EX-10.12




 Exhibit 10.12 

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
PAYEE THAT SUCH REGISTRATION IS NOT REQUIRED. 
 PROMISSORY NOTE 

 

			
	 Principal Amount: $400,000
	  	Dated as of February 23, 2022

 RedBall Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of
RedBall SponsorCo LP, a Cayman Islands exempted limited partnership, or its registered assigns or successors in interest (the “Payee”), the principal sum of Four Hundred Thousand Dollars ($400,000) or such lesser amount as shall
have been advanced by the Payee to the Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note
shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. 

1. Principal. The entire unpaid principal balance of this Note shall be payable on the earlier of: (i) August 17, 2022 or
(ii) the date on which the Maker consummates a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (such earlier date, the “Maturity
Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or
liabilities of the Maker hereunder. 
 2. Interest. No interest shall accrue on the unpaid principal balance of this Note. 

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of
any sum due under this Note, including (without limitation) reasonable attorney’s fees, and finally to the reduction of the unpaid principal balance of this Note. 

4. Events of Default. Each of the following shall constitute an event of default (“Event of Default”): 

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five
(5) business days of the Maturity Date. 
 (b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case
under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing. 











 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed
and in effect for a period of sixty (60) consecutive days. 
 5. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare
this Note to be immediately due and payable, whereupon the unpaid principal amount of this Note, and all other sums payable with regard to this Note, shall become immediately due and payable without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee. 

6. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment,
demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by
virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by the Payee. 
 7. Unconditional Liability. The Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder. 

  
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 8. Notices.  

(a) All notices, statements or other documents which are required or contemplated by this Note to be provided the Maker or the Payee shall be
in writing and delivered: (i) personally or sent by first class registered or certified mail or overnight courier service to the address designated in writing by the recipient, (ii) by facsimile to the number provided by the recipient or
such other address or fax number as may be subsequently designated in writing by the recipient, or (iii) by electronic mail, to the electronic mail address provided by the recipient or such other electronic mail address as may be subsequently
designated in writing by the recipient. 
 (b) Any notice or other communication so transmitted shall be deemed to have been given
(i) in the case of notice given pursuant to clause (a)(i), when delivered (as evidenced by signed acknowledgment); and (ii) in each case of notice given pursuant to clauses (a)(ii) and (a)(iii), on the business day such notice was sent;
provided that if such notice is sent after 5:30pm in the recipient’s time zone, then such notice shall be deemed given on the immediately following business day; provided, further, that (x) in the case of notice given
pursuant to clause (a)(ii), notice shall only be deemed given if the sender receives an answerback confirmation of delivery; and (y) in the case of notice given pursuant to clause (a)(iii), notice shall not be deemed given if the sender
receives a mail undeliverable or other rejection notice. 
 9. Collection Costs. The Maker and all parties now or hereafter liable
for the payment of any sum due under this Note, primarily or secondarily, directly or indirectly, and whether as endorser, guarantor, surety, or otherwise, hereby severally agree to pay all costs and expenses, including, without limitation,
reasonable attorneys’ fees, which may be incurred by the Payee in the collection of any sum due under this Note. 
 10.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 11.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of or from the trust account established by the Maker containing the proceeds of its initial public offering (the “IPO”) and from certain private placements
occurring simultaneously with the IPO (including interest accrued thereon from time to time) (the “Trust Account”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account for any reason whatsoever. 
 13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with,
and only with, the written consent of the Maker and the Payee. 
 14. Assignment. No assignment or transfer of this Note or
any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment or transfer without the required consent shall be
void. 

  
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 IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by the undersigned as of the day and year first above written. 
  

			
	RedBall Acquisition Corp.
		
	By:	 	/s/ David Grochow
		 	David Grochow
		 	Chief Financial Officer



  
 [Signature Page to
Promissory Note]