Vivid Seats SPAC Presentation Deck

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#1Investor Presentation April 2021 VIVIDSEATS.#2Disclaimer This confidential presentation (the "presentation") is being delivered to you by Horizon Acquisition Corporation ("Horizon") and Hoya Intermediate, LLC, an indirect parent of Vivid Seats L.L.C. ("Vivid Seats") for use by Vivid Seats and Horizon in connection with their proposed business combination and the offering of the securities of the post-business combination company in a private placement (the "Transaction"). This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Vivid Seats. Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Horizon or Vivid Seats is prohibited. By accepting this presentation, each recipient and its directors, partners, officers, employees, attorney(s), agents and representatives ("recipient") agrees: (i) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to return or destroy all copies of this presentation or portions thereof in its possession following the request for the return or destruction of such copies. This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the proposed business combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Vivid Seats. The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Horizon or Vivid Seats or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction between Horizon and Vivid Seats and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Horizon and Vivid Seats disclaim any duty to update the information contained in this presentation. Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Horizon's and Vivid Seats' actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect", "estimate", "project", "budget", "forecast", "anticipate", "intend", "plan", "may", "will", "could", "should", "believes", "predicts", "potential", "continue", and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Horizon's and Vivid Seats' expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction and the timing of the completion of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Horizon's registration statement on Form S-1. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form S-4 relating to the Transaction, which is expected to be filed by Vivid Seats with the Securities and Exchange Commission (the "SEC") and other documents filed by Horizon from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward looking statements. Most of these factors are outside Horizon's and Vivid Seats' control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Horizon or Vivid Seats following the announcement of the Transaction; (2) the inability to complete the Transaction, including due to the inability to concurrently close the business combination and the private placement of common stock or due to failure to obtain approval of the stockholders of Horizon; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Transaction; (4) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (5) the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (6) costs related to the Transaction; (7) changes in the applicable laws or regulations; (8) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (9) the impact of the global COVID-19 pandemic; and (10) other risks and uncertainties indicated from time to time described in Horizon's registration on Form S-1, including those under "Risk Factors" therein, and in Horizon's other filings with the SEC. Horizon and Vivid Seats caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither Horizon nor Vivid Seats undertakes or accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Industry and Market Data In this presentation, Horizon and Vivid Seats rely on and refer to publicly available information and statistics regarding market participants in the sectors in which Vivid Seats competes and other industry data. Any comparison of Vivid Seats to the industry or to any of its competitors is based on this publicly available information and statistics and such comparisons assume the reliability of the information available to Vivid Seats. Vivid Seats obtained this information and statistics from third-party sources, including reports by market research firms and company filings. While Vivid Seats believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Neither Vivid Seats nor Horizon has independently verified the information provided by the third-party sources. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SMO or ® symbols, but Horizon and Vivid Seats will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. VIVIDSEATS. 