SPONSOR SUPPORT AGREEMENT

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2022 by Goal Acquisitions Sponsor LLC, a Delaware limited liability company (“Sponsor”) and each of the persons set forth on Schedule A hereto (together with the Sponsor, the “Purchaser Stockholders” and each a “Purchaser Stockholder”) and is hereby acknowledged by Goal Acquisitions Corp., a Delaware corporation (“Purchaser”) and IODA S.A., in its capacity as Seller Representative (as defined in the Business Combination Agreement (as defined below)).

WHEREAS, Purchaser, the Seller Representative, Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered office is at 00 xxx Xxxx Xxxx, 00000 Xxxx, Xxxxxx, and registered with the registry of commerce and companies under number 914 138 615 R.C.S. Lyon (the “Company”), and all shareholders of the Company (the “Sellers”) are concurrently herewith entering into a Business Combination Agreement dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement) pursuant to which, among other things, Purchaser will acquire from the Sellers the Purchased Shares, on the terms and subject to the conditions therein;

WHEREAS, each Purchaser Stockholder is, as of the date of this Agreement, the beneficial and the sole legal owner of a number of shares of common stock of Purchaser, par value $0.0001 per share, set forth opposite such Purchaser Stockholder’s name on Schedule A attached hereto (the “Purchaser Shares”, and together with any other Purchaser Shares acquired by such Purchaser Stockholder after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”);

WHEREAS, Sponsor is, as of the date of this Agreement, the beneficial and the sole legal owner of warrants to purchase a number of shares of Class A Common Stock at a price of $11.50 per share, as set forth on Schedule A attached hereto (the “Purchaser Warrants”); and

WHEREAS, as a condition to their willingness to enter into the Business Combination Agreement, Purchaser and the Seller Representative have requested that the Purchaser Stockholders enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
Representations and Warranties

Sponsor and each other Purchaser Stockholder hereby represents and warrants, solely as to itself, himself or herself, severally and not jointly, to Purchaser and the Seller Representative:

1.1. Incorporation and Power.

(a) With respect to Sponsor only, Sponsor (i) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted, and (ii) is not in breach of Sponsor’s Organizational Documents.

(b) With respect to each Purchaser Shareholder other than the Sponsor that is a legal entity, (i) such Purchaser Shareholder is a duly organized legal entity, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted, and (ii) is not in breach of such Purchaser Shareholder’s Organizational Documents.

1.2. Authorization; No Breach; Xxxxx and Binding Agreement.

(a) With respect to Sponsor only, (i) Sponsor has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance of this Agreement by Sponsor, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite limited liability company action on the part of Sponsor; and (iii) no other corporate actions or proceedings on the part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby.

(b) With respect to each Purchaser Shareholder other than the Sponsor, (i) if such Purchaser Shareholder is a natural person, such Purchaser Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder (A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby.

(c) The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated hereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s Organizational Documents (with respect to Sponsor only), (ii) any Contract or Permit to which such Purchaser Shareholder or its, his or her properties or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c), where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent, materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated hereby.

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(d) This Agreement has been duly executed and delivered by such Purchaser Stockholder and constitutes a valid and binding legal obligation of such Purchaser Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.

1.3. Subject Shares. Such Purchaser Stockholder is the beneficial and sole legal owner of the Purchaser Shares and, if applicable, the Purchaser Warrants held by such Purchaser Stockholder and all such Purchaser Shares and, if applicable, the Purchaser Warrants are owned by such Purchaser Stockholder free and clear of all Liens, other than Liens pursuant to this Agreement or applicable federal or state securities Laws. Such Purchaser Stockholder does not legally own any shares or other equity securities or securities convertible, exercisable or exchangeable into equity securities of Purchaser other than (i) the Purchaser Shares and, if applicable, the Purchaser Warrants held by it and (ii) with respect to Sponsor only, the Sponsor Expense Advancement Agreement. Such Purchaser Stockholder has the sole right to vote the Purchaser Shares held by it, and none of the Purchaser Shares held by it is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Purchaser Shares, except as contemplated by this Agreement, the Business Combination Agreement or any Ancillary Agreement.

