Exhibit 10.4


 


Execution Version


 


OMNIBUS WRITTEN CONSENT OF


THE MEMBERS AND GENERAL
PARTNER OF REDWOOD HOLDCO LP,

THE SOLE MEMBER OF REDWOOD HOLDCO GP, LLC,


THE MEMBERS OF REDWOOD INTERMEDIATE, LLC
AND 

THE STOCKHOLDERS OF REDBOX ENTERTAINMENT, INC.


 


As of April 15, 2022


 


The undersigned (i) member of
Redwood Holdco, LP, a Delaware limited partnership (“Redwood LP”) (the “Redwood LP Member”), (ii)
sole member of Redwood Holdco GP, LLC, a Delaware limited liability company (“Redwood GP”) (the “Redwood GP
Member”), (iv) members of Redwood Intermediate, LLC, a Delaware limited liability company (“Redwood Intermediate”)
(the “Redwood Intermediate Members”), (v) stockholders of Redbox Entertainment, Inc., a Delaware corporation (the “Pubco”
and, together with Redwood LP, Redwood GP and Redwood Intermediate, the “Companies”), specified on Schedule I attached
hereto (collectively, the “Pubco Stockholders” and, together with the Redwood LP Member, the Redwood GP Member, and
the Redwood Intermediate Members, the “Consenting Parties”) in accordance with each entities’ bylaws or limited
liability company agreement, Section 18-302(d) of the Delaware Limited Liability Company Act, Section 141(f) of the Delaware General Corporation
Law or Section 17-302 of the Delaware Limited Partnership Act, as applicable, do hereby consent to, approve, ratify and confirm the following:


 


WHEREAS, the Pubco Stockholders
are each a party to the Stockholders Agreement of the Company, dated October 22, 2021 (the “Stockholders Agreement”);


 


WHEREAS, each of HPS Investment
Partners, LLC (“HPS”), Redwood Intermediate, Redbox Automated Retail, LLC, a Delaware limited liability company (“Redbox
Automated”), and Redbox Incentives LLC, an Illinois limited liability company (“Redbox Incentives”, together
with Redbox Intermediate and Redbox Automated, the “Loan Parties”)), have entered into that certain Incremental Assumption
and Amendment Agreement No. 6 to Credit Agreement, dated as of the date hereof (the “Amendment”), to the Credit Agreement,
dated as of October 20, 2017 (as amended by that certain Incremental Assumption and Amendment Agreement, dated as of September 7, 2018,
that certain Amendment No. 2, dated as of September 30, 2020, that certain Amendment No. 3, dated as of December 28, 2020, that certain
Incremental Assumption and Amendment Agreement No. 4, dated as of January 29, 2021 that certain Amendment No. 5, dated as of May 16, 2021,
and that certain Consent Agreement to Amendment No. 5 to the Credit Agreement, dated as of October 11, 2021, the “Existing Credit
Facility”; the Existing Credit Facility, as amended by the Amendment, the “Amended Credit Facility”), by and
among HPS, as administrative agent and collateral agent, the Loan Parties and the other lenders party thereto, and the Consenting Parties
wish to waive certain rights in connection with (i) the Amendment, (ii) the Amended Credit Facility, (iii) certain other agreements or
documents constituting exhibits to the Amendment or required to be executed pursuant to the Amendment and/or any other Loan Document (for
this purpose only, as defined in the Amended Credit Facility) (each, as amended, restated, amended and restated, supplemented and/or otherwise
modified from time to time, an “Additional Amendment Document”, collectively, “Additional Amendment Documents”)
and (iv) the transactions contemplated thereby;


 


WHEREAS, each of the
Company, Redwood LP, and AP VIII Aspen Holdings, L.P., a Delaware limited partnership (“Aspen”), wish to enter
into a Voting and Support Agreement (the “Voting Agreement”), pursuant to which, and in accordance with its terms
and among other things, Aspen and Redwood LP shall agree to vote their shares of the Company (i) in favor of a Transaction (as
defined in the Voting Agreement), subject to certain conditions, (ii) in opposition to any transaction involving the Company that
has not been approved or recommended by the board of directors of the Company or any committee to which the board of directors
delegates such authority, and (iii) in favor of any directors that are proposed or nominated to the board of directors of the
Company by the Company at any annual meeting of the Company; and


 






     


     


    

 


WHEREAS, Redwood LP and the
Company wish to enter into a waiver to that certain Tax Receivable Agreement, dated October 22, 2021, by and among Redwood LP, Seaport
Global Acquisition Corp. and Redwood Intermediate, pursuant to which, and in accordance with its terms, Redwood LP shall agree to waive
certain of its rights in connection with a transaction.


