Genius Sports Limited [ ] Ordinary Shares Underwriting AgreementUnderwriting Agreement • June 8th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
Genius Sports Limited, a company incorporated under the laws of Guernsey (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of ordinary shares (“Stock”) of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated in this this Agreement, to sell to the Underwriters an aggregate of [ ] shares. The aggregate of [ ] shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called
Genius Sports Limited as the Company and as Trustee Senior Indenture Dated as of [•], [•]Senior Indenture • May 8th, 2024 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
SENIOR INDENTURE, dated as of [•, •], between Genius Sports Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey, as the Company, and [•], as Trustee.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2021 • Galileo Newco LTD • Services-miscellaneous amusement & recreation
This Indemnification Agreement (this “Agreement”) is made as of ____________, 2021 by and between Maven Topco Limited, a non-cellular company with limited liability incorporated under the laws of the Island of Guernsey (the “Company”) and Galileo NewCo Limited, an individual (“Indemnitee”).
Genius Sports Limited as the Company and as Trustee Subordinated Indenture Dated as of [•], [•]Subordinated Indenture • May 8th, 2024 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
SUBORDINATED INDENTURE, dated as of [•, •], between Genius Sports Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey, as the Company, and [•], as Trustee.
Genius Sports Limited 20,000,000 Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 18th, 2023 • Genius Sports LTD • Services-miscellaneous amusement & recreation
The shareholder named in Schedule II hereto (the “Selling Shareholder”) of Genius Sports Limited, a company incorporated under the laws of Guernsey (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 20,000,000 ordinary shares (the “Firm Shares”), par value $0.01 per share, of the Company (the “Stock”) and, at the election of the Underwriters, up to 3,000,000 additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. If no other Underwriters are listed on Schedule I hereto, all references to the Underwriters shall refer only to Goldman Sachs & Co. LLC.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 28th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of April 26, 2021 (the “Effective Date”), is made by and among (i) dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”); (ii) Maven TopHoldings S.a.r.l, a Luxembourg société à responsibilité limitée (“Apax”); (iii) each of the parties listed on Schedule 1-A attached hereto (collectively, “Management”); (iv) each of the parties listed on Schedule 1-B attached hereto (collectively, “Co-Investors”); (v) Genius Sports Limited (f/k/a Galileo NewCo Limited), a company incorporated under the laws of Guernsey (“PubCo”); (vi) dMY Technology Group II, Inc., a Delaware corporation (“dMY”); (vii) NFL Enterprises LLC, a limited liability company organized under the laws of Delaware (“NFL”), (viii) solely for purposes of Article I, Section 3.11, Section 3.15
Genius Sports Limited Amended and Restated Solicitation Agent AgreementSolicitation Agent Agreement • December 20th, 2022 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
Genius Sports Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey (the “Company” or “we”), and BofA Securities, Inc. (the “Solicitation Agent” or “you”) entered into a Solicitation Agent Agreement on November 18, 2022. The Company and Solicitation Agent hereby agree that the Prior Agreement shall be amended and restated in its entirety by this Agreement and agree as follows.
Re: Amended and Restated Investor Rights AgreementInvestor Rights Agreement • March 15th, 2024 • Genius Sports LTD • Services-miscellaneous amusement & recreation
Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among you (the “Holder”), Genius Sports Limited, a company incorporated under the laws of Guernsey (“PubCo”), and the other parties signatory thereto (as it may be amended, supplemented or restated from time to time in accordance with the terms thereof, the “Investor Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investor Rights Agreement.
