UNDERWRITING AGREEMENT SPORTRADAR GROUP AG Shares of Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 7th, 2021 • Sportradar Group AG • Services-computer programming, data processing, etc. • New York
Sportradar Group AG, a Swiss corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of shares of Class A ordinary shares, each having a nominal value of CHF 0.10, of the Company (the “Underwritten Shares”). In addition, the stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Class A ordinary shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Class A ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2022 • Sportradar Group AG • Services-computer programming, data processing, etc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 2021, is by and among CPP Investment Board Europe S.à r.l. (“CPPIB”), TCV Luxco Sports S.à r.l. (“TCV”), Carsten Koerl (“CK”), Sportradar Group AG, a Swiss stock corporation (the “Corporation”), and each of the Shareholders (as defined below). Each of the Persons listed on Exhibit A hereto, CPPIB, TCV, CK and any other Person who may become a party hereto pursuant to Section 11(c) and are referred to individually as a “Shareholder” and collectively as the “Shareholders”).
CLASS A ORDINARY SHARES PURCHASE AGREEMENTClass a Ordinary Shares Purchase Agreement • March 31st, 2022 • Sportradar Group AG • Services-computer programming, data processing, etc. • Delaware
This Class A Ordinary Shares Purchase Agreement (“Agreement”) is made as of September 7, 2021 (the “Effective Date”), by and among Sportradar Group AG, a Swiss stock corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGER by and among SPORTRADAR HOLDING AG, ATRIUM SPORTS, INC., ANDRETTI MERGER SUB, INC., and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Equityholder Representative Dated as of March 21, 2021Merger Agreement • August 17th, 2021 • Sportradar Group AG • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 21, 2021, is by and among (i) Sportradar Holding AG, a Swiss stock corporation organized under the laws of Switzerland (“Parent”); (ii) Andretti Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”); (iii) Atrium Sports, Inc., a Delaware corporation (the “Company”); and (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Company Equityholders (the “Equityholder Representative”).
SHAREHOLDERS AGREEMENT dated 2021 between Carsten Koerl, Steinweg 3c, 9052 Niederteufen, Switzerland (hereinafter referred to as “Founder”) and CPP Investment Board Europe S.à r.l., 10-12, Boulevard Roosevelt, L-2450 Luxembourg, Grand Duchy of...Shareholder Agreement • August 25th, 2021 • Sportradar Group AG • Services-computer programming, data processing, etc.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • August 17th, 2021 • Sportradar Group AG • Services-computer programming, data processing, etc. • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), effective as of the Exchange Effective Time (as defined below), is made and entered into by and among Andretti Management Aggregator, LLC, a Delaware limited liability company (the “Aggregator”), Atrium Sports, Inc., a Delaware corporation (“Atrium”), Atrium Founders Pty Ltd, an Australian company with Australian Company Number 630 338 984, as trustee for Atrium Founders Unit Trust (“Founder Holdings”), Sportradar Holding AG, a Swiss stock corporation organized under the laws of Switzerland (“Sportradar”), the holders of issued and outstanding stock of Atrium who execute and deliver a counterpart signature page to this Agreement (each, a “Stockholder”) and the recipients of Option Promise Awards who execute and deliver a counterpart signature page to this Agreement (each, a “Promised Optionee” and, together with Aggregator, the Stockho
WARRANT AGREEMENT of SPORTRADAR AGWarrant Agreement • March 31st, 2022 • Sportradar Group AG • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGREEMENT (as it may be amended from time to time, this “Warrant Agreement”) is made and entered into as of November 16, 2021 and CERTIFIES THAT, for value received, SPORTRADAR AG, a Swiss stock corporation (the “Company”), has delivered, and will deliver, in the aggregate 9,229,797 warrants (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, nominal value CHF 0.10 per share (as the same may be reclassified, renamed, exchanged or converted, the “Ordinary Shares”), of Sportradar Group AG, a Swiss stock corporation (the “Public Company”), in the amounts, at such times and at the price per share set forth herein.
INDEMNIFICATION AGREEMENT dated as per between Sportradar Group AG, Feldlistrasse 2, 9000 St. Gallen, Switzerland (hereinafter referred to as “Company”) and (hereinafter referred to as “Indemnitee”) regarding the indemnification of the IndemniteeIndemnification Agreement • August 17th, 2021 • Sportradar Group AG • Services-computer programming, data processing, etc.
