Exhibit 10.2


 


Execution Version


 


SPONSOR
AGREEMENT


 


April
21, 2021


 


Horizon
Acquisition Corporation

600 Steamboat Road, Suite 200

Greenwich, Connecticut 06830


 


and


 


Hoya
Topco, LLC 


111
N. Canal Street, Suite 800 


Chicago,
IL 60606


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Transaction Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified
from time to time, the “Transaction Agreement”) by and among Horizon Acquisition Corporation, a Cayman Islands
exempted company (“Horizon”), Horizon Sponsor, LLC, a Delaware limited liability company (“Sponsor”),
Hoya Topco, LLC, a Delaware limited liability company (the “Company”), Hoya Intermediate, LLC, a Delaware limited
liability company (“Intermediate”), and Vivid Seats Inc., a Delaware corporation and a direct wholly owned
subsidiary of Intermediate (“VS PubCo” and collectively with the Company and Intermediate, the “VS
Entities”) This sponsor agreement (this “Sponsor Agreement”) is being entered into and delivered
by the Company, Horizon, Sponsor and Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”),
in connection with the transactions contemplated by the Transaction Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Transaction Agreement.


 


In
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sponsor, Horizon and the Company hereby agree that:


 


1.     
      Exchange of
Horizon Class B Common Stock. At least one day prior to, and conditioned upon, the consummation of the Merger, Sponsor
shall irrevocably surrender to Horizon 13,599,608 shares of Horizon Class B Common Stock in exchange for (a) warrants to
purchase 17,000,000 shares of Horizon Class A Common Stock at an exercise price of $10.00 per share, (b) warrants to purchase
17,000,000 shares of Horizon Class A Common Stock at an exercise price of $15.00 per share and (c) 50,000 shares of Horizon
Class A Common Stock.


 


2.     
      Waiver of
Anti-dilution Protection. Sponsor hereby, automatically and without any further action by Sponsor or Horizon, irrevocably
(a) waives any adjustment to the conversion ratio set forth in the Horizon Governing Documents and any rights to other
anti-dilution protections pursuant to the Horizon Governing Documents or otherwise, and (b) agrees not to assert or perfect
any rights to adjustment or other anti-dilution protections, in each case, with respect to the rate that all of the Horizon
Class A Common Stock held by Sponsor convert into Class A Common Stock of VS PubCo in connection with the PIPE Subscription
and the transactions contemplated by the Transaction Agreement.



     


     


    



3.           New Shares. If,
between the date of this Sponsor Agreement and the Closing, (a) any Horizon Common Stock, Horizon Common Warrants or other equity
interests of Horizon are issued to Sponsor or the outstanding shares of Horizon Common Stock or Horizon Common Warrants owned
by Sponsor shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision,
reclassification, recapitalization, split, combination or exchange, or any similar event, (b) Sponsor purchases or otherwise acquires
beneficial ownership of any Horizon Common Stock, Horizon Common Warrants or other equity interests of Horizon or (c) Sponsor
acquires the right to vote or share in the voting of any Horizon Common Stock, Horizon Common Warrants or other equity interests
of Horizon (such Horizon Common Stock, Horizon Common Warrants or other equity interests of Horizon issued or acquired by Sponsor
pursuant to the foregoing clauses (a), (b) or (c), collectively “New Securities”), then such New Securities
acquired or purchased by Sponsor shall be subject to the terms of this Sponsor Agreement to the same extent as if they constituted
Sponsor Securities (as defined below) as of the date hereof, and the number of Horizon Common Stock to be terminated,
forfeited, surrendered and cancelled pursuant to this Sponsor Agreement, will be equitably
adjusted to reflect such change; provided, however, that nothing in this Section 3 shall be construed
to permit Horizon to take any action with respect to their respective securities that is prohibited by the terms and conditions
of the Transaction Agreement.


 


4.           No Transfer. During
the period commencing on the date hereof and ending on the earlier of (a) the consummation of the Closing, (b) the termination
of the Transaction Agreement in accordance with its terms and (c) the liquidation of Horizon, Sponsor shall not, directly or indirectly,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of
or agree to dispose of, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration
Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Exchange Act, with respect to any Horizon Common Stock, Horizon Common Warrants or other equity interests
of Horizon owned by Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any shares of Horizon Common Stock, Horizon Common Warrants or other equity interests
of Horizon owned by Sponsor or (iii) announce any intention to effect any transaction specified in clause (i) or (ii). Sponsor
agrees not to, directly or indirectly, deposit any of the Sponsor Securities in a voting trust, enter into a voting trust or subject
any of the Sponsor Securities to any arrangement with respect to the voting of such Sponsor Securities other than this Sponsor
Agreement. Any transfer or attempted transfer of Sponsor Securities in violation of this Section 4 shall be, to the fullest
extent permitted by applicable Law, null and void ab initio.