1.4. Orders. There is no Governmental Order pending or, to the knowledge of such Purchaser Stockholder, threatened or contemplated, by or against such Purchaser Stockholder, that seeks to delay, limit or prevent the performance by such Purchaser Stockholder of its obligations under this Agreement.

1.5. Brokerage Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by such Purchaser Stockholder for which Purchaser or any of its Affiliates may become liable.

1.6. Affiliate Arrangements. With respect to Sponsor only, neither Sponsor nor any of its Affiliates is party to, or has any rights with respect to or arising from, any Contract with Purchaser, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions or as set forth in the Purchaser SEC Documents.

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1.7. Acknowledgement. Such Purchaser Stockholder expressly understands and acknowledges that each of Purchaser, the Sellers and the Seller Representative is entering into the Business Combination Agreement and Ancillary Agreements in reliance upon such Purchaser Stockholder’s execution and delivery of this Agreement.

ARTICLE II

Support Agreement; Certain Other Covenants of the Purchaser Stockholders

2.1. Binding Effect of Business Combination Agreement. Sponsor hereby acknowledges that it has read the Business Combination Agreement and Sponsor has had a reasonable opportunity to consult with its tax and legal advisors. Sponsor shall be bound by, and comply with, the obligations of Purchaser pursuant to Section 6.04 (Public Announcements) and Section 6.15(a) (Acquisition Proposals and Alternative Transactions) of the Business Combination Agreement (and any relevant definitions contained in such Sections) as if Sponsor was an original signatory to the Business Combination Agreement with respect to such provisions.

2.2. Agreement to Vote.

(a) In Favor of the Transactions. At any meeting of Purchaser (or at any adjournment thereof) or in connection with any shareholder written resolution of Purchaser, or in any other circumstances upon which a vote, consent, resolution or other approval with respect to the Business Combination Agreement, the Ancillary Agreements, or any Transaction is sought, each Purchaser Stockholder shall, (i) if a meeting is held, appear at such meeting or otherwise cause its Subject Shares to be counted as present at such meeting for purposes of establishing a quorum, and (ii) vote or cause to be voted (including, but not limited to, by class vote and/or shareholder written consent or written resolution, if applicable) its Subject Shares in favor of granting the Purchaser Shareholder Approval or, if there are insufficient votes in favor of granting the Purchaser Shareholder Approval, in favor of the adjournment of such general meeting of Purchaser to a later date.

(b) Against Other Transactions. At any meeting of Purchaser (or at any adjournment thereof) or in connection with any shareholder written resolution of Purchaser, or in any other circumstances upon which a Purchaser Stockholder’s vote, consent, resolution or other approval is sought, each Purchaser Stockholder shall vote (or cause to be voted) its Subject Shares (including, but not limited to, by withholding class vote and/or written consent or written resolution, if applicable) against (i) any business combination agreement, merger agreement or merger (other than the Business Combination Agreement, Ancillary Agreements and the Transactions), acquisition, scheme, arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of, or by, Purchaser (including, but not limited to, any public offering of any shares of Purchaser), any of its Subsidiaries, or a newly-formed holding company of Purchaser or such Subsidiaries, other than in connection with the Transactions in accordance with the terms of the Business Combination Agreement, (ii) any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time, relating to a Business Combination for Purchaser other than the Transactions, (iii) any change in the business, management, control or board of directors of Purchaser (other than in connection with the Transactions and the Purchaser Shareholder Proposals), (iv) any amendment of the Organizational Documents of Purchaser or other proposal or transaction involving Purchaser or any of its Subsidiaries (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement), and (v) any other action, proposal, plan, scheme, arrangement or agreement that would be reasonably likely to (A) prevent, impede, interfere with, delay, postpone, obstruct or attempt to discourage, adversely affect, impair, frustrate the purposes of, result in a breach by Purchaser of, prevent or nullify, any provision of the Business Combination Agreement or any Ancillary Agreement or the Transactions, (B) change in any manner the voting rights of any class of Purchaser’s capital stock (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement), (C) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser under the Business Combination Agreement or any Ancillary Agreement, (D) result in any of the conditions set forth in Article VII of the Business Combination Agreement not being fulfilled or (E) change in any manner the dividend policy or capitalization of, or any class of capital stock of, Purchaser (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination Agreement).

