Vivid Seats SPAC Presentation Deck

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#1Analyst Day Presentation: Vivid Seats (Nasdaq: SEAT) September 8, 2021 Vividseats#2Disclaimer This confidential presentation (the "presentation") is being delivered to you by Vivid Seats Inc. (the "Company" or "Vivid Seats") an indirect parent of Vivid Seats L.L.C. and contains information related to the proposed business combination of Vivid Seats with Horizon Acquisition Corporation (the "Transaction"). Any reproduction or distribution of this presentation, in whole or in part, without the prior consent of Vivid Seats is prohibited. This presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. 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 certain of the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Horizon Acquisition Corporation ("Horizon") and Vivid Seats disclaim any duty to update the information contained in this presentation. Forward-looking Statements Certain statements made in this presentation are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the transaction between Vivid Seats and Horizon and including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Vivid Seats and the markets in which it operates, and the Company's projected future results. These forward-looking statements generally are identified by the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "targets", "may," "will," "should," "would," "will be," "will continue," "will likely result," "future," "propose," "strategy," "opportunity" and variations of these words or similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or are not statements of historical matters are intended to identify forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, guarantees, assurances, predictions or definitive statements of fact or probability regarding future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Vivid Seats' or Horizon's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to complete the business combination in a timely manner or at all (including due to the failure to receive required shareholder approvals, or the failure of other closing conditions such as the satisfaction of the minimum trust account amount following redemptions by Horizon's public stockholders and the receipt of certain governmental and regulatory approvals), which may adversely affect the price of Horizon's securities; the inability of the business combination to be completed by Horizon's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Horizon; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction; the inability to recognize the anticipated benefits of the proposed business combination; the inability to obtain or maintain the listing of Vivid Seats' shares on a national exchange following the proposed business combination; costs related to the proposed business combination; the risk that the proposed business combination disrupts current plans and operations, business relationships or business generally as a result of the announcement and consummation of the proposed business combination; Vivid Seats' ability to manage growth; Vivid Seats' ability to execute its business plan and meet its projections; potential disruption in Vivid Seats' employee retention as a result of the transaction; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving Vivid Seats or Horizon, including in relation to the transaction; changes in applicable laws or regulations and general economic and market conditions impacting demand for Vivid Seats or Horizon products and services, and in particular economic and market conditions in the live events industry in the markets in which Vivid Seats operates; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the proposed business combination, including those under "Risk Factors" therein, and in Horizon's other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Vivid Seats and Horizon assume no obligation and do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Neither Vivid Seats nor Horizon gives any assurance that either Vivid Seats or Horizon will achieve its expectations. 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, SMⒸ 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#3Disclaimer (continued) Financial and Other Information This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin., Contribution Margin 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, projected marketplace GOV and projected Adjusted EBITDA. 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 thereto 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 any person that the results contained in the prospective financial information will be achieved. Additional Information about the Business Combination and Where to Find It In connection with the proposed business combination, Horizon will merge with and into Vivid Seats Inc., which will be the surviving entity and the going-forward public company and has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting of stockholders to approve the proposed business combination. INVESTORS AND SECURITY HOLDERS OF HORIZON ACQUISITION CORPORATION ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO 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 VIVID SEATS, HORIZON AND THE BUSINESS COMBINATION. The proxy statement/prospectus will be mailed to shareholders of Horizon as of a record date to be established for voting on the proposed business combination. