (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such
        authority to the Trustee;

       

      (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
        willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification
        to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
        of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any
        waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are
        affected, unless it shall give its prior written consent thereto;

       

      (g) Verify the accuracy of the information contained in the Registration Statement;

       

      (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

       

      (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest
        income earned on the Property;

       

      (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or
        the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or

       

      (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

       

      4. Trust Account Waiver. The Trustee has no 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 waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
        Section 2(c) hereof, the Trustee 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.

       

      5. Termination. This Agreement shall terminate as follows:

       

      (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with
        this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign
        under this Agreement or the Company otherwise electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the
        reports and statements relating to the Trust Account,

       

      

      
        
          


      

      whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
        application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;

       

      (b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
        Letter, this Agreement shall terminate except with respect to Section 2(b); or

       

      (c) If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or Sports Entertainment Acquisition Holdings LLC, as applicable, shall be
        returned promptly following the receipt by the Trustee of written instructions from the Company.

       

      6. Miscellaneous.

       

      (a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to
        confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or
        of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a
        Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting
        from any error in the information or transmission of the funds.

       

      (b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

       

      (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) or 1(k) (which sections may not be modified, amended or deleted without the
        affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any
        Public Stockholder who has otherwise validly indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only
        be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

       

      (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM,
          CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

       

      (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
        requested), by hand delivery or by electronic mail:

       

      if to the Trustee, to:

       

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf & Celeste Gonzalez

      Email: fwolf@continentalstock.com; cgonzalez@continentalstock.com

      

      

      if to the Company, to:

       

      Sports Entertainment Acquisition Corp.

      Golden Bear Plaza

      11760 US Highway 1, Suite W506

       

      

      
        
          


      

      North Palm Beach, FL 33406

      in each case, with copies to:

       

      Sports Entertainment Acquisition Holdings LLC

      Golden Bear Plaza

      11760 US Highway 1, Suite W506

      North Palm Beach, FL 33406

      

      

      and

       

      Ropes & Gray LLP

      1211 Avenue of the Americas

      New York, NY 10036

      Attn: Paul D. Tropp

       

      (f) This Agreement may not be assigned by the Trustee without the prior consent of the Company.

       

      (g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee
        acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

       

      (h) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

       

      (i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this
        Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

       

      (j) Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are each a third party beneficiary of this Agreement.

       

      (k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

       

      (l) Notwithstanding anything to the contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”), Trustee shall continuously maintain
        business continuity and disaster recovery plans (including regular updates) that are consistent with then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the generality
        of the foregoing, the business  continuity and/or disaster recovery plans will cover the computer software, computer hardware, telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and
        network(s) or system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of
        disruption in the Services for any reason including the occurrence of a force majeure event that causes Trustee to be required to allocate limited resources between or among Trustee’s affected customers, Trustee shall not do so in a manner that is
        intended to treat the Company less favorably than other similarly situated affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity or availability of Trustee’s
        business continuity and disaster recovery system, Trustee shall endeavor to notify the Company in writing, as promptly as practicable, of the incident.

       

      [Signature Page Follows]

       

      
        
          


      

      IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

       

      

      	 	
              Sports Entertainment Acquisition Corp.

            
	 	 	 
	 	
              By:

            	
              
                /s/ Eric Grubman

              

            


      	 	 	
              Name: 

              

            	Eric Grubman
	 	 	
              Title:

              

            	Chairman of the Board and
	 	 	 	Chief Financial Officer
	 	 
	 	
              TRUSTEE:

            
	 	 
	 	
              Continental Stock Transfer & Trust Company,

            
	 	
              as Trustee

            
	 	 	 
	 	
              By:

            	
              
                /s/ Francis Wolf

              

            
	 	 	
              Name: 

              

            	Francis Wolf
	 	 	
              Title:

              

            	Vice President


      

      

      
        
          


      

      SCHEDULE A

      

      

      	
              Fee Item

            	 	
              Time and method of payment

            	 	
              Amount

            	 
	
              Initial set-up fee

            	 	
              Initial closing of the Offering by wire transfer.

