EX-10.37





 Exhibit 10.37 

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT 

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 3, 2020 (the
“Amendment Effective Date”), is entered into by and among SeatGeek, Inc., a Delaware corporation (“Parent”), and each of its Qualified Subsidiaries (individually and collectively, “Borrower”), the
several banks and other financial institutions or entities from time to time parties thereto as Lender, and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in
such capacity, together with its successors and assigns in such capacity, “Agent”). 
 The Borrower, the Lender and Agent
are parties to a Loan and Security Agreement dated as of June 12, 2019 (as amended, restated or modified from time to time, the “Loan and Security Agreement”). The Borrower has requested that Agent and Lender agree to certain
amendments to the Loan and Security Agreement. Agent and Lender have agreed to such request, subject to the terms and conditions hereof. 

Accordingly, the parties hereto agree as follows: 

SECTION 1 Definitions; Interpretation. 

(a) Terms Defined in Loan and Security Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and
not otherwise defined herein shall have the meanings assigned to them in the Loan and Security Agreement. 
 (b) Interpretation. The
rules of interpretation set forth in Section 1.1 of the Loan and Security Agreement shall be applicable to this Amendment and are incorporated herein by this reference. 

(c) Amendments to the Loan and Security Agreement. 

(d) The Loan and Security Agreement shall be amended as follows effective as of December 31, 2019: 

Section 7.19 is hereby amended and restated in its entirety as follows: 

7.19 Subsidiary Downstreaming. Without limiting any other covenant set forth in this Agreement, Borrower shall not loan, invest, transfer,
or downstream any cash or other assets or property (including through cost22 plus transfer arrangements) to any Subsidiary that is not a Borrower hereunder in excess of $3,000,000 per fiscal quarter. Notwithstanding anything to the contrary in the
preceding sentence of this Section 7.19 and otherwise in this Agreement, Borrower may, solely during the fiscal year of 2020, loan, invest, transfer, or otherwise downstream a total amount not to exceed $2,000,000 to SeatGeek Israel Ltd, a
fully-owned Subsidiary of Parent formed under the laws of Israel, to be used as capital expenditures required for acquiring and completing its Israeli office space. 

(e) References Within Loan and Security Agreement. Each reference in the Loan and Security Agreement to “this Agreement” and
the words “hereof,” “herein,” “hereunder,” or words of like import, shall mean and be a reference to the Loan and Security Agreement as amended by this Amendment. 

SECTION 2 Conditions of Effectiveness. The effectiveness of (C) of this Amendment shall be subject to the
satisfaction of each of the following conditions precedent: 
 (a) This Amendment. Agent shall have received this Amendment, executed
by Agent, the Lender and the Loan Parties. 
 (b) Representations and Warranties; No Default. On the Amendment Effective Date, after
giving effect to the amendment of the Loan and Security Agreement contemplated hereby: 

  
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 (i) The representations and warranties contained in Section 4
shall be true and correct on and as of the Amendment Effective Date as though made on and as of such date; and 
 (ii) There exist no Events
of Default or events that with the passage of time would result in an Event of Default. 
 SECTION 3 Representations and
Warranties. To induce Agent and Lender to enter into this Amendment, each Borrower hereby confirms, as of the date hereof, (a) that the representations and warranties made by it in Section 5 of the Loan and Security Agreement and in
the other Loan Documents are true and correct in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in
the text thereof; (b) that there has not been and there does not exist a Material Adverse Effect; and (c) that the information included in the Perfection Certificate delivered to Agent on the Closing Date remains true and correct. For the
purposes of this Section 4, (i) each reference in Section 5 of the Loan and Security Agreement to “this Agreement,” and the words “hereof,” “herein,” “hereunder,” or words of
like import in such Section, shall mean and be a reference to the Loan and Security Agreement as amended by this Amendment, and (ii) any representations and warranties which relate solely to an earlier date shall not be deemed confirmed and
restated as of the date hereof (provided that such representations and warranties shall be true, correct and complete as of such earlier date). 

SECTION 4 Miscellaneous. 
 (a)
Loan Documents Otherwise Not Affected; Reaffirmation. Except as expressly amended pursuant hereto or referenced herein, the Loan and Security Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are
hereby ratified and confirmed in all respects. The Lender’s and Agent’s execution and delivery of, or acceptance of, this Amendment shall not be deemed to create a course of dealing or otherwise create any express or implied duty by any of
them to provide any other or further amendments, consents or waivers in the future. Each Borrower hereby reaffirms the grant of security under Section 3.1 of the Loan and Security Agreement and hereby reaffirms that such grant of security in
the Collateral secures all Secured Obligations under the Loan and Security Agreement and the other Loan Documents. 
 (b) Conditions.
For purposes of determining compliance with the conditions specified in Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto. 