2#3Disclaimer (cont'd) Private Placement The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This presentation relates to securities that Vivid Seats intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense. Financial and Other Information This presentation contains certain estimated preliminary financial results and key operating metrics for the year ended December 31, 2020, and the historical financial information respecting Vivid Seats contained in this presentation has been taken from or prepared based on historical financial statements of Vivid Seats, including unaudited financial statements for its fiscal year ended December 31, 2020. This information is preliminary and subject to change. As such, actual results may differ from the estimated preliminary results presented here and will not be finalized until year-end accounting procedures are completed. This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as EBITDA, EBITDA Margin, Adjusted EBITDA and Free Cash Flow. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Vivid Seats believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Vivid Seats. Vivid Seats' management uses forward-looking non-GAAP measures to evaluate Vivid Seats' projected financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Vivid Seats' financial measures. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, Vivid Seats' non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non- GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Use of Projections This presentation also contains certain financial forecasts, including projected revenue. Neither Horizon's nor Vivid Seats' independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect there to for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of Horizon's or Vivid Seats' control. While all financial projections, estimates and targets are necessarily speculative, Horizon and Vivid Seats believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Participation in Solicitation Horizon and Vivid Seats and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Horizon's shareholders in connection with the proposed Transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed Transaction of Horizon's directors and officers in Horizon's filings with the SEC, including Horizon's registration statement on Form S-1, which was originally filed with the SEC on August 3, 2020. To the extent that holdings of Horizon's securities have changed from the amounts reported in Horizon's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form S-4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Horizon's shareholders in connection with the proposed Transaction will be set forth in the proxy statement/prospectus on Form S-4 for the proposed Transaction, which is expected to be filed by Vivid Seats with the SEC. Investors and security holders of Horizon and Vivid Seats are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed Transaction. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about Horizon and Vivid Seats through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Horizon can be obtained free of charge by directing a written request to Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830. VIVIDSEATS. 3#4Transaction Summary Opportunity Vivid Seats is a scaled, growing and highly profitable secondary ticketing marketplace $39 billion growing ticketing market opportunity serving the sports and entertainment markets Well positioned for both significant immediate growth in post-pandemic recovery and above- market long term growth from strategic positioning and competitive advantages Strategic Sponsor and aligned shareholders with strong pro form a balance sheet to capitalize on opportunity ● Capital Structure Vivid Seats shareholders rolling 100% of their equity $750 million of proceeds used for debt repayment and capital structure optimization Horizon has $544 million of cash in trust account (including $155 million committed by Sponsor) PIPE size: $225 million (including Sponsor investment) ● ● ● ● Valuation ● Enterprise value of $2.1 billion Implied EV / 2019A EBITDA of 16.1x Implied EV / 2022E EBITDA of 18.7x Attractive valuation versus other digital marketplaces and ticketing peers - 2 VIVIDSEATS. Key Leadership Stan Chia CEO - Vivid Seats Lawrence Fey CFO - Vivid Seats Todd L. Boehly CEO, CFO, Director - Horizon 4#5Horizon Acquisition Corporation Investment Highlights Co-Founder, Chairman and CEO of Eldridge Grew Eldridge to over $40 billion (1) in total assets across multiple sectors, including media and entertainment and consumer-oriented businesses Former President of Guggenheim Partners and founded credit business at Guggenheim Track record of building, operating and investing in private and public businesses in a variety of market sectors, including strategic focus on sports and media Select Investments A24 dcp KILLERS dick clark productions Truebill STASH DRAFT KINGS Todd L. Boehly CEO, CFO and Director - Horizon Acquisition Corp. Rolling Stone VIVIDSEATS. VARIETY PARKS VIBE (1) As of December 2020 n SYNERGY EPIC GAMES Dodgers Hollijwood REPORTER CLOUD the BEVERLY HILTON FLeXJET billboard W WALDORF ASTORIA' BEVERLY HILLS Pain QUOTIDIEN Key Investment Highlights for Horizon Rule of 