 


NOW, THEREFORE, BE IT RESOLVED, that:


 


	1.	Stockholder Consents.




 


a)        Each Consenting Party
hereby unconditionally and irrevocably (i) provides its consent to the matters set forth in this Section 1, which consent shall
operate as a consent under Section 5 of, and waiver of its rights under Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.8, 2.9, 4.1 and 7.18
of, the Stockholders Agreement, and (ii) waives its consent or approval rights, veto rights, voting rights and nomination, removal and
replacement rights, as applicable, with respect to, and consents to, the matters set forth in Section 1(b) under any other applicable
organizational document, stockholder agreement, investor rights or similar agreement of the Companies or any of their respective affiliates
to which such Consenting Party is a party or beneficiary, including the Third Amended and Restated Limited Liability Company Agreement
of Outerwall Holdings, LLC, dated as of October 22, 2021 and the Third Amended and Restated Limited Liability Company Agreement of Redwood
Holdco GP, LLC, dated as of October 22, 2021.


 


		b)	Each Consenting Party hereby unconditionally and irrevocably agrees to:



 


		i.	fix the size of the board at five members, or any other number as determined by the board of directors
of Redbox Entertainment, Inc. (the “Board”);



 


		ii.	cause the resignation from the Board of Jay Burnham, Emanuel R. Pearlman, Reed Rayman, Michael Redd, David
B. Sambur, Lee J. Solomon and Charles Yamarone;



 


		iii.	the nomination and election or appointment to the Board of Gregory W. Frenzel, Neal P. Goldman and one
other independent director satisfying the requirements under the Amended Credit Facility;



 


		iv.	enter into the Voting and Support Agreement, dated as of the date hereof, by the parties thereto, attached
hereto as Exhibit A; and



 


		v.	enter into the waiver, dated as of the date hereof, to that certain Tax Receivable Agreement, dated October
22, 2021, by and among Redwood Holdco, LP, Seaport Global Acquisition Corp. and Redwood Intermediate, LLC, attached hereto as Exhibit
B.



 


c)        Each undersigned Consenting Party hereby
unconditionally and irrevocably (solely in its capacity as a member or stockholder of the Companies, as applicable) hereby waives
its rights with respect to the Amendment, the Amended Credit Facility, each Additional Amendment Document and the transactions
contemplated thereby, including the issuance of warrants (and of common shares upon the exercise thereof) to the Loan Parties.


 


d)       
Each Consenting Party agrees to take all actions necessary to effect or cause the Companies to effect the foregoing, including to
(i) call, or cause the Companies to call, a meeting of the stockholders or members of the Companies as may be necessary, (ii) vote
all shares or units of the Companies owned or held of record by such Stockholder at any meeting of the stockholders or members of
the Companies, or take all actions by written consent in lieu of any such meeting as necessary, (iii) enter into agreements or
amendments to agreements, or waive rights under agreements, including organizational documents of the Companies or any of their
respective Affiliates, including the Third Amended and Restated Limited Liability Company Agreement of Outerwall Holdings, LLC,
dated as of October 22, 2021 and the Third Amended and Restated Limited Liability Company Agreement of Redwood Holdco GP, LLC, dated
as of October 22, 2021. The Stockholders agree that the agreements, consents, approvals and waivers provided by the Stockholders
herein shall be enforceable by HPS Investment Partners, LLC against the Stockholders.


 






     


     


    

 


2.            
No Ownership Interest. Nothing contained in this consent shall be deemed to vest in the other parties any direct or indirect ownership
or incidence of ownership of or with respect to the shares of the Company held by the other Consenting Parties. All rights, ownership
and economic benefits of and relating to the current shares of the Company shall remain vested in and belong to each Consenting Party,
and the other parties shall have no authority to direct each Consenting Party in the voting or disposition of any of the shares of the
Company, except as otherwise provided herein.


 


3.            
Severability. Each provision of this consent is separable from every other provision of this consent. If any provision of this
consent is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i)
such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent,
(ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such
provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such
provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability
of any other provision of this Agreement.


 


4.             Governing
Law; Jurisdiction. This consent, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity
or otherwise) that may be based upon, arise out of or relate to this consent (including any schedule or exhibit hereto) or the
negotiation, execution or performance of this consent, shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to any choice or conflict of law provision or rule (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. Each of the
Consenting Parties agrees that any action related to this consent shall be brought exclusively in the Court of Chancery of the State
of Delaware or, if under applicable law, exclusive jurisdiction over such matter is vested in the federal courts, any federal court
in the State of Delaware and any appellate court from any thereof (the “Chosen Courts”). By executing and
delivering this consent, each of the Consenting Parties irrevocably: (i) accepts generally and unconditionally submits to the
exclusive jurisdiction of the Chosen Courts for any action relating to this consent; (ii) waives any objections which such
Consenting Party may now or hereafter have to the laying of venue of any such action contemplated by this Section 4 and hereby
further irrevocably waives and agrees not to plead or claim that any such action has been brought in an inconvenient forum; (iii)
agrees that it will not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for
leave from any such court; (iv) agrees that it will not bring any action contemplated by this Section 4  in any court other
than the Chosen Courts; (v) agrees that service of all process, including the summons and complaint, in any action may be made by
registered or certified mail, return receipt requested, to such Party at their respective addresses or in any other manner permitted
by law; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such
party in the action, and otherwise constitutes effective and binding service in every respect. Each of the Consenting Parties hereto
agrees that a final judgment in any action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law, and each Consenting Party further agrees to the non-exclusive jurisdiction of the
Chosen Courts for the enforcement or execution of any such judgment.