            	 	
              $

            	
              3,500.00

            	 
	
              Trustee administration fee

            	 	
              First year, fee payable at initial closing of the Offering by wire transfer; thereafter, on the anniversary of the effective date of the Offering by wire transfer or check.

            	 	
              $

            	
              10,000.00

            	 
	
              Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)

            	 	
              Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)

            	 	
              $

            	
              250.00

            	 
	
              Paying Agent services as required pursuant to Sections 1(i) and 1(k)

            	 	
              Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)

            	 	
              Prevailing 

              rates

            	 


      

      

      
        
          


      

      EXHIBIT A

       

      [Letterhead of Company]

       

      [Insert date]

       

      Continental Stock Transfer & Trust Company

      One State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf & Celeste Gonzalez

      

      

      	

            	Re:	
              Trust Account – Termination Letter

            


       

      Dear Mr. Wolf and Ms. Gonzales:

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between Sports Entertainment Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
        (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an
        agreement with (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)

        on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

       

      In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the above-referenced trust operating account at J.P. Morgan Chase
        Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that Goldman Sachs & Co. and PJT Partners LP (the “Representatives”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust
        operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representatives will earn any interest or dividends.

       

      On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as
        directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer (or any Co-Chief Executive Officer, if applicable)
        or Chief Financial Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint written instruction signed by the Company and the Representatives
        with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed
        and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the
        Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after
        the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
        terminated.

       

      In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the
        Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice
        as soon thereafter as possible.

       

      

      
        
          


      

      

      	 	
              Very truly yours,

            
	 	 
	 	
              Sports Entertainment Acquisition Corp.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	
              cc:

            	
              Goldman Sachs & Co. LLC

            


      	 	
              PJT Partners LP

            


      

      

      
        
          


      

      EXHIBIT B

       

      [Letterhead of Company]

       

      [Insert date]

       

      Continental Stock Transfer & Trust Company

      One State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf & Celeste Gonzalez

      

      

      	

            	Re:	
              Trust Account – Termination Letter

            


       

      Dear Mr. Wolf and Ms. Gonzales:

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between Sports Entertainment Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
        (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect
        a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described
        in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

       

      In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await
        distribution to the Public Stockholders. The Company has selected as the date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of
        record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated certificate of incorporation of the
        Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

       

      	 	
              Very truly yours,

            
	 	 
	 	
              Sports Entertainment Acquisition Corp.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	cc:	
              Goldman Sachs & Co. LLC

            


      PJT Partners LP

      

      

      
        
          


      

      EXHIBIT C

       

      [Letterhead of Company]

       

      [Insert date]

       

      Continental Stock Transfer & Trust Company

      One State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf & Celeste Gonzalez

      

      

      	 	Re:	
              Trust Account – Tax Payment Withdrawal Instruction

            


       

      Dear Mr. Wolf and Ms. Gonzales:

       

      Pursuant to Section 1(j) of the Investment Management Trust Agreement between Sports Entertainment Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
        (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company
        $_____ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

       

      The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer)
        such funds promptly upon your receipt of this letter to the Company’s operating account at:

       

      [WIRE INSTRUCTION INFORMATION]

       

      	 	
              Very truly yours,

            
	 	 
	 	
              Sports Entertainment Acquisition Corp.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	cc:	
              Goldman Sachs & Co. LLC

            


      PJT Partners LP

      

      

      
        
          


      

      EXHIBIT D

       

      [Letterhead of Company]

       

      [Insert date]

       

      Continental Stock Transfer & Trust Company

      One State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf & Celeste Gonzalez

      

      

      	 	Re:	
              Trust Account – Stockholder Redemption Withdrawal Instruction

            


       

      Dear Mr. Wolf and Ms. Gonzales:

       

      Pursuant to Section 1(k) of the Investment Management Trust Agreement between Sports Entertainment Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
        (the “Trustee”), dated as of [•], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming
        Public Stockholders on behalf of the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

       

      The funds as described above are needed to pay the Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended
        and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if
        the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the Company’s stockholders’ rights or pre-initial Business Combination activity. As such,
        you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.

       

      	 	
              Very truly yours,

            
	 	 
	 	
              Sports Entertainment Acquisition Corp.

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      	
              cc:

            	
              Goldman Sachs & Co. LLC

            


      	 	
              PJT Partners LP