40: Growth & Profitability Strong Market Share Momentum Unique Competitive Advantages Significant Industry Rebound. Strategic M&A & Partnership Opportunities Talented Management Team Aligned Shareholders & Strong Balance Sheet 5#6Experienced Management Team Poised to Drive Continued Growth Today's Presenters zoomer VIVIDSEATS. GRUBHUB Jon Wagner CTO eMoney Stan Chia CEO amazon Sarah Doll Chief People Officer snapsheetenova FOX NETWORKS GROUP Geoff Lester ССО StubHub Lawrence Fey CFO GTCR Morgan Stanley GRUBHUB Rob Rotondo VP Operations Capital One AMERICAN EXPRESS 1 1 1 1 Riva Bakal SVP, Strategy & Product Craftsy 6#7Vivid Seats: Scaled, Growing and Profitable Optimally positioned for the return of live events Our Mission: To be the market-leading ticketing marketplace and technology partner that powers the ticketing ecosystem Our Business: We are a scaled, growing, and highly profitable secondary ticketing marketplace serving the concert, sports & theater markets Full service provider handling all transaction elements and acting as a single point of contact for buyers and sellers State-of-the-art technology platform serving buyers and a leading ERP system for the seller community Compelling financial profile with consistent Gross Order Value and EBITDA growth Exceptionally well positioned to benefit from live events return post COVID-19 Significant upside potential from multiple growth levers ● ● Key Statistics (¹); VIVIDSEATS. 12+ million customers 200k+ eeeeee $2.3BN listed GOV (2) events 17+ million tickets sold annually 3,400+ Active sellers $469MM Net Revenue (1) Represent 2019 metrics (2) Gross order value represents the total transactional amount of marketplace orders placed on our platform in a period inclusive of fees and net of cancellations that occurred during that period $128MM EBITDA 7#81 2 3 4 Investment Highlights Two-Sided Marketplace With Powerful Network Efficiencies Leading Player In Large Market Poised For Significant Recovery Outpacing Market Growth with Efficient Customer Acquisition Model Strong Profitability and Cash Flow with Lean Cost Structure VIVIDSEATS. 12+ Million Cumulative VS Customers 3,400+ Sellers (2019) $39bn TAM (2019) 2.5 Million New Customers in 2019 2,500+ SkyBox Sellers 27% EBITDA Margin (2019) 113% EBITDA to FCF Conversion (2019) 8#9Vivid Seats Is a Full Service Marketplace... Distribution Partners American Airlines <AESARS. GROUPON THEATRELAND TICKETOFFICES.com TICKETSONSALE VIVIDSEATS. The Vivid Seats Ecosystem Ticket Sellers Vivid Seats Infrastructure VIVIDSEATS. Marketplace available via App, desktop and mWeb Consumers 1. Marketplace 2. Industry 3. Platform SkyBox Free-to-user ERP system with direct integrations across all major marketplaces 4. Financials 9#10Concerts (46% of 2019 GOV) BEYONCÉ LUKE BRYAN 1-7 ...With a Broad Portfolio of Events Full spectrum of ticket choices from 50-yard line seats at the Super Bowl to standing room only tickets at small concerts DRAKE JUSTIN BIEBER COLDPLAY Paulmat BRUNO MARS kanYeWest VIVIDSEATS. MCGRAW SPRINGSTEEN CARRIE UNDERWOOD ADELE $$$ BILLY JOEL 6.0) NUDEIDA VEDBELA LIND Country ON THE RIVER 200K+ Listed Events C UBS CLEVELAND CAVALIERS Sports (42% of 2019 GOV) Wella BRUINS COWBOYS GIANTS 2. X x 5. T AN Dodgers GOLDEN STATE WARRIORS LOS ANGELES LAKERS Mets CHAMPIONS CUP BIG DNT ASU G 8 Indians ONSTER JAM SUPER BOWL Patriots BOWL ROSE 1. Marketplace OST HAMILTON Theater (12% of 2019 GOV) THE BOOK OF MORM N THE LION KING WICKED The Nutcracker OF THE OPERA TORUK THE FIRST FLIGHT AVATAR 2. Industry Disney ONGICE Ar xx Seinfeld Beautiful The Carole King Musical JERSEY BOYS THE JIM GAFFIGAN SHOW 3. Platform DUNHAM SHOW 17MM + Tickets Sold SHOW INSIDE AMY SCHUMER CIRCUS BARSTOM CHRISTMAS CHAS O GRAND OLE OPRY dancing with the **stars OVO CRQUE DU SOLEL 4. Financials 10#111. Marketplace 2. Industry 4. Financials Compelling Two-Sided Value Proposition Drives Powerful Network Efficiencies Benefits to Sellers Relationship Management Broad Distribution & Marketing Fair Pricing and Terms Value-Added Technology Full-Service Support VIVIDSEATS. Sellers More More Listings VIVIDSEATS. More Transactions More Buyers 3. Platform Benefits to Buyers Efficiency / Value Broad Inventory of Events Brand Trust & Confidence Reach Awareness Customer Service Full service marketplace acting as a single point of contact for buyers and sellers 11#122. Industry Supply / Demand Dynamics Create a Favorable Market Backdrop... Supply Artist Reliance on Touring Income Sports teams, venues and promoters desperate for the return of audiences VIVIDSEATS. $Bn (1) Based on third-party reports and company estimates 29 7 23 2014 Large and Growing Market (1) 32 8 24 2015 34 Primary 9 25 2016 36 10 26 38 2017 11 27 2018 Secondary 39 11 28 2019 1. Marketplace Consumers Craving Live Experiences + 3. Platform Consumer Spending on Live Events Increasing Pre-Pandemic + Higher Disposable Income Post-pandemic 4. Financials