 


5.           No Solicitation. During
the period commencing on the date hereof and ending on the earlier of (a) the consummation of the Closing, (b) the termination
of the Transaction Agreement in accordance with its terms and (c) the liquidation of Horizon, Sponsor shall not, and shall
cause its Subsidiaries not to, and Sponsor shall instruct its and their representatives not to, (i) make any proposal or offer
that constitutes a Business Combination Proposal, (ii) initiate any discussions or negotiations with any Person with respect to
a Business Combination Proposal or (iii) enter into any acquisition agreement, business combination, merger agreement or similar
definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating
to a Business Combination Proposal, in each case, other than to or with the Company, its Subsidiaries and their respective representatives.
From and after the date hereof, Sponsor shall, and shall instruct its officers and directors to, and Sponsor shall instruct and
cause its representatives, its Subsidiaries and their respective representatives to, immediately cease and terminate all discussions
and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal (other than the Company,
its Subsidiaries and their respective representatives).



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6.            Representations and Warranties. Sponsor
hereby represents and warrants to the Company as follows:


 


(a)         Sponsor owns free and clear of all Liens (other
than transfer restrictions under applicable securities Laws) 15,500,000 shares of Horizon Class A Common Stock, 13,599,608 shares
of Horizon Class B Common Stock, and 5,166,666 Horizon Common Warrants and 6,519,791 Horizon Private Placement Warrants (the “Sponsor
Securities”). Sponsor has, and will have at all times during the term of this Sponsor Agreement, the sole voting power
with respect to the Sponsor Securities. The Sponsor Securities are the only equity securities in Horizon owned of record or beneficially
by Sponsor on the date of this Sponsor Agreement, and none of the Sponsor Securities are subject to any proxy, voting trust or
other agreement or arrangement with respect to the voting of the Sponsor Securities, except as provided hereunder. Immediately
prior to, and conditioned upon, the consummation of the Transaction, Sponsor shall irrevocably surrender to Horizon 13,599,608
shares of Horizon Class B Common Stock in exchange for (i) warrants to purchase 17,000,000 shares of Horizon Class A Common Stock
at an exchange price of $10.00 per share, (ii) warrants to purchase 17,000,000 shares of Horizon Class A Common Stock at an exercise
price of $15.00 per share and (iii) 50,000 shares of Class A Common Stock, as more particularly set forth in the Exchange Agreement
entered into on the date of this Agreement. Other than the 11,686,457 Horizon Common Warrants owned by Sponsor, and except as
contemplated by the immediately preceding sentence, Sponsor does not hold or own any rights to acquire (directly or indirectly)
any equity interests of Horizon or any equity securities convertible into, or which can be exchanged for, equity securities of
Horizon.


 


(b)         Sponsor has been duly formed and is validly existing
as a limited liability company and in good standing under the Laws of its jurisdiction of formation, and has the requisite power
and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted.
Sponsor has all requisite power and authority to execute and deliver this Sponsor Agreement and to consummate the transactions
contemplated hereby and to perform all of its obligations hereunder. The execution and delivery of this Sponsor Agreement have
been, and the consummation of the transactions contemplated hereby has been, duly authorized by all requisite action by Sponsor.
This Sponsor Agreement has been duly and validly executed and delivered by Sponsor and, assuming this Sponsor Agreement has been
duly authorized, executed and delivered by the other parties hereto, this Sponsor Agreement constitutes, and upon its execution
will constitute, a legal, valid and binding obligation of Sponsor enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally,
general equitable principles and the discretion of courts in granting equitable remedies.



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(c)         There are no Actions pending against Sponsor,
or to the knowledge of Sponsor threatened against Sponsor, by or before (or, in the case of threatened Actions, that would be
before) any arbitrator or any Governmental Authority, that would reasonably be expected to challenge or seek to enjoin, alter
or materially delay the performance by Sponsor of its obligations under this Support Agreement.


 


(d)         The execution and delivery
of this Sponsor Agreement by Sponsor does not, and the performance by Sponsor of its obligations hereunder will not, (i) conflict
with or result in a violation of the organizational documents of Sponsor or (ii) require any consent or approval that has not
been given or other action that has not been taken by any Person (including under any Contract binding upon Sponsor or the Sponsor
Securities), in each case, to the extent such consent, approval or other action would reasonably be expected to prevent, enjoin
or materially delay the performance by Sponsor of its obligations under this Sponsor Agreement.


 


(e)         Except as described
on Section 4.19 of the Horizon Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage
fee, finders’ fee or other commission in connection with the transactions contemplated by the Transaction Agreement based
upon arrangements made by Sponsor, for which Horizon or any of its Affiliates may become liable.


 


(f)          Sponsor understands
and acknowledges that each of Horizon and the Company is entering into the Transaction Agreement in reliance upon Sponsor’s
execution and delivery of this Sponsor Agreement.