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC's web site at www.sec.gov. Participants in Solicitation Horizon and its directors and executive officers may be deemed participants in the solicitation of proxies from Horizon's members with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Horizon is contained in Horizon's filings with the SEC, including Horizon's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021 and amended on May 10, 2021, and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830. Additional information regarding the interests of such participants will be set forth in the Registration Statement for the proposed business combination when available. Vivid Seats and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Horizon in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the Registration Statement for the proposed business combination when available. Vividseats#401 02 Company Overview 03 04 05 Transaction & Sponsor Summary 06 Product & Technology Review Brand & Marketing Overview Financials Q&A#5Sponsor & Transaction Summary Vividseats#6Horizon Acquisition Corporation Investment Highlights Co-Founder, Chairman and CEO of Eldridge Eldridge has over $40 billion(¹) in 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 Todd L. Boehly CEO, CFO and Director - Horizon Acquisition Corp. DRAFT KINGS Rolling Stone (1) As of December 2020 VARIETY SPARKS VIBE SYNERGY EPIC GAMES Dodgers CLOUD Hollijwood billboard W the BEVERLY HILTON FLeXJET 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 Vivid Seats . 6#7Transaction Summary Opportunity Vivid Seats is a scaled, growing and highly profitable secondary ticketing marketplace $39 billion growing ticketing industry(¹) serving the sports and entertainment markets Well-positioned for both significant immediate growth in post-pandemic recovery and above-market long term growth Strategic Sponsor and aligned shareholders with strong pro forma balance sheet ● ● ● Capital Structure Vivid Seats shareholders rolling 100% of their equity All net proceeds used to optimize capital structure; significantly deleveraged pro forma balance sheet post business combination ● ● $544 million of cash in trust (including $155 million committed by Sponsor and full redemption backstop) plus $225mm PIPE (including Sponsor commitment) Sponsor promote taken in the form of warrants with $10 and $15 strike prices Valuation ● ● Enterprise value of ~$2.0 billion Implied EV / 2019A Adjusted EBITDA of 16.4x Implied EV / 2022E Adjusted EBITDA of 17.7x Attractive valuation versus other digital marketplaces and ticketing peers (1) Based on a 2017 report prepared for us by a third-party consulting firm, internal estimates derived from figures disclosed to us under confidentiality agreements, and publicly available information Leadership Stan Chia CEO Vivid Seats Lawrence Fey CFO Vivid Seats Todd L. Boehly CEO, CFO, Director Horizon Vivid Seats . 7#8Investment Highlights 1 Two-Sided Marketplace With Powerful Network Efficiencies 2 Leading Player In Large Market Poised For Significant Recovery 3 Outpacing Market Growth with Efficient Customer Acquisition Model 4 Strong Profitability and Cash Flow with Lean Cost Structure 12+ Million Cumulative VS Customers 3,400+ Sellers (2019) $39bn TAM (2019) 2.5 Million New Customers in 2019 2,500+ SkyBox Sellers 25% Adjusted EBITDA Margin (2019) Low capex and negative working capital Vivid Seats . 8#9Illustrative Transaction Overview Sources & Uses Sources SPAC Cash (¹) ($155m Held by Sponsor) PIPE (incl. Sponsor Co-investment) Equity Rollover Total Sources Total Uses Uses Cash to Seller Cash to Pay Down Debt Equity Rollover First Lien Breakage Costs Transaction Fees & Expenses Amount $544 225 1,182 $1,951 Amount $- 675 1,182 33 61 $1,951 % 28% 12% 61% 100% % 0% 35% 61% 2% 3% 100% PF Shares Outstanding (2) Share Price PF Equity Value (+) PF Net Debt / (Cash) PF Enterprise Value PF EV/2022E Revenue PF EV/2022E EBITDA PF Net Debt/2022E EBITDA Horizon Public Pro Forma Valuation Shareholders 20% PIPE 12% Sponsor (3) Investment 8% Pro Forma Ownership Split Existing Shareholders 61% ($million) 195.1 $10.00 $1,951 Includes 15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor pursuant to the warrant exchange (4) 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 (0) $1,951 4.3x 17.7x 0.0x 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) 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 (1) Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trust (2) 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) Vivid Seats . 