Demand 12#13... With Significant Pent-up Demand for Live Experiences Elevated purchasing power after a period of record consumer savings $Tn Jan-19 Cumulative U.S. Personal Savings Since Jan-19 - Jun-19 Actual VIVIDSEATS. $4.6 Nov-19 Apr-20 Sep-20 Feb-21 -No Pandemic Scenario $2.7 "Many expect the concert industry will eventually return to its lucrative pre- Covid era former WME music exec Marc Geiger said he predicts a "Roaring Twenties" when shows return " 90% of US fans likely to attend live music events post-COVID (1) $1.9 trillion of pent-up consumer demand 26 Performers Itching to Get Back on Tour 2017 1. Marketplace 2. Industry 25 Planned Tours for Artists selling >500K Live Nation Tickets 2018 Sources: Bureau of Economic Analysis, 2020 Live Nation Global Impact of COVID-19 on Live Events Benchmark Study, Company Estimates (1) Live Music Event refers to audience likely to attend either concerts or music festivals when official deem it safe to do so 26 2019 0 2020 3. Platform 15-20 2021 -45 2022 4. Financials Whenever tours do come back in full force, the live music industry will face another trouble: a glut of artists all eager to hit the road at the same time. Competition has already been fierce for dates and venue holds as the industry has repeatedly re-adjusted over the past year. (One booker says some people are already seeking holds for 2023.) 13#141. Marketplace 2. Industry Track Record of Growth Built on Innovation and Customer Excellence Founded in 2001, Vivid Seats scaled rapidly and is continuing to diversify its offering to drive sustained growth $3,000 Gross Order Value (1) ($M) $2,500 $2,000 $1,500 $1,000 $500 $- 2009 Created Paid Search Automation System 2010 VIVIDSEATS. 2011 $100MM in Annual GOV 2012 Built Out Dedicated Mobile Site $500MM in Annual GOV 2013 Launched SkyBox ERP Software 2014 Platform Maturation $1bn in Annual GOV Launched iOS and Android Mobile Apps 2015 >$100MM LTM EBITDA 2016 $2bn in Annual GOV (1) Gross order value represents the total transactional amount of marketplace orders placed on our platform in a period 2017 Stan Chia Joined as CEO Rolled Out Mobile App v2.0 Launched Innovative Loyalty Program v1.0 Announced Partnership with Rolling Stone 2018 2019 AMERICA'S BEST CUSTOMER SERVICE 2020 Newsweek POHLALD statista 2020 Building Long-Term Customer Value .***. BEST CUSTOMER SERVICE Newsweek statista 2021 3. Platform 4. Financials Market Rebound 2022 Continued Growth 2023 14#15● - - COVID Impact Mitigated by Swift Operational Decisions • P&L: Rapid stream lining of expenses minimized losses in low volume environment Performance marketing spend scaled down immediately; brand spend quickly negotiated; COGS scale with volume G&A expense reduced by 50%+ within 2 months while retaining critical expertise across functional areas - April-December 2020 PF EBITDA losses limited to less than $2mm monthly despite 94% decline in GOV Customer and Partner Policies: Balanced policies implemented across ecosystem to ensure vibrant return - Provided customers option of cash refund or loyalty + charity upon event cancellation; $75mm + of cash refunds provided - Implemented differentiated 'net payment' model with sellers in March; first to normalize payment terms with POD+15 in November Expenses (2) Total Expenses (2) 2019 GOV (1) 94% Reduction COVID VIVIDSEATS. % 2019 Cost Structure Marketing & COGS 1 2019 -70% 90%+ Reduction COVID G&A Expense 2019 1. Marketplace COVID -30% 50%+ Reduction 2. Industry 2019 3. Platform (1) Gross order value represents the total transactional amount of marketplace orders placed on our platform in a period inclusive of fees and net of cancellations that occurred during that period (2) Expenses reflect reported results for June - December 2020 4. Financials 80% + Reduction COVID 15#161. Marketplace 2. Industry Unique Value Proposition within the Secondary Ticketing Ecosystem Profitability StubHub VIVIDSEATS. ticketmaster VIVIDSEATS (TM+) SeatGeek Growth 3. Platform 4. Financials Response to COVID-19 resulted in strong reputational gains with buyers and sellers. Well positioned to exploit the dislocation. within the ecosystem from COVID-19 and competitor M&A integration Freshly capitalized balance sheet and partnership with Horizon offers opportunity to accelerate momentum 16#171. Marketplace 2. Industry Positioned to Benefit Disproportionately from the Market Rebound Market Sentiment Leading Platform Financial Flexibility VIVIDSEATS. - Significant goodwill generated during the pandemic amongst key constituents Provided customers option of cash refund or loyalty + charity upon event cancellation - Introduced differentiated 'net payment' model with sellers in March First marketplace to normalize payment terms with POD +15 rollout in November - 3. Platform - Best-in-class for both buyers and sellers Proprietary paid search algorithms create unique engine for generating new customers Customer experience focused on