(c) Release. Borrower hereby fully, finally and forever acquit, quitclaim, release and discharge Agent and Lender and their respective
officers, directors, employees, agents, successors and assigns of and from any and all obligations, claims, liabilities, damages, demands, debts, liens, deficiencies or cause or causes of action to, of or for the benefit (whether directly or
indirectly) of Borrower, at law or in equity, known or unknown, contingent or otherwise, whether asserted or unasserted, whether now known or hereafter discovered, whether statutory, in contract or in tort, as well as any other kind or character of
action now held, owned or possessed (whether directly or indirectly) by Borrower on account of, arising out of, related to or concerning, whether directly or indirectly, proximately or remotely (i) the negotiation, review, preparation or
documentation of the Loan Documents or any other documents or agreements executed in connection therewith, (ii) the administration of the Loan Documents, (iii) the enforcement, protection or preservation of Agent’s and Lender’s
rights under the Loan Documents, or any other documents or agreements executed in connection therewith, (iv) the negotiation, review, preparation and documentation of this Amendment or any other documents or agreements executed in connection
herewith, and/or (v) any action or inaction by Agent or Lender in connection with any such documents, instruments and agreements. 

Borrower acknowledges having read and understood and hereby waives the benefits of Section 1542 of the California Civil Code, which
provides as follows (and hereby waives the benefits of any similar law of the state that may be applicable): 

  
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 “A general release does not extend to claims that the creditor or releasing party does
not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” 

Borrower acknowledges that the foregoing provisions of this Section 5(c) are intended to be a general release with
respect to the matters described therein. Borrower does hereby expressly acknowledge and agree that the waivers and releases contained in this Amendment shall not be construed as an admission of and/or the existence of any claims of Borrower against
Agent or Lender. Borrower does hereby acknowledge and agree that the value to Borrower of this Amendment and of the covenants and agreements on the part of Lender contained in this Amendment substantially and materially exceeds any and all value of
any kind or nature whatsoever of any claims or liabilities waived or released by Borrower hereunder. 
 (d) No Reliance. Each Borrower
hereby acknowledges and confirms to Agent and the Lender that such Borrower is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication
by or on behalf of any other Person. 
 (e) Costs and Expenses. Each Borrower agrees to pay to Agent on the Amendment Effective Date
the out-of-pocket costs and expenses of Agent and the Lenders party hereto, and the fees and disbursements of counsel to Agent and the Lenders party hereto (including
allocated costs of internal counsel), in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith on the Amendment Effective Date or after such date. 

(f) Binding Effect. This Amendment binds and is for the benefit of the successors and permitted assigns of each party. 

(g) Governing Law. This Amendment and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the
laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. 

(h) Complete Agreement; Amendments. This Amendment and the Loan Documents represent the entire agreement about this subject matter and
supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents
merge into this Amendment and the Loan Documents. 
 (i) Severability of Provisions. Each provision of this Amendment is severable
from every other provision in determining the enforceability of any provision. 
 (j) Counterparts. This Amendment may be executed in
any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Amendment. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile, portable document format (.pdf) or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. 

(k) Loan Documents. This Amendment shall constitute a Loan Document. 

[Balance of Page Intentionally Left Blank; Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date
first above written. 
  

			
	BORROWER:
	
	SEATGEEK, INC.
		
	Signature:	 	 /s/ John Tracy

		
	Print Name:	 	John Tracy
		
	Title:	 	CFO
	
	EVERY FAN TICKETS, LLC
		
	Signature:	 	 /s/ John Tracy

		
	Print Name:	 	John Tracy
		
	Title:	 	Director


 [Signature Page to First Amendment to Loan and Security Agreement] 












 
			
	AGENT:
	
	HERCULES CAPIT INC.
		
	Signature:	 	 /s/ Zhuo Huang

		
	Print Name:	 	Zhuo Huang
		
	Title:	 	Associate General Counsel
	
	LENDER:
	
	HERCULES CAPITA INC.
		
	Signature:	 	 /s/ Zhuo Huang

		
	Print Name:	 	Zhuo Huang
		
	Title:	 	Associate General Counsel


 [Signature Page to First Amendment to Loan and Security Agreement]