9#10SPAC Timing Update April 21, 2021 Horizon Acquisition Corporation (NYSE:HZAC) and Vivid Seats entered into a Transaction Agreement April 22, 2021 Announcement that VS would become a public company by merging with Horizon Acquisition Corporation May 28, 2021 S-4 filed July 7, 2021 Amended S-4 filed August 16, 2021 Amended S-4 filed Week of Sept. 6th Amended S-4 to be filed Late September Estimated proxy filing date after receipt of final SEC comments -30 Days Shareholder vote, redemption and close ~30 days after proxy filing (estimated October) Vivid Seats 10#11Company Overview Vividseats#12Experienced Management Team Poised to Drive Continued Growth Today's Presenters Stan Chia CEO GRUBHUB amazon Sarah Doll Chief People Officer snapsheet.enova. Lawrence Fey CFO GTCR Morgan Stanley zoomer eMoney Geoff Lester Chief Commercial Officer FOX StubHub NETWORKS GROUP Jon Wagner CTO Senior Leadership Team David Morris General Counsel a Tripadvisor Riva Bakal SVP, Strategy & Product GRUBHUB Craftsy SYSTEMS Dan Timm Chief Operating Officer extenet CHATHAM Walmart+ Tyra Neal Chief Marketing Officer ESTEE LAUDER SHINOLA DETROIT Vivid Seats . 12#13Vivid Seats: Scaled, Growth 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 Significant upside potential from multiple growth levers Demonstrated return to scale and profitability upon resumption of live events with Q2 2021 Adjusted EBITDA of $36 million Key Statistics(¹); 12+ million customers 17+ million tickets sold annually 3,400+ active sellers 200k+ unique events sold annually $2.3bn Marketplace GOV(2) $469mm Revenues (1) Represent 2019 metrics (2) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on the Vivid Seats platform in a period, inclusive of fess, exclusive of taxes, and net of event cancellations. (3) Adjusted EBITDA is not a measure defined under GAAP. Please see the appendix for a reconciliation of Net Income to Adjusted EBITDA. $119mm Adjusted EBITDA (3) Vivid Seats 13.#14Vivid Seats Is a Full-Service Marketplace... Sellers 8 Skybox SkyBox Free-to-use ERP system with direct integrations across all major marketplaces O!! Vivid Seats Infrastructure Vivid Seats Infrastructure The Vivid Seats Ecosystem Direct integrations across all major marketplaces Vividseats Vivid Seats Marketplace Life happens live. Marketplace available via app, desktop, and mweb FFC Life happens live. Vivid Seats Infrastructure Distribution Partners O <AESARS THEATRELAND TICKETOFFICES.com TICKETS ONSALE Vivid Seats Infrastructure American Airlines GROUPON Broad consumer base Fans Captive segments Vivid Seats . 14#15...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 Concerts (46% of 2019 Marketplace GOV) BILLIE EILISH GRUPO MARCON 5 FIRME g LUKE BRYAN THE WEEKND BRUNO MARS kanYeWest KENNY CHESNEY JUSTIN BIEBER MACHINEGUN KELLY LUKE GOMBS 1.1. Panduan ELTON JOHN BILLY JOEL & blapaliza FLORIDA VEDEGIA LIND (1) Both metrics are based on 2019 data Rolling Loud ASTROWORLD Sports (42% of 2019 Marketplace GOV) C UBS CLEVELAND CAVALIERS ME PORN Vela BRUINS 200,000+ Unique Events Sold (1) COWBOYS GIANTS Dodgers GOLDEN STATE WARRIORS LOS ANGELES LAKERS www Mots A UFC MONSTER JAM SUPER BOWL Patriots DNT ASU GOS BOWL ROSE GAME Theater (12% of 2019 Marketplace GOV) ★ HAMILTON LION KING WICKED The Nutcracker THE BOOK OF MORMON THE PHANTOM OF THE OPERA SEBASTIAN MANISCALCO dp DUDE PERFECT JERSEY BOYS DISNEY DUNHAM ON ICE SHOL DAVE CHAPPELLE ADID CITY CHRISTMAS Beautiful ECTACULA The Carole King Musical CHAS O THE JIM GAFFIGAN SHOW GRAND OLE OPRY dancing Xbo OVO CRQUE DU SOLEL 17 million+ Tickets Sold thestars Vivid Seats . 15#16Our Multi-Sided Network: Fans and Sellers Fan Breakout: Diverse age range with millennials representing the largest segment; no notable gender skew Age: Gender: 18-24 … 10% 25-34 27% 47% (Female) Audience Segments: Fans Concert-Goers as 35-44 45-54 55-64 21% 19% 14% 8% 53% (Male) 65+ Sports Fans Vividseats Theater Enthusiasts Audience is ripe for broad brand messaging Sellers Seller S Seller Breakout: Broad range from the casual opportunist who owns 10+ season tickets to large sophisticated brokers managing > $100 MM ticket value with huge positions Fragmented and diversified across: Size, Composition: Categories, and Geographies. Key Motivators: Increase inventory turns/sell through à Working capital cycle to fuel increased ROI positive investments Tools to simplify and allow seller to focus on trading Vivid Seats 16#17Two-Sided Value Proposition Drives Powerful Network Efficiencies Benefits to Sellers Relationship Management Dedicated seller account management with deep understanding of business needs Broad Distribution & Marketing Drive sell through via numerous channels, including core and distribution platforms $Fair Pricing and Terms Volume drives competitiveness on pricing and payment terms Value-Added Technology Power sellers' business with technology tools and automation Full-Service Support Support for marketplace and tech needs plus back-office fulfillment offering Sellers More More Listings Vividseats More Transactions More Buyers Benefits to Buyers Efficiency Marketplace provides economic value + a frictionless shopping experience Exceptional Value Competitive pricing + loyalty program rewards provide unparalleled value for consumers Broad Inventory of Events Wide selection of inventory across categories, geos, and genres creates a natural platform to transact Brand Trust & Confidence 100% Buyer Guarantee creates peace of mind for consumers Customer Service Award winning customer service with support across phone, email and chat channels Full-service marketplace connecting buyers and sellers Vivid Seats. 