event discovery and conversion A leading ERP for the seller community - 4. Financials Strong financial position to invest in brand marketing and loyalty to drive sustained long-term growth Exceptional margins with uniquely variable cost structure Favorable event mix (-60% concerts & theater) relative to competitors Flexibility to pursue opportunistic partnerships Compelling free cash flow profile with low capex and negative working capital 17#181. Marketplace 2. Industry Data, Platform and Proprietary Algorithms Create Unique Value Raw Data Demand Search Data Customer Traffic Data Transaction History Conversion Metrics User Data Seller Metrics Event Listings Seating Charts Pricing Information Third Party Data VIVIDSEATS. Supply Market Platform & Algorithms Ingest Integrate VIVIDSEATS. Package Analyze Enhance ● ● ● ● 3. Platform Marketplace Benefits VIVIDSEATS Billions of data points optimize customer acquisition Buyers Reach customers throughout buying process Share targeted and relevant content Comprehensive listings Competitive prices Customized recommendations drive discovery 4. Financials Sellers Immediate access to buyers Improved sell through Ability to adjust pricing to market shifts 18#1910:11 1 App Provides a Holistic Engagement & Transactional Experience Native Apps on iOS and Android span all critical customer moments Good morning, Bob Rock Star - $55 Rewards Cash Q Find events, teams or artists Chicago Recommended 20+ EVENTS Chicago Cubs Wrigley Field-Chicago, IL Thu, Apr 01- Sun, Sep 26 Favorites Near You Green Day Wrigley Field-Chicago, IL Sun Aug 15 5:30 2 EVENTS Rewards > Discovery Any Dates Luke Combs United Center - Chicago, IL Thu Nov 04-Fri Nov 05 VIVIDSEATS. View All Personalized recommendations & discovery experience Jar Unit We Elto Unit Fri 10:11 STREAMS F News Any Dates OPRY wowowwww.m Saturday Night at the Grand Ole Opry Sat, Jan 9 @ 7.00p CTT BLOG ITA Any Category Rock & Roll Hall of Fame: Virtual Fan Jam Sat, Jan 9 @ 10:00a CTT 2 Chainz Sat, Nov 14 @ 8:00p CTT The Piano Guys Album Launch Party Fri, Nov 20 @ 2:00p CTT Keith Richards - Live at the Palladium (1988) Sat, Nov 14 @ 2.00p CTT Engagement Content across genres & categories to engage users Mo Thu, 10:11 1 REWARDS Hello, Rock Star $936 to reach Hall of Famer status Next Reward: $6 $64 Spent $36 to go Rewards Balance View Earn History Rock Star Benefits $55 Earn 6% back on purchases $6.00 Cash Back for every $100 you spend in the app without earning limits Flexible rewards spending No restrictions on use and Rewards Cash doesn't expire for one year Rewards Program Only loyalty program in ticketing drives repeat purchases 10:12 Chicago Cubs All Games 84 EVENTS NEAR CHICAGO Thu Apr 1 Sat Apr 3 Sun Apr 4 1. Marketplace Mon Apr 5 Tue Apr 6 Wed Apr 7 Any Dates Pittsburgh Pirates at Chicago Cubs (Opening Day) Time TBD Wrigley Field - Chicago, IL Pittsburgh Pirates at Chicago Cubs Time TBD-Wrigley Field - Chicago, IL Pittsburgh Pirates at Chicago Cubs Time TBD. Wrigley Field - Chicago, IL Milwaukee Brewers at Chicago Cubs Time TBD - Wrigley Field - Chicago, IL Milwaukee Brewers at Chicago Cubs Time TBD - Wrigley Field - Chicago, IL Milwaukee Brewers at Chicago Cubs Time TBD - Wrigley Field - Chicago, IL Transactional Path 2. Industry Streamlined shopping experience 10:12 Terrace 218 Row 13. PITTSBURGH PIRATES AT CHICAGO CUBS SUN, APR 4 AT TIME TOD DELIVERY 3. Platform an NOTES Please note that you will need to use an iOS or Android mobile device gain entry to your event. Sat, Apr 3 This is your estimated delivery date. FEATURES Mobile Tickets Get in with your phone. 8 Tickets Preferred Seller Longstanding partners who continue to provide Vivid Seats with exceptional inventory and service. Shop with Peace of Mind We guarantee valid tickets delivered in time for the event or your money back Checkout 4. Financials $79 ea REWARDS 55 Spend your $55 reward! Simplified Purchase Purchase and fulfillment in app 19#20App Experience and Loyalty Program Increase Retention App GOV has increased ~4X since 2017 and accounted for 40%+ of 2020 GOV (1) 61 2015 Mobile App Transactions (000s) 251 2016 VIVIDSEATS. 415 2017 736 2018 1,261 2019 (1) Represents YTD GOV through February 2020 for owned properties 1 2:361 <Search VS Tiered rewards system for every fan with in-app perks Auto-enrollment with app download Material increase in App traffic since v2.0 and loyalty launch App v3.0 in development with launch in 2H 2021 Vivid Seats - Tickets Concert, Sports Game, Broadway 4.7***** 172K Ratings GET Any Samson Recommended #51 Entertainment Las Angeles Dodg Feb 23-S Man s Say Get the latest version of the app 4+ Age 1. Marketplace Di event Receive ar reco 2 9:41 Q Find events, teams or artists Any Location Recommended Notuban 190 EVENTS POPULAR 2. Industry Los Angeles Dodgers Dodger Stadium, Los Angeles Fri, Feb 23- Sun, Sep 30 Favorites Near You Any Dates HELMUT Buy tickets using the app View All 3. Platform