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • April 28th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of April 20, 2021, by and among dMY Technology Group, Inc. II, a Delaware corporation (the “dMY”), Galileo NewCo Limited, a company incorporated under the laws of Guernsey (“NewCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
DATED: 2021 GENIUS SPORTS LIMITED and ZEDRA TRUST COMPANY (GUERNSEY) LIMITED TRUST DEED OF THE GENIUS EMPLOYEE BENEFIT TRUSTTrust Deed • April 28th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2024 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 10, 2024, amends that certain Credit Agreement, dated as of April 29, 2024, by and among, GENIUS SPORTS SS, LLC, a Delaware limited liability company (“Genius SS”), GENIUS SPORTS MEDIA INC., a Delaware corporation (“GS Media” and, together with Genius SS, collectively, the “U.S. Borrowers”), GENIUS SPORTS TECHNOLOGIES LIMITED, a company incorporated under the law of England and Wales, with company number 10197219 (“Genius Technologies”), GENIUS SPORTS UK LIMITED, a company incorporated under the law of England and Wales, with company number 04062777 (“GS UK” and, together with Genius Technologies, collectively, the “UK Borrowers”; the U.S. Borrowers and the UK Borrowers, each individually, a “Borrower” and collectively, the “Borrowers”), GENIUS SPORTS LIMITED, a non-cellular company limited by shares incorporated in Guernsey with registration number 68277 and having its registered office at East Wing, Trafalg
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • November 18th, 2022 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
This Amendment (this “Amendment”) is made as of November 18, 2022, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 13, 2020 (as amended, the “Existing Warrant Agreement”), between dMY Technology Group, Inc. II (“dMY”) and the Warrant Agent, which was assumed by the Company pursuant to that certain Warrant Assumption Agreement dated as of April 20, 2021, by and among dMY, the Company, and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
Genius Sports and Canadian Football League Agree to Transformative Sports Data and Global Technology Partnership to Grow Fan Engagement and Extend Media ReachPartnership Agreement • December 10th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation
• Genius Sports will have exclusive worldwide official data rights and international video rights to commercialize CFL content with sportsbooks
7 SEPTEMBER 2018 INVESTMENT DEED relating to MAVEN TOPCO LIMITED between MAVEN TOPCO LIMITED MAVEN MIDCO LIMITED MAVEN DEBTCO LIMITED MAVEN BIDCO LIMITED MAVEN TOPHOLDINGS S.A.R.L. and THE CO-INVESTORS KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. Mary...Investment Deed • March 11th, 2021 • Galileo Newco LTD • Services-miscellaneous amusement & recreation
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH...Warrant Agreement • April 28th, 2021 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO AN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, BY AND AMONG GENIUS SPORTS LIMITED (THE “COMPANY”), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “INVESTOR RIGHTS AGREEMENT”) AND ANY OTHER AGREEMENT BETWEEN THE ORIGINAL HOLDER AND THE COMPANY FROM TIME TO TIME. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTOR RIGHTS AGREEMENT OR ANY SUCH AGREEMENT.
GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SLWarrant Agreement • November 18th, 2022 • Genius Sports LTD • Services-miscellaneous amusement & recreation
This letter is to inform you that Genius Sports Limited (the “Company”) is hereby, in accordance with the terms of the warrant agreement, dated as of August 13, 2020 (as amended, supplemented or otherwise modified to date, the “Warrant Agreement”), lowering the warrant exercise price of its outstanding warrants (CUSIP number G3934V 117) (the “Warrants”), from $11.50 to a price (if and only if such lowered price is less than $11.50) equal to 74% of the closing price of an ordinary share on the New York Stock Exchange on the trading day prior to the date of delivery of the exercise notice related to such Warrant (the “Reduced Exercise Price”), conditioned on the satisfaction or waiver of the Condition (as defined below). The Company is lowering the exercise price pursuant to Section 3.1 of the Warrant Agreement. The changes made to the Warrant Agreement to reflect the Reduced Exercise Price are set forth in Annex A hereto.
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • January 20th, 2023 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
This Amendment (this “Amendment”) is made as of January 20, 2023, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 13, 2020 (as amended, the “Existing Warrant Agreement”), between dMY Technology Group, Inc. II (“dMY”) and the Warrant Agent, which was assumed by the Company pursuant to that certain Warrant Assumption Agreement dated as of April 20, 2021, by and among dMY, the Company, and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
To: Mark Locke Maven Top Holdings S.à r.l. (Apax) dMY Sponsor II LLC BY EMAIL Re: Amended and Restated Investor Rights Agreement Dear Shareholders,Investor Rights Agreement • March 15th, 2024 • Genius Sports LTD • Services-miscellaneous amusement & recreation
Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among Mark Locke (the “Holder”), Genius Sports Limited, a company incorporated under the laws of Guernsey (“PubCo”), and the other parties signatory thereto (as it may be amended, supplemented or restated from time to time in accordance with the terms thereof, the “Investor Rights Agreement”). Genius Sports and the other parties signatory hereto have agreed to modify the Investor Rights Agreement as set forth in this letter agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investor Rights Agreement.
AMENDED AND RESTATED AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • December 20th, 2022 • Genius Sports LTD • Services-miscellaneous amusement & recreation • New York
This Amended and Restated Amendment (this “Amendment”) is made as of December 20, 2022, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 13, 2020 (as amended, the “Existing Warrant Agreement”), between dMY Technology Group, Inc. II (“dMY”) and the Warrant Agent, which was assumed by the Company pursuant to that certain Warrant Assumption Agreement dated as of April 20, 2021, by and among dMY, the Company, and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