17 B#18Supply / Demand Dynamics Create Favorable Market Backdrop... Supply Artist Reliance on Touring Income Sports teams, venues and promoters desperate for the return of audiences $bn $29 $7 $23 2014 Large and Growing Market (1) $32 $8 $24 2015 (1) Based on a 2017 report prepared for us by a third-party consulting firm, internal estimates derived from figures disclosed to us under confidentiality agreements, and publicly available information Primary $34 $9 $25 2016 $36 $10 $26 2017 $38 $11 $27 2018 Secondary $39 $11 $28 2019 Consumers Craving Live Experiences Consumer Spending on Live Events Increasing Pre- Pandemic Higher Disposable Income Post- pandemic Vivid Seats . 18 Demand#19...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 Nov-19 Actual Apr-20 Sep-20 No Pandemic Scenario $4.6 $2.7 Feb-21 $1.9 trillion of pent-up 90% of US fans likely to attend live music events post-COVID (1) consumer demand "Many expect the concert industry will eventually return to its lucrative pre-Covid era - former WME music exec Marc Geiger said he predicts a "Roaring Twenties" when shows return " 26 2017 Performers Itching to Get Back on Tour Planned Tours for Artists selling >500K Live Nation Tickets 25 Sources: Bureau of Economic Analysis, 2020 Live Nation Global Impact of COVID-19 on Live Events Benchmark Study, Company Estimates (1) Live Music Event refers to audience likely to attend either concerts or music festivals when official deem it safe to do so 2018 26 2019 0 2020 15-20 2021 ~45 2022 Whenever tours do come back in full force, the live music industry will face another trouble: a glut of artists all eager to hit the road at the same time. Competition has already been fierce for dates and venue holds as the industry has repeatedly re-adjusted over the past year. (One booker says some people are already seeking holds for 2023.) Vivid Seats . 19#20Track Record of Growth Built on Innovation and Customer Service Founded in 2001, Vivid Seats scaled rapidly and is continuing to diversify its offering to drive sustained growth Gross Order Value (1) ($M) $3,000 $2,500 $2,000 $1,500 $1,000 $500 $- 2009 Created Paid Search Automation System 2010 2011 $100mm in Annual GOV 2012 Built Out Dedicated Mobile Site 2013 $500MMin Annual GOV Launched SkyBox ERP Software 2014 Platform Maturation $1bn in Annual GOV Launched iOS and Android Mobile Apps 2015 >$100mm LTM EBITDA 2016 (1) Gross order value represents the total transactional amount of marketplace orders placed on our platform in a period $2bn in Annual GOV 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 statista AMERICA'S BEST CUSTOMER SERVICE 2020 Newsweek Announced Partnership with DRAFT KINGS Deployed Web 2.0, Mobile App 3.0 and Loyalty 2.0 Launched Strategic 2020 Building Long-Term Customer Value Rebrand BEST CUSTOMER 2021 Newsweek 2021 Market Rebound 2022 Continued Growth 2023 Vivid Seats 20#21Unique Value Proposition within Ticketing Ecosystem(¹) Profitability StubHub ticketmaster (TM+ only) Circle size represents VIVidseats approximate TickPick SEAT GEEK GAMETIME GOV Growth (1) Based on internal Company estimates, publicly available information and historical publicly available information Unique combination of growth, profitability and cash flow Well-positioned to exploit COVID-19 dislocation and competitor M&A integration Freshly capitalized balance sheet and partnership with Horizon offers opportunity to accelerate momentum Vivid Seats . 21#22Positioned to Benefit Disproportionately from the Market Rebound Market Sentiment Leading Platform Financial Flexibility Significant goodwill generated during pandemic amongst constituents • Provided customers option of cash refund or loyalty + charity upon event ● cancellations • Introduced differentiated 'net payment' model with sellers in March • First marketplace to normalize payment terms with pay on delivery +15 days rollout in November 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 Ability to invest in brand and loyalty to drive sustained growth • Robust margins with flexible 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 Vivid Seats . 22#23Product and Technology Review Vividseats#24Data, Platform and Proprietary Algorithms Create Unique Value Raw Data Search Data Customer Traffic Data Transaction History Conversion Metrics Demand User Data Seller Metrics Event Listings Seating Charts Pricing Information Third Party Data Supply Market Platform & Algorithms Ingest Integrate Analyze Vividseats Package Enhance ● ● ● ● ● ● . Marketplace Benefits Vividseats Billions of data points optimize customer acquisition Reach customers throughout buying process Share targeted and relevant content Buyers Comprehensive listings Competitive prices Customized recommendations drive discovery Sellers Immediate access to buyers Improved sell through Ability to adjust pricing to market shifts Vivid Seats 24#25Tech Stack Enables Rapid Scaling, Integration and Innovation Modernized tech stack Integration capabilities Tech infrastructure: auto scaling Public company readiness 3 Accelerated innovation Increased dev velocity Vivid Seats 25#26App Provides a Holistic Engagement & Transactional Experience Native Apps on iOS and Android span all critical