View All 3 9:41 X REWARDS Hello MVP $79 to reach Rock Star status 4. Financials Next Credit: $12.50 $171 Spent $79 to go Credit Available View credits Earn credit with your purchases $25 20#211. Marketplace Foundational Tenets Established to Drive Brand Awareness Experience It Live We believe everyone should experience it live. Our mission is singularly focused on connecting buyers and sellers to enable everyone to experience it live VIVIDSEATS. Trust 100% Buyer Guarantee and the Best Customer Service in ticketing TE Incredible Selection Industry leading seller technology and management leads to unparalleled selection Value Scale and structural efficiency allow for competitive prices and ticketing's only loyalty program 喝 Innovation Native apps across all devices with best proprietary technology on search, personalization, and discovery 2. Industry 3. Platform a 4. Financials Authoritative Our partnerships with category leaders span multiple domains (e.g. ESPN, Rolling Stone) Community Enhancers CSR programs rooted in bettering both the community and the industry 21#221. Marketplace 2. Industry Best-in-class Seller Technology with Skybox Point of Sale Platform Deep relationships + business enabling technology positions Vivid Seats as marketplace of choice SKYBOX SEATS Search Events gwickel, throaps, ord MORE SEARCH OFTIONS+ Performers s 2001 Super Tampa Bay Buccaneers vs Kansas City Chef... TEL DECADEN Kansas City Royals at Chicago White Sox (Opening Day Buton Bad at Bar Cris 40 ARTED FL CHRO Kansas City yals at Chicago White So n BALTIMORE, Bond Saat Be Ones ANTED P Kayyals at Chicago White Sou as we 04 CANDER ME AALTING, O Seattle Martes at Oles SEARCH 21257 25.00 Minden Bar MIL HOME How Inventory VIVIDSEATS. C FILTERS HULK ACTION COLUMNS HOWNEWSty . $ 1 ying this cat, you agree to be by Themen Purses Reports 4 7621 Super Bowl Tampa Bay Buccaneers vs Kansas City Chir Reduced Capacity, So 4 4 300 NOW Katyysts at Chicags White Sopening Day) Field Chapter 18, 201 $100.00 105 105 de Ordes Cadenastere, D 100 4 Kasty yels at Chicags White Sox $ 137 Seattle Marines 105 157 dades Camden date, Cleveland Ching White . . UNIT COST • . 15,000.00 . . 1125.00 $100.00 1125.00 Admin 1100.00 1125.50 LINE JUNIO $121.00 MA 1125.00 Seattle Mariners des Cadets Ta Candies, M $125.00 $125.00 MUX 400 INVERTER + HT LAST PRICE UPDAT HET Apr 221,11 141 02/02/21 07:45 AM 02/02/21 07:45 AM 141 17 02/02/21 07:45AM WY 01/19/21024M Apr 1, 2011, 11PM 11,201,11 Falder 11, 2021, 11 Beronda Statur 1 Tama 01/21/21 11:45 AM 01/21/211145 AM CCM, 12, 2011 02/02/21 07:45 AM 12, 2011, 1 12/21/200440 12/21/200/40 Apr 15,202111 02/02/25045 AM DHAURY THEM 12/30/2003:35 PM 12/30/2003:35 PM DAY OLD 12 43 43 43 12 43 43 12 STOCK TYPE 43 DAT G DHD D G C D D D D D D 7,2011,30PM 40 04/01/21 04/03/21 04/04/21 04/04/21 04/04/21 04/05/21 04/01/21 04/05/21 04/04/21 WENTORY TAGS 04/04/22 H 180:00:0:00:0:00 O INVENTORY REPLEMENT GROUPS OASB. OSDe OAID OD Co OASD RESET BROADCAST + +HEI • ✦5 X 1214 ● 7:42 Add a a Search PRICING 2021 Super Bowl - Tampa Bay Buccaneers vs. Kansas City Chiefs (Reduced Capacity, Social Distancing) Raymond James Stadium | Tampa, FL Sunday, February 07, 2021, 6:30 PM PRICING Inventory Kansas City Royals at Chicago White Sox (Opening Day) Guaranteed Rate Field | Chicago, IL Thursday, April 08, 2021, 11:59 PM PRICING SORT FILTER PRICING Inventory: Boston Red Sox at Baltimore Orioles Camden Yards | Baltimore, MD E Saturday, April 10, 2021, 11:59 PM Actions 1 LISTINGS > 5 invoices 1 LISTINGS > Kansas City Royals at Chicago White Sox Guaranteed Rate Field | Chicago, IL Saturday, April 10, 2021, 11:59 PM 1 LISTINGS > 1 LISTINGS > KKK Purchases Reports *** More 3. Platform Cloud-based POS solution adopted by large share of seller base 4. Financials Rich feature set across key seller activities - inventory management, pricing, fulfillment, reporting and more Native integrations & listing toolsets provided to all sellers 3rd party automation tools built around Skybox enhance value of platform Desktop experience with complementary iOS app 22#232. Industry Return to Pre-Pandemic Volumes in 2022 with Significant Growth Thereafter ($M) GOV (1) $2,023 $2,238 $2,280 2017 2018 2019 Adj. EBITDA (²) $115 $121 2017 2018 VIVIDSEATS. $128 2019 $347 2020 $781 $2,364 2021 2022 $110 $5 $7 2020 2021 2022 $2,728 2023 $147 2023 $3,090 2024 $189 2024 Net Revenue (²) $415 2017 $453 $471 M..ill $168 $115 $105 Free Cash Flow (³) 2017 FCF Conversion (3): (91% 2018 (2) Net Revenue and Adj. EBITDA exclude the impact of cancellations and elevated chargebacks in 2020 and 2021 (3) FCF defined as Adjusted EBITDA less Capex plus Change in Net Working Capital 2019 $147 $145 2018 122% 1. Marketplace 2019 113% 2020 $1 2020 27% 2021 $15 2021 NM $459 2022 $116 2022 $525 106% 2023 $162 3. Platform 2023 110% $591 2024 $205 2024 109% Note: Adjusted EBITDA as presented in this presentation is calculated pursuant to the definition of EBITDA