 


7.       
     Sponsor
Agreements. Unless the Transaction Agreement is terminated in accordance with its terms, Sponsor hereby unconditionally
and irrevocably agrees to:


 


(a)         at the Horizon Stockholders’ Meeting (including
any adjournment thereof or any other stockholder or warrantholder meeting of Horizon at which any of the Transaction Proposals
are to be voted on (including any proposal or proposals to obtain the approvals contemplated by Section 6.8 of the Transaction
Agreement)), to be present in person or by proxy and vote, or cause to be voted at such meeting, all Sponsor Securities entitled
to vote thereon in favor of the Transaction Proposals;


 


(b)         at the Horizon Stockholders’ Meeting (including
any adjournment thereof or any other stockholder or warrantholder meeting of Horizon at which any of the Transaction Proposals
are to be voted on (including any proposal or proposals to obtain the approvals contemplated by Section 6.8 of the Transaction
Agreement)), to be present in person or by proxy and vote, or cause to be voted at such meeting, all Sponsor Securities entitled
to vote thereon against (i) any Business Combination Proposal other than with the Company, its stockholders and their respective
affiliates and representatives; (ii) any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of Horizon; (iii) any change in the business, management or Board of Directors of Horizon;
and (iv) any other action, proposal or agreement that would be reasonably expected to (1) impede, frustrate, nullify, interfere
with, delay, postpone or adversely affect the Transaction Proposals or any of the other transactions contemplated by the Transaction
Agreement, in each case, other than the proposal to adjourn the Horizon Stockholders’ Meeting, if necessary, to permit further
solicitation of proxies because there are not sufficient votes to approve and adopt the other Transaction Proposals, (2) result
in a breach of any covenant, representation or warranty or other obligation or agreement of Horizon or Sponsor under the Transaction
Agreement, (3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Sponsor contained
in this Sponsor Agreement, (4) result in any of the conditions set forth in Article VIII of the Transaction Agreement not being
fulfilled or (5) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital
stock of, Horizon;



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(c)         at any applicable annual or special meeting of
Horizon or action taken by written consent in lieu thereof prior to the Closing, vote or consent to, or cause to be voted or consented
to, at such meeting (or written consent in lieu thereof), all Sponsor Securities entitled to vote thereon for such actions as
are necessary to cause the election of members of the Board of Directors of VS PubCo as contemplated by Section 2(a) of the Stockholders’
Agreement; and


 


(d)         at the Horizon Stockholders’ Meeting (including
any adjournment thereof or any other stockholder or warrantholder meeting of Horizon at which the approvals contemplated by Section
6.8 of the Transaction Agreement are sought), to be present in person or by proxy and vote, or cause to be voted at such meeting,
all Sponsor Securities entitled to vote thereon in favor of the approvals contemplated by Section 6.8 of the Transaction Agreement.


 


8.           Backstop Commitment. In the event the
Surviving Corporation Available Cash at the closing is less than $768,984,330.00, then Eldridge shall increase its PIPE Subscription
by such shortfall (the “Backstop Commitment”). In consideration of Eldridge making the Backstop Commitment
on the date hereof, Intermediate shall pay, or cause to be paid, to Eldridge $11,669,529.90 in cash by wire transfer of immediately
available funds (the “Backstop Fee”). The Backstop Fee shall be paid at Closing.


 


9.           Further Assurances. Sponsor hereby irrevocably
and unconditionally agrees not to commence or participate in, and to take all actions necessary to opt out of any class action
with respect to, any action or claim, derivative or otherwise, against the VS Entities, Horizon or any of their respective Affiliates,
successors and assigns relating to the negotiation, execution or delivery of this Sponsor Agreement, the Transaction Agreement
or the consummation of the transactions contemplated hereby and thereby.


 


10.         No Inconsistent Agreement. Sponsor hereby
represents and covenants that Sponsor has not entered into, and shall not enter into, any agreement that would restrict, limit
or interfere with the performance of Sponsor’s obligations hereunder.



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11.         Miscellaneous. Sections 10.2 – 10.8
and Section 10.10 – 10.16(a)-(b) of the Transaction Agreement are incorporated by reference herein and shall apply hereto
mutatis mutandis. This Sponsor Agreement shall terminate, and have no further force and effect, upon the earlier of (i)
the consummation of the Closing and (ii) the termination of the Transaction Agreement in accordance with its terms prior to the
Closing.


 


*           *           *           *           * 




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Please
indicate your agreement to the terms of this Sponsor Agreement by signing where indicated below.


 





	 	HORIZON SPONSOR, LLC
	 	 	 
	 	By:	/s/ Todd Boehly

	 	Name: 	Todd Boehly
	 	Title:	Chief Executive Officer



 


Signature Page to Sponsor Agreement







     


     


    



Accepted and Agreed:




 


	HORIZON ACQUISITION CORPORATION	 
	 	 
	By:	/s/ Todd Boehly	 
	Name:	Todd Boehly	 
	Title:	Chairman, Chief Executive Officer and	 
	 	Chief Financial Officer	 



 


 


Signature Page
to Sponsor Agreement






     


     


    



	HOYA TOPCO,
    LLC
	 
	By:	/s/ Stanley Chia
	 
	Name:	Stanley Chia

	Title:	Chief Executive Officer and President


 


Signature Page
to Sponsor Agreement




     


     


    



	ELDRIDGE
    INDUSTRIES, LLC
	 
	By:	/s/ Todd Boehly
	 
	Name:	Todd Boehly
	Title:	Chief Executive Officer





 


Signature
Page to Sponsor Agreement