customer moments 10:11 1 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 Rewards > Green Day Wrigley Field-Chicago, IL Sun Aun 15 5:30 Any Dates View All 2 EVENTS Luke Combs United Center-Chicago, IL Thu Nov 04-Fri Now. 05 Jar Unit We Discovery Personalized recommendations & discovery experience Elto Unit Fri 8° 10:11 STREAMS News Any Dates Alto OPRY awwww Saturday Night at the Grand Ole Opry Sat, Jan 9 @ 7.00p CTT BLOG 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 Mo Thu, 8° Engagement Content across genres & categories to engage users 10:111 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 The most generous 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 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 Streamlined shopping experience 10:12 PITTSBURGH PIRATES AT CHICAGO CUBS SUN, APR 4 AT TIME TED Terrace 218 Row 13 NOTES Please note that you will need to use an iOS or Android mobile device to gain entry to your event. DELIVERY Sat, Apr 3 This is your estimated delivery date. Mobile Tickets Get in with your phone. FEATURES 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 8 Tickets $79 ea Checkout REWARDS 55 Spend your $55 reward! Simplified Purchase Purchase and fulfillment in app Vivid Seats 26#27App 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 415 2017 736 2018 (1) Represents YTD GOV through February 2020 for owned properties 1,261 2019 1 ✔✔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 launched in July 2021 2:36 1 Search VS Vivid Seats - Tickets Concert, Sports Game, Broadway 4.7***** GET Recommended #51 Entertainment Las Angeles pers 23 Sub 30 Get the latest version of the app *** 4+ Age Di event Receive ar reco 2 9:41 Q Find events, teams or artists Any Location Recommended 190 EVENTS POPULAR Los Angeles Dodgers Dodger Stadium, Los Angeles Fri, Feb 23 - Sun, Sep 30 Favorites Near You Any Dates Buy tickets using the app View All View All 3 9:41 X REWARDS Hello MVP $79 to reach Rock Star status Next Credit: $12.50 $171 Spent $79 to go Credit Available View credits all Earn credit with your purchases Vivid Seats 27 $25#28Several Major Consumer Facing Launches in 2021 Positioning our consumer experience + brand as demand returns 1 App 3.0 9:41 $135 Super Fan Reward at 10 Stomps 6 to go FRI, AUGUST 6 Good evening, Julia Bad Bunny Thu, Feb 24 8:00pm Staples Center Follow your favorites Recently Viewed La Los Angeles Dodgers Billie Elish OF all Find More Dave View All iOS & Android 2 Web 2.0 11:16 = vividseats.com Vividseats Q Search by artist, team, or venue Life happens live. Our top picks this week near you mWeb & Desktop 3 Loyalty 2.0 Vividseats rewards Free tickets for every fan Buying tickets from Vivid Seats will get you to more events. All you have to do is collect stamps, redeem, and repeat! 4 Brand (re)Launch Vividseats Vividseats Shop About Us Biyer Guarantee Being there is all that matters. Experience it live. Vivid Seats 28#29New Launches Cascade Across Consumer Experience A new foundation to drive engagement through discovery, loyalty and content 9:41 $135 Super Fan Reward at 10 Stamps .... 6 to go FRI, AUGUST 6 Good evening, Julia Popular Bad Bunny Thu, Feb 24 8:00pm Staples Center Follow your favorites Los Angeles Dodgers →Billie Eilish Recently Viewed QF Find More all Discovery Personalized recommendations & discovery experience Dave View All 9:41 Live Streams Chicago Lady Gaga Fri, Aug 27 7:30pm at Wrigley Field MusiCares: Music on a Mission (BT... Fri, Mar 12 7:00pm E ő Upcoming Popular This Weekend ll View All House of Highlights 2x2: L... Sat, Mar 6-7:00pm View All Engagement Content across genres & categories to engage users 9:41 6 stamps to go Reward Credit is yours at 10 stamps LEVEL Super Fan rewards Your Super Fan Benefits B A ج ا... Extended Expiration Collected stamps and valid for 3 years. CREDIT $135.12 Collect 1 Stamp Per Ticket Each ticket you buy earns a stamp. No excluded events. 10 10 Stamps = Reward Credit Your Reward Credit is the average value of your 10 purchased tickets. Birthday Gift Enjoy a discount from us each year. Icon Unlock at $2,000 Spend $1.421 to get added perks Surprise Upgrades Your tickets are eligible for impromptu upgrades. We can't wait to delight you! remain Rewards Program The most generous loyalty program in ticketing drives repeat purchases 9:41 Chicago Cubs Home Games v Wed Apr 11 1:20p Fri Apr 13 1:20p Sat Apr 14 1:20p Sun Apr 15 1:20p des Tue Apr 17 7:10p Wed Apr 18 7:10p all Any Dates Chicago Cubs at Milwaukee Brewers Miller Park, Milwaukee, WI Washington Nationals at Chicago Cubs Wrigley Field, Chicago, IL Washington Nationals at Chicago Cubs Wrigley Field, Chicago, IL Washington Nationals at Chicago Cubs Wrigley Field, Chicago, IL Chicago Cubs at New York Mets Citi Field, New York, NY Chicago Cubs at New York Mets Citi Field, New York, NY QF Transactional Path Streamlined shopping experience 9:41 Lower Level 155 Row 3 Super Seller Mobile Tickets Instant Delivery Get in with your phone. Green Bay Packers at Chicago Bears Sun, Oct 17, 2021 at 12:00pm Shop with Peace of Mind We guarantee valid tickets delivered in time for the event or your money back all Soldier Field 1410 Museum Campus Dr, Chicago, IL 4 Tickets V Continue $135 ea E Simplified Purchase Purchase and fulfillment in app Vivid Seats 29#30Best-in-class Seller Technology with Skybox Platform Relationships + business-enabling tech positions Vivid Seats as marketplace of choice SAVBOXSET CARDENE CAMENTE 0 A Inventory Sales- Purchases PATERN Bad Sof $187 ya Chad Ch 105 100 Reports . tus.s0 130630 tuta 130630 1121.30 ADVERTOR 21745AM ESTAM AN 12922174M SULTAN 32/21/20-04:40 PM 1221204 2005 PM 43 43 12 45 D DIG D D D D D D D D D 431/20 040321 040621 040421 148821 O 808008080080:00 INVENTORY 1. O. 1. 