under our credit facilities and may differ from the calculation of Adjusted EBITDA presented in any filings with the U.S. Securities and Exchange Commission, including any Form S-4 we plan to file in connection with the solicitation of votes from shareholders of Horizon Acquisition Corporation (1) Gross order value represents the total transactional amount of marketplace orders placed on our platform in a period inclusive of fees and net of cancellations that occurred during that period 4. Financials 23#24Key Metrics Underpinning the Forecast Total Gross Order Value ($M)(¹) $2,728 $2,364 ...... $781 $347 2021 2022 2023 Average Order Size (AOS) $2,280 2019 $317 2019 2020 $326 2020 VIVIDSEATS. $325 $324 $326 2021 2022 2023 $3,090 2024 $328 2024 7,185 2019 $177 $173 2019 Total Orders (000s) (²) $3 1,066 2020 2,401 $41 $38 2020 2021 $83 Marketing & Loyalty Spend (3) ($M) $3 $75 2021 ■Loyalty 7,292 $8 2022 $219 $23 8,366 $196 2023 $237 $26 $211 2022 ■Marketing 2023 9,422 2024 $252 $30 $222 2024 1. Marketplace ● 2. Industry 3. Platform 4. Financials GOV and Orders return to 2019 levels in 2022 with long-term double- digit growth Model conservatively assumes AOS remains flat throughout the forecast (1) Gross order value represents the total transactional amount of marketplace orders placed on our platform in a period inclusive of fees and net of cancellations that occurred during that period (2) Total orders represent the sum of total marketplace orders placed on our platform in a period net of cancellations that occurred during that period (3) Loyalty spend appears on the P&L as contra revenue Increased investment in Marketing and Loyalty drives sustainable. growth in GOV and Total Orders 24#25Multiple Drivers of Potential Upside Beyond the Forecast ($M) 2022E Adj. EBITDA Forecast $110 VIVIDSEATS. $35-$70 Structural 5-10% Market Share Gain Illustrative Adj. EBITDA Impact of Potential Upside Levers $25-$70 Marketing Efficiency 1. Marketplace Market Rebound $20-$50 10-25% Industry Order Growth $15-$45 5-15% Increase in AOS 2. Industry 3. Platform Illustrative Adj. EBITDA Note: Adjusted EBITDA as presented in this presentation is calculated pursuant to the definition of EBITDA under our credit facilities and may differ from the calculation of Adjusted EBITDA presented in any filings with the U.S. Securities and Exchange Commission, including any Form S-4 we plan to file in connection with the solicitation of votes from shareholders of Horizon Acquisition Corporation 4. Financials 25#26Comparable Company Benchmarking Revenue growth plus EBITDA margin ('23E) Revenue YoY growth ¹22E-'23E EBITDA margin EBITDA YoY growth ¹22E-'23E '22E I'23E Vivid Seats VIVIDSEATS match 42.4% VIVIDSEATS. 14.4% 24.0% 28.0% (1) 34.0% Source: Notes: (1) (2) 59.9% 17.3% 39.3% 42.6% 27.1% ANGI HOMESERVICES 40.0% 20.6% 14.6% 19.4% 60.3% Marketplaces Etsy bumble airbnb 58.1% 23.1% 31.9% 35.0% 35.1% 49.3% 21.9% 25.5% 27.4% 31.1% 40.9% 25.6% 15.3% 11.5% 66.5% 41.9% DOORDASH FARFETCH Good POSHMARK 30.1% 6.9% 11.8% NM 45.7% 34.6% 11.1% 3.7% 1. Marketplace NM 70.0% 33.9% 33.7%36.1% 2. Industry 43.6% 38.4% 30.8% 4.3% 7.6% NM 3. Platform Ticketing LIVE NATION - 29.3% _21.0%. 4. Financials eventbrite Median: 41.9% 40.3% 22.1% Company information, FactSet as of April 14, 2021 Financials calendarized to December year-end. Negative margins and 100% + growth are considered not meaningful ("NM") Net Revenue and Adj. EBITDA exclude the impact of cancellations and elevated chargebacks. Adjusted EBITDA as presented in this presentation is calculated pursuant to the definition of EBITDA under our credit facilities and may differ from the calculation of Adjusted EBITDA presented in any filings with the U.S. Securities and Exchange Commission, including any Form S-4 we plan to file in connection with the solicitation of votes from shareholders of Horizon Acquisition Corporation Live Nation financials reflect the consolidated company (including non-ticketing sectors) Median: 23.1% 22.9% 2023 Median: 17.4% 2022 Median: 13.7% 8.2% 8.3% 13.7% 17.4% Median: 39.4% 55.4% 26#27Comparable Company Benchmarking (cont'd) EV ($bn) EV / EBITDA ¹22E I'23E EV / Revenue '22E l'23E Vivid Seats VIVIDSEATS match 2.1(3) 18.7x 14.0x 4.5x 3.9x VIVIDSEATS. (1) (2) (3) 44.5 34.1x 26.8x 13.4x 11.4x ANGI HOMESERVICES 8.8 30.6x 4.5x 19.1x 3.7x Etsy 29.4 35.5x 11.3x 26.3x 9.2x - bumble airbnb 12.3 54.0x 13.8x 41.2x Marketplaces 11.3x 118.1 NM NM 18.3x 14.6x 50.4 NM 10.9x DOORDASH FARFETCH Good POSHMARK LIVE NATION 71.0x 8.4x - - 22.7 NM 52.6x 1. Marketplace 7.9x 5.9x 15.6 44.6x 15.0x 31.0x 2. Industry 11.2x 3.1 NM 7.4x 74.7x 3. Platform 5.7x Ticketing 21.7 21.7x 17.8x 4. Financials 2022 Median: 35.5x 2023 Median: 32.7x 53.4x 1.8x 1.5x Source: Company information, FactSet as of April 14, 2021 Notes: Financials calendarized to December year-end, multiples above 75x or negative are considered not meaningful ("NM") (1) Net Revenue and Adj. EBITDA exclude the impact of cancellations and elevated chargebacks. Adjusted EBITDA as presented in this presentation is calculated pursuant to the definition of EBITDA under our credit facilities and may differ from the calculation of Adjusted EBITDA presented in any filings with the U.S. Securities and Exchange Commission, including any Form S-4 we plan to file in connection with the solicitation of votes from shareholders of Horizon Acquisition Corporation Live Nation financials reflect the consolidated company (including non-ticketing sectors) PF Enterprise Value of $2.059bn eventbrite 2.2 2022 Median: 10.9x 2023 Median: 8.4x 34.4x 7.3x 6.0x 27#28Transaction Overview VIVIDSEATS.