Chicken Soup for the Soul Entertainment, Inc. (NasdaqGM:CSSE) (Company) entered into a definitive agreement to acquire Redbox Entertainment Inc. (NasdaqGM:RDBX) from Seaport Global Asset Management LLC, Redwood Holdco Limited, Apollo Management Holdings, L.P. and others for $10.8 million on May 10, 2022. Redbox stockholders will receive a fixed exchange ratio of 0.087 of a share of class A common stock of Chicken Soup for the Soul Entertainment per Redbox share. Following the close of the transaction, Chicken Soup for the Soul Entertainment stockholders will own approximately 76.5% of the combined company, and Redbox stockholders will own approximately 23.5% of the combined company. Each share of Class B common stock of Redbox will be automatically cancelled for no additional consideration. Upon closing, the combined entity will retain the name Chicken Soup for the Soul Entertainment and will continue to trade under the ticker symbol “CSSE” on the Nasdaq stock exchange. Upon completion of the mergers, the current directors and executive officers of CSSE are expected to continue in their current positions.

The transaction is subject to the receipt of required regulatory approvals and other customary closing conditions. The parties' obligation to consummate the Mergers (the “Closing”) is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including the Company's receipt of certain financing from Redbox's current lender and: (i) the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement by the affirmative vote of the holders of at least a majority of the Redbox Class A Common Stock and Redbox Class B Common Stock, voting as a single class, (ii) the listing of the Company Class A Common Stock issuable as merger consideration on Nasdaq, (iii) the approval of the issuance of the Company Class A Common Stock issuable as Merger Consideration by the affirmative vote, or consent of the holders, of a majority of the common stock of the Company cast on the proposal, with Company Class A Common Stock and the Company's class B common stock voting as a single class, which approval was satisfied by delivery of an irrevocable written consent from the controlling shareholder of the Company, (iv) the effectiveness of a registration statement on Form S-4 with respect to the Company Class A Common Stock issuable as merger consideration, (v) the expiration or termination of applicable waiting periods under the HSR Act and no restraints or other injunctions prohibiting the Closing, (vi) no Material Adverse Effect on Redbox or the Company, (vii) Redbox's current lender having executed and delivered to the Company definitive financing agreements and (viii) certain other customary conditions relating to the parties' representations and warranties in the Merger Agreement and the performance of their respective obligations. Redbox and Chicken Soup stockholders and boards have unanimously approved the transaction. Redbox stockholders holding approximately 86% of the Redbox voting power have entered into a voting agreement to approve the transaction. Chicken Soup for the Soul Entertainment stockholders holding approximately 91% of the voting power of Chicken Soup for the Soul Entertainment have delivered a written consent approving the transaction. Both Companies majority shareholders have approved the terms. As of August 9, 2022, the shareholders of Redbox has approved the deal. The transaction is expected to close in the second half of 2022. The combination is expected to be accretive to Adjusted EBITDA in 2023.

Guggenheim Securities, LLC is serving as financial advisor and fairness opinion provider to Chicken Soup for the Soul Entertainment and David Alan Miller and Brian Ross of Graubard Miller is serving as legal counsel to Chicken Soup for the Soul Entertainment. PJT Partners is serving as financial advisor to Redbox. Kroll, LLC is serving as financial advisor with a service fee of $300,000 and fairness opinion provider with a service fee of $425,000 Redbox. Frederick S. Green, Annemargaret Connolly, Daniel Nicholas, David J. Cohen, Gabriel F. Gregson, Karen N. Ballack, Matt Barr, Nicholas J. Pappas, Paul J. Wessel, Stuart J. Goldring, Vadim M. Brusser, Olivia J. Greer, Alexa Chu Clinton, Michael C. Naughton, Ryan Tooley, Rebecca Sivitzand, Matthew J. Gilroy, Olivia J. Greer, Alexa Chu Clinton, Michael C. Naughton, Ryan Tooley and Rebecca Sivitz of Weil, Gotshal & Manges LLP is serving as legal counsel to Redbox Entertainment Inc.. Kroll, LLC acted as fairness opinion provider to Redbox. Continental Stock Transfer & Trust Company acted as transfer agent. CSSE has agreed to pay Guggenheim Securities a cash transaction fee of $15 million, $1.5 million of which was paid in connection with the delivery of Guggenheim Securities' opinion and the remainder of which will become payable upon the successful consummation of the mergers. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to funds managed by affiliates of Apollo Management Holdings, L.P. in this transaction.

Chicken Soup for the Soul Entertainment, Inc. (NasdaqGM:CSSE) completed the acquisition of Redbox Entertainment Inc. (NasdaqGM:RDBX) from Seaport Global Asset Management LLC, Redwood Holdco Limited, Apollo Management Holdings, L.P. and others on August 11, 2022. Effective upon completion, William J. Rouhana, Jr. became the sole director of Redbox. As a result of the Mergers, Gregory W. Frenzel, Neal P. Goldman, Kimberly Kelleher, Galen C. Smith, and Robert H. Warshauer ceased to be directors of Redbox.