100A1 @1D RESET -15 +=SC 7:42 Search Add Inventory 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 SORTFILTER Actions 1 LISTINGS > Kansas City Royals at Chicago White Sox (Opening Day) Guaranteed Rate Field | Chicago, IL Thursday, April 08, 2021, 11:59 PM PRICING S K (ventory invoices Purchases Boston Red Sox at Baltimore Orioles Camden Yards| Baltimore, MD Saturday, April 10, 2021, 11:59 PM PRICING LISTINGS > 1 LISTINGS > Kansas City Royals at Chicago White Sox Guaranteed Rate Field | Chicago, IL Saturday, April 10, 2021, 11:59 PM PRICING 1 LISTINGS > e Reports More Cloud-based POS solution adopted by large share of seller base 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 Recent innovation on Skybox: Helping sellers grow their business with Research dashboard Optimize ecosystem supply chain with Instant Transfer Vivid Seats. 30#31Brand & Marketing Overview Vividseats#32Foundation Brand Tenets Experience It Live! We believe everyone should experience it live. Our mission is singularly focused on connecting buyers and sellers to enable memorable experiences Trust 100% Buyer Guarantee and winner of multiple awards for best customer service Value Scale and structural efficiency allow for competitive prices and ticketing's most generous loyalty program Authoritative Selection Our partnerships with category leaders span multiple domains (e.g. ESPN, Rolling Stone) Industry leading seller technology and management leads to unparalleled selection Innovation Native apps across all devices with best proprietary technology on search, personalization, and discovery Community Community and charity programs rooted in bettering both the community and the industry Vivid Seats 32#33Brand Opportunity Aided brand awareness is low Pre-Covid brand awareness metrics were also <10% (early 2020) Opportunity to craft a brand narrative which resonates with consumers and builds mindshare Aided Brand Awareness Aided Brand Awareness: <10% For Vivid Seats 75% 54% ticketmaster StubHub Source: YouGov July 2021 33% LIVE NATION 16% SEAT GEEK <10% Vividseats Vivid Seats 33.#34The new brand shines across all consumer touch points We are bringing the passion and energy we have for live events to all fans Visual Vividseats Voice & Tone Speak to the fan in all of us Celebratory. Relatable. In-the-Know. mWeb Vividseats Q Bad Bunny In Fortland Life happens live. Our hot picks this week in Portland, OR. Bad Bunny Sept 14 - Moda Center Starting at $150 GET TICKETS MORE CONCERTS Emails $62.60 Vividseats FI Super Fan Reward at 10 Stamps OUR PICKS NEAR YOU Your town, your weekend. Save your spot. Vividseats Vividseats Brand Book Sports Being there is all that matters. Experience it live. Shop About Us Buyer Guarantee Chat > Concerts Careers Theater & Comedy Name Vividseats 10 to go Vivid Seats Rewards E-mail Address Live Chat To contact our team, please enter the info below. Category Please select an option Briefly describe your question START CHAT Max 240 characters Corp Site App Partners Vivid Seats 34#35Our revamped loyalty program delivers even more value Launched in July 2021 with Partner Perks + Surprise Upgrade at Lollapalooza 9:41 7 stamps to go Reward Credit is yours at 10 stam LEVEL Icon www.dsects rewards Your Icon Benefits 20 G Collect 1 Stamp Per Tic Each ticket you buy earns a excluded events. 10 Stamps Reward Cr Your Reward Credit is the a of your 10 purchased tickets Extended Expiration Collected stamps and Rewa main valid for 4 years. Surprise Upgrades Your tickets are eligible for i upgrades. We can't wait to Birthday Gift Enjoy a discount from us eo 9:41 6 stamps to go Reword Credit is yours at 10 stam LEVEL Super Fan rewards Your Super Fan Benefits Collect 1 Stamp Per Tick Each ticket you buy earns a s excluded events. → G 2 10 Stamps Reward Cre Your Reward Credit is the ave your 10 purchased tickets. nded Expiration Collected stomps and Reward valid for 3 years. Surprise Upgrades Your tickets are eligible for im upgrades. We can't wait to de Birthday Gift Enjoy a discount from us each Icon.Unlock at $2,000 Spend $1.521 to get added go all 9:41 7 stamps to go Reward Credit is yours at 10 stamps LEVEL Rising Star wwwdsats rewards Your Rising Star Benefits (8) 10 CREDIT SO Collect 1 Stamp Per Ticket Each ticket you buy earns a stamp. No excluded events. 