 


5.             Waiver
of Jury Trial. THE CONSENTING PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS CONSENT
OR THE BREACH, TERMINATION OR VALIDITY OF THIS CONSENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS CONSENT. NO PARTY TO
THIS CONSENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR
ARISING OUT OF, THIS CONSENT OR ANY RELATED INSTRUMENTS. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS CONSENT CERTIFIES THAT
IT HAS BEEN INDUCED TO ENTER INTO THIS CONSENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH
ABOVE IN THIS SECTION 5. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 5
WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.


 






     


     


    

 


6.            
Amendments. This consent may only be amended or modified by an instrument in writing signed by each of the Parties.


 


7.            Counterparts.
This consent may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by
facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.


 


8.            
Successors and Assigns. The provisions of this consent shall be binding upon and inure to the benefit of the Consenting Parties
and their respective successors and assigns; provided that, no Consenting Party may assign, delegate or otherwise transfer any
of its rights or obligations under this consent without the prior written consent of the other Consenting Parties.


 


[Remainder of this Page Intentionally Left Blank]


 



     


     


    




 


IN WITNESS WHEREOF, the undersigned
have executed this consent as of the date first set forth above.


 














	 	REDWOOD HOLDCO GP, LLC




 


	 	By: New Outerwall, Inc., its sole member 




	 	By: Aspen Parent, Inc., its sole stockholder




	 	By: Outerwall Holdings, LLC, the sole holder of its Class A shares




	 	By: Aspen Parent Holdings, LLC, its majority member




	 	By: AP VIII Aspen Holdings, L.P., its sole member




	 	By: AP VIII Aspen Holdings GP, LLC, its general partner




 


	 	/s/ Joseph D. Glatt







	 	Name:	Joseph D. Glatt




	 	Title:	Vice President




 


[Signature Page to Omnibus Written Consent]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this consent as of the date first set forth above.


 





	 	NEW OUTERWALL INC.




 


	 	By: Aspen Parent, Inc., its sole stockholder




	 	By: Outerwall Holdings, LLC, the sole holder of its Class A shares




	 	By: Aspen Parent Holdings, LLC, its majority member




	 	By: AP VIII Aspen Holdings, L.P., its sole member




	 	By: AP VIII Aspen Holdings GP, LLC, its general partner
	 	 
	 	/s/ Joseph D. Glatt







	 	Name:	Joseph D. Glatt
	 	Title:	Vice President




 


[Signature Page to Omnibus Written Consent]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this consent as of the date first set forth above.


 





	 	REDWOOD HOLDCO, LP




 


	 	By: Redwood Holdco GP, LLC, its general partner




	 	By: New Outerwall, Inc., its sole member




	 	By: Aspen Parent, Inc., its sole stockholder




	 	By: Outerwall Holdings, LLC, the sole holder of its Class A shares




	 	By: Aspen Parent Holdings, LLC, its majority member




	 	By: AP VIII Aspen Holdings, L.P., its sole member




	 	By: AP VIII Aspen Holdings GP, LLC, its general partner
	 	 
	 	/s/ Joseph D. Glatt







		Name:	Joseph D. Glatt




	 	Title:	Vice President




 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this consent as of the date first set forth above.


 





	 	REDBOX ENTERTAINMENT, INC.







 


	 	By:	/s/ Galen C. Smith




	 	 	Name: Galen C. Smith 




	 	 	Title: Chief Executive Officer




 








[Signature Page to Omnibus Written Consent]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed this consent
as of the date first set forth above.


 





	 	SEAPORT GLOBAL SPAC, LLC
	 	 
	 	By:	/s/ Stephen C. Smith
	 	 	Name: Stephen C. Smith
	 	 	Title: Member


  


[Signature Page to Omnibus Written Consent]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has
executed this consent as of the date first set forth above.


 





	 	AP VIII ASPEN HOLDINGS, L.P.




 


	 	By: AP VIII Aspen Holdings GP, LLC
	 	 







	 	By:	/s/ Joseph D. Glatt




	 	 	Name:	Joseph D. Glatt




	 	 	Title:	Vice President




 






     


     


    

 


SCHEDULE I


 


Seaport Global SPAC, LLC


 


Redwood Holdco, LP


 


AP VIII Aspen Holdings, L.P.