#29Illustrative Transaction Overview Sources SPAC Cash ($155m Held by Sponsor) PIPE (incl. Sponsor Co-investment) Equity Rollover Total Sources Uses Sources & Uses Cash to Seller Cash to Pay Down Debt Equity Rollover First Lien Breakage Costs Transaction Fees & Expenses Total Uses VIVIDSEATS. (1) (2) (3) (4) Amount $544 225 1,182 $1,951 Amount $- 677 1,182 33 59 $1,951 % 28% 12% 61% 100% % 0% 35% 61% 2% 3% 100% Horizon Public Shareholders 20% PF Shares Outstanding (²) Share Price PF Equity Value (+) PF Net Debt / (Cash) PF Enterprise Value PFEV/2022E Revenue PF EV /2022E EBITDA PF Net Debt/2022E EBITDA PIPE 12% Pro Forma Valuation Sponsor (3) Investment 8% Particulars Pro Forma Ownership Split Existing Shareholders 61% ($ in millions) Amount 195.1 $10.00 $1,951 108 $2,059 4.5x 18.7x 1.0x Note: Assumes no redemptions from SPAC investors; all potential redemptions backstopped via an affiliate of the Sponsor. Excludes impact of 13.0m warrants held by public and 11.7m warrants held by the Sponsor (includes 5.2m pursuant to IPO investment) struck at $11.50. Also excludes two tranches of 17.0m warrants each held by the Sponsor struck at $10.00 and $15.00 with a ten year term, respectively, and 6.0m warrants issued to the selling shareholders, which will be struck ratably at $10.00 and $15.00, respectively Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trust Includes 118.2m Vivid Seats rollover shares, 22.5m PIPE shares (including Sponsor co-investment), 15.6m Sponsor Shares (15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor pursuant to the warrant exchange), and 38.9m SPAC shares (excluding 15.6m held by Sponsor) Includes 15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor pursuant to the warrant exchange All founder shares will be exchanged into new warrants and a nominal number of shares in order to ensure a tax-free exchange. Existing shareholders will be issued 6.0m warrants in Hoya Intermediate, LLC (the operating company), which will be struck ratably at $10.00 and $15.00, respectively Founder shares (13.6 million) converted into warrants | 17.0 million struck at $10.00 and 17.0 million struck at $15.00; with an additional 6.0 million issued to selling shareholders at same ratio (4) 29#301 2 3 4 Investment Highlights Two-Sided Marketplace With Powerful Network Efficiencies Leading Player In Large Market Poised For Significant Recovery Outpacing Market Growth with Efficient Customer Acquisition Model Strong Profitability and Cash Flow with Lean Cost Structure VIVIDSEATS. 12+ Million Cumulative VS Customers 3,400+ Sellers (2019) $39bn TAM (2019) 2.5 Million New Customers in 2019 2,500+ SkyBox Sellers 27% EBITDA Margin (2019) 113% EBITDA to FCF Conversion (2019) 30#31Appendix VIVIDSEATS.#32Adjusted EBITDA Reconciliation (Unaudited) VIVIDSEATS. ($ in millions) Net Income/(Loss) Depreciation and Amortization Interest Income Interest Expense Reported EBITDA Sales tax Fanxchange acquisition synergies and adjustments Equity-based compensation Non-recurring items Transaction-related costs (2) (Gain)/Loss on asset disposal Foreign exchange (gain)/loss Loss on extinguishment of debt Impairment Adjusted EBITDA FY 2019 ($53.8) 93.1 (0.2) 41.5 $80.5 10.8 1.3 5.2 17.7 9.2 1.0 0.0 2.4 - $128.1 FY 2020 ($775.1) 48.2 (0.1) 57.5 ($669.5) 7.7 0.3 3.9 11.1 0.7 0.2 0.0 0.7 578.5 ($66.3) (³) Note: Adjusted EBITDA as presented in this presentation is calculated pursuant to the definition of EBITDA under our credit facilities and may differ from the calculation of Adjusted EBITDA presented in any filings with the U.S. Securities and Exchange Commission, including any Form S-4 we plan to file in connection with the solicitation of votes from shareholders of Horizon Acquisition Corporation (1) Adjustments primarily relate to loyalty program launch costs, changes to annual bonus methodology, non-recurring business initiatives, an executive signing bonus, and litigation settlement expense (2) Adjustments include deal expenses related to completed and unconsummated acquisition efforts (3) Includes impact of the following items: $62.9m of Marketplace cancel impact, $5.7m of Marketplace elevated chargebacks/other, and $2.3m of Resale cancellations 32

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