10 Stamps = Reward Credit Your Reward Credit is the average value of your 10 purchased tickets. Birthday Gift Enjoy a discount from us each year. Super Fan Unlock at $400 Spend $125 to get added perks About Rewards ● ● ● ● Vividseats rewards Free tickets for every fan Every purchase counts: Collect 10 stamps, get Reward Credit to earn a free ticket Unlock perks as you progress from Rising Star to Super Fan to Icon -- including partner perks (e.g. DraftKings), surprise upgrades and more Birthday gifts for all levels Buzz & media pick up from launch: VIVIdseats & Rolling Stone Surprise & Delight at Lollapalooza After Party for Icon members Rolling Stone RS x Vivid Seats Official Lollapalooza After Party at Tao Chicago Ay VIVIDSEATS 10 Roddy Ricch Takes the Stage at RS x Vivid Seats Official Lollapalooza After Party at Tao Chicago Marshmello, Chance the Rapper O Herbe, Peter Comontale, and Supe we were among the guests in attendance on July 31st DRAFT Announced partner perk to offer DK KINGS Dollars to eligible reward members Vivid Seats 35#36Ready to invest across channels in brand marketing Brand Identity Product Experience Loyalty Program New brand visual + verbal identity in place • Capitalizes on the current desire for live events - passion, excitement and energy resonates with all fans • Safety and trust threaded through the visual and verbal identity: "informed" and "in-the-know" Product Experience prepared for brand investment • Unified engagement + transactional consumer experience to drive stickiness Tech enabled for scaled volume Loyalty program is a clear economic differentiator • Revamped program is the only one across the ticketing industry ● • Provides even more value: every purchase counts towards earning free tickets; and increased perks as fans progress through each of three levels Vivid Seats 36#37Financials Vividseats#38Vivid Seats Financial Highlights Growth at Scale Profitability Cash Flow Connecting millions of buyers with thousands of sellers • $2.2 billion of 2019 Marketplace Gross Order Value ('Marketplace GOV') ● • 17 million tickets sold by 3,000+ sellers across 200,000+ unique events in 2019 Established history of generating significant profitability • $119mm of 2019 Adjusted EBITDA (25% Adjusted EBITDA margin); $36mm of Q2 2021 Adjusted EBITDA (32% Adjusted EBITDA margin) Economic model supported by powerful two-sided network effects ● Robust cash flow conversion • Low annual capex (<$10mm) and negative working capital • $183mm of Cash Flow from Operating Activities for the six months ended 6/30/21 Vivid Seats 38#39Our P&L (2019 Figures) Marketplace segment generates robust margins and accounts for significant majority of Net Contribution ● Marketplace Revenue Less: Cost of Revenues Gross Profit Less: Selling & Marketing Contribution Margin $mm 403.6 (52.9) 350.8 (178.4) 172.3 Less: G&A Less: D&A Income / (Loss) From Operations Plus: D&A Plus / (Minus): Adjustments Adjusted EBITDA % 100% (13%) 87% (44%) 43% Resale Revenue Less: Cost of Revenues Gross Profit Less: Selling & Marketing Contribution Margin (101.3) (93.1) (9.9) 93.1 36.0 119.2 $mm 65.3 (53.1) 12.1 0.0 12.1 (22%) (20%) (2%) 20% 8% 25% % 100% (81%) 19% 0% 19% Vivid Seats 39#40Return to Pre-Pandemic GOV in 2022 & Steady Growth Thereafter Projections prepared during early Q1 2021 Marketplace GOV ($mm) (¹) 2019 $3,090 $2,728 $2,364 $2,280 Lill $781 $347 2020 2021E 2022E 2023E 2024E $469 Revenues ($mm) $35 $168 $459 $525 $591 2019 2020 2021E 2022E 2023E 2024E $119 2019 Adj EBITDA 25% margin Adjusted EBITDA ($mm)(2) -$80 2020 NM $7 2021E 4% $110 24% $147 2022E 2023E 2024E (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on the Vivid Seats platform in a period, inclusive of fess, exclusive of taxes, and net of event cancellations. (2) Adjusted EBITDA is not a measure defined under GAAP. Please see the appendix for a reconciliation of Net Income to Adjusted EBITDA. $189 28% 32% Vivid Seats. 40#41Key Metrics Underpinning the Forecast Projections prepared during early Q1 2021 Marketplace Gross Order Value ($mm) (¹) Total Marketplace Orders (000s) (²) 7,292 $2,728 $2,364 ...... ..... 2,401 $781 $347 1,066 2021 2022 2023 2024 2020 2021 2022 2023 2024 $2,280 2019 2020 Average Order Size (AOS) $3,090 2020 $324 $326 $328 $326 $325 $317 i 2019 2021 2022 2023 2024 7,185 2019 $177 Marketing & Loyalty Spend(3) ($mm) $173 2019 $3 $41 $38 2020 $83 $3 $75 2021 Loyalty $8 8,366 $219 $23 $237 $26 $196 $211 2022 ■ Marketing 2023 9,422 $252 $30 $222 2024 ● ● Marketplace GOV and Total Marketplace Orders return to 2019 levels in 2022 with long- term double-digit growth Model conservatively assumes AOS remains flat throughout the forecast Increased investment in Marketing and Loyalty drives sustainable growth in Marketplace GOV and Total Marketplace Orders (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on the Vivid Seats platform in a period, inclusive of fess, exclusive of taxes, and net of event cancellations. (2) Total Marketplace orders represents the volume of Marketplace segment order placed on the Vivid Seats platform during a period, net of event cancellations occurring during the period. (3) Loyalty spend appears on the P&L as contra revenue Vivid Seats . 41#42Multiple Drivers of Potential Upside Beyond the Forecast ($million) 2022E Adjusted EBITDA Forecast $110 $35-$70 Illustrative Adj. EBITDA Impact of Potential Upside Levers Market Rebound Structural 5-10% Market Share Gain $25-$70 Marketing Efficiency $20-$50 10-25% Industry Order Growth $15-$45 5-15% Increase in AOS Illustrative Adjusted EBITDA Vivid Seats 42#432021 Outperformance Relative to Projections ($million) Marketplace GOV(¹) $781 2021E $810 2021 six months ended 6/30/21 $168 2021E Revenues $140 2021 six months ended 6/30/21 Adjusted EBITDA(2) $7 2021E $40 2021 six months ended 6/30/21 (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on the Vivid Seats platform in a period, inclusive of fess, exclusive of taxes, and net of event cancellations. (2) Adjusted EBITDA is not a measure defined under GAAP. Please see the appendix for a reconciliation of Net Income to Adjusted EBITDA. Vivid Seats . 43#44Q2 Financial Performance Marketplace GOV and Total Marketplace Orders Adjusted EBITDA Cash Flow and Net Debt $693mm of Marketplace GOV and 1.7mm Total Marketplace Orders • Meaningful ramp in Marketplace GOV and Total Marketplace Orders over the course of the quarter • Average Order Size ("AOS") of $400+ driven by (1) pent-up demand and (2) onsales $36 million of Q2 Adjusted EBITDA • 1H 2021 Adjusted EBITDA of $40mm versus 2021 full year Budget of $7mm •Investments in 2H21 to (1) rebuild teams and (2) launch brand efforts Strong cash flow resulting in zero net debt after combination • Significant rebuild of working capital float with rapid return of volume ● • Balance sheet flexibility will support continued innovation and growth Vivid Seats 44#45Balance Sheet and Cash Flow • Cash balance: $461mm as of 6/30/21 Cash balance reflects quarterly interest payment and quarterly amortization payment Net debt: Significantly deleveraged pro forma balance sheet post business combination ● - Result of rapid right sizing of cost structure during pandemic with continued investment to optimize performance upon the return of live events ● • Cash Flow: Strong cash flow conversion with low capex and negative working capital Working Capital balance of -$377mm as of 6/30/21 versus -$239mm as of 3/31/21 Increase in 'seller float' (collecting cash from buyers before remitting to sellers) as volume increased in Q2 2021 with Accounts Payable increasing from $101mm as of 3/31/21 to $238mm as of 6/30/21 Accrued Expenses and other current liabilities increased from $257mm as of 3/31/21 to $315mm as of 6/30/21; partially offset by Accounts Receivable increase from $37mm as of 3/31/21 to $52mm as of 6/30/21 Vivid Seats 45#46Comparable Company Benchmarking Revenue growth plus EBITDA margin ('23E) Revenue YoY growth '22E-'23E EBITDA margin '22E I'23E EBITDA YoY growth '22E-'23E Vivid Seats II Vividseats match 42.4% 14.4% 24.0% 28.0% 34.0% 56.1% 17.4% 36.4% 38.7% 24.7% ANGI HOMESERVICES 27.4% 18.1% 2.8% NM 9.3% 11 Etsy 52.5% 22.2% 28.5% 30.3% 30.0% bumble airbnb DOORDASH FARFETCH GoodR POSHMARK 50.5% 22.0% 25.9% Marketplaces 28.5% 34.0% 46.5% 22.3% 22.1% 24.2% 33.9% Source: Company information, Factset as of September 3, 2021 Notes: Financials calendarized to December year-end. Negative margins and 100% + growth are considered not meaningful ("NM") (1) Live Nation financials reflect the consolidated company (including non-ticketing sectors) 44.0% 29.9% 7.9% 14.1% NM 33.6% 25.9% 4.1% 7.7% NM 67.2% 32.1% 33.3% 35.1% 39.3% 33.4% 26.9% 4.0% NM 6.... Ticketing LIVE NATION eventbrite 20.1% 11.4% Median: 46.5% 15.6% 47.3% Median: 22.3% 29.6% 2023 Median: 17.7% 2022 Median: 13.5% 8.4% 8.7% 13.5% 17.7% Median: 33.9% 69.8% Vivid Seats 46#47Comparable Company Benchmarking (continued) EV ($bn) EV / EBITDA ¹22E '23E EV / Revenue '22E I'23E Vivid Seats Vividseats 2.1(2) 17.7x 13.3x 4.5x 3.9x ANGI match HOMESERVICES 47.4 35.0x 12.7x 28.1x 10.9x 5.4 NM 25.6x 2.8x 2.4x Etsy 33.1 42.3x 12.1x 32.6x 9.9x 12.9 bumble airbnb DOORDASH FARFETCH Good PX POSHMARK LIVE NATION 53.1x 13.8x 39.6x Marketplaces 11.3x 105.2 66.4x 14.7x 49.6x 12.0x Source: Company information, Factset as of September 3, 2021 Notes: Financials calendarized to December year-end. Negative margins and 100% + growth are considered not meaningful ("NM") (1) Live Nation financials reflect the consolidated company (including non-ticketing sectors) 70.8 NM 12.5x 68.5x 9.6x 18.7 NM 6.3x 65.6x 5.0x 17.4 50.4x 16.8x 36.2x 12.7x 1.7 NM 4.1x 49.8x 3.2x 22.2 Ticketing 20.6x 1.7x 2022 Median: 43.7x 2023 Median: 36.2x 17.8x eventbrite 1.7 1.6x 43.7x 2022 Median: 12.1x 2023 Median: 9.6x 25.8x 5.9x 4.6x Vivid Seats . 47#48Q&A Vividseats#49Thank You! Vividseats#50Appendix Vividseats#51GAAP Net Income to Adjusted EBITDA Reconciliation ($million) Net (loss) income Interest expense Depreciation and amortization Sales tax liability Transaction costs Equity-based compensation Senior management transaction costs Loss on extinguishment of debt Litigation, settlements and related costs Change to annual bonus program Customer loyalty program stand-up costs Impairment charges Loss on asset disposals Severance related to COVID-19 Adjusted EBITDA Years Ended December 31 2019 ($53.8) 41.5 93.1 10.0 8.9 5.2 2.7 2.4 2.3 2.8 3.2 1.0 $119.2 2020 ($774.2) 57.5 48.2 6.8 0.4 4.3 0.7 1.3 573.8 0.2 0.8 ($80.2) Three Months Ended June 30, 2021 2020 ($662.1) 13.5 24.1 (0.4) I 1.2 0.7 0.3 573.8 0.2 0.5 ($48.3) $2.6 16.8 0.5 10.7 3.9 1.2 0.4 $36.2 Six Months Ended June 30, 2021 2020 ($700.6) 22.8 48.0 4.5 0.4 2.4 0.7 0.3 I 573.8 0.2 0.5 ($47.1) ($17.6) 33.2 0.8 13.0 7.4 2.3 1.1 0.3 $40.4 Vivid Seats . 51

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