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(c) Revoke Other Proxies. Each Purchaser Stockholder represents and covenants that any proxies or agreements heretofore given in respect of its Subject Shares that may still be in effect are not irrevocable, and any such proxies or agreements have been or are hereby revoked.

2.3. Insider Letter Agreement. No Purchaser Stockholder shall modify or amend the Insider Letter Agreement, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions.

2.4. Purchaser Contracts. No Purchaser Stockholder shall enter into, renew or amend any Contract (or transaction) between or among a Purchaser Stockholder or any Affiliate of a Purchaser Stockholder (other than Purchaser or any of its Subsidiaries), on the one hand, and Purchaser or any of Purchaser’s Subsidiaries, on the other hand, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions or Working Capital Loans.

2.5. No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement, each Purchaser Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”), other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants, as applicable.

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2.6. No Solicitation. During the Interim Period, each Purchaser Stockholder agrees not to, directly or indirectly, (a) solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Notwithstanding anything contained herein to the contrary, (i) no Purchaser Stockholder shall be responsible for the actions of Purchaser or its board of directors (or any committee thereof), or any of Purchaser’s officers, employees, or professional advisors (the “Purchaser Related Parties”), including with respect to any of the matters contemplated by this Section 2.6, (ii) no Purchaser Stockholder makes any representations or warranties with respect to the action of any of the Purchaser Related Parties and (iii) any breach by Purchaser of its obligations under the Business Combination Agreement shall not be considered a breach of this Section 2.6 (for the avoidance of doubt, it being understood that each Purchaser Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is a Purchaser Related Party) of this Section 2.6.

2.7. No Redemption. Each Purchaser Stockholder irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement, such Purchaser Stockholder shall not elect to have any Subject Shares redeemed and shall also not directly or indirectly submit or surrender any of its Subject Shares for redemption in connection with the Transactions or otherwise.

2.8. New Shares. In the event that prior to the Closing (i) any Purchaser Shares, Purchaser Warrants or other securities are issued or otherwise distributed to such Purchaser Stockholder pursuant to any stock dividend or distribution, or any change in any of the Purchaser Shares, Purchaser Warrants or other capital stock of Purchaser by reason of any stock split-up, recapitalization, combination, exchange of shares or the like, (ii) such Purchaser Stockholder acquires legal or beneficial ownership of any Purchaser Shares or Purchaser Warrants after the date of this Agreement, including upon exercise of options or settlement of restricted share units or (iii) such Purchaser Stockholder acquires the right to vote or share in the voting of any Purchaser Shares after the date of this Agreement (collectively, the “New Securities”), then the following shall apply: the terms “Subject Shares” and “Purchaser Warrants”, as applicable, shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into) and be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares or Purchaser Warrants owned by such Purchaser Stockholder as of the date hereof.

2.9. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (i) no Purchaser Stockholder makes any agreement or understanding herein in any capacity other than in its capacity as an actual or prospective record holder and beneficial owner of the Subject Shares, and (ii) nothing herein will be construed to limit or affect any action or inaction by any Purchaser Stockholder or any representative of such Purchaser Stockholder serving as a member of the board of directors (or other similar governing body) of Purchaser or as an officer, employee or fiduciary of Purchaser, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of Purchaser.

2.10. Termination. This Agreement shall terminate upon the earliest of (i) the Closing and (ii) the termination of the Business Combination Agreement in accordance with its terms and conditions; provided, however, that upon such termination, Section 2.9, this Section 2.10 and Article III shall survive indefinitely).

2.11. Additional Matters. Each Purchaser Stockholder shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Purchaser or the Seller Representative may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement, the Business Combination Agreement and any other Ancillary Agreement, including the Investor Rights Agreement (with respect to Sponsor only), (ii) refrain from exercising any veto right, consent right or similar right (whether under the Organizational Documents of Purchaser, under applicable Law or otherwise) which would impede, disrupt, limit, restrict, obstruct, prevent or otherwise adversely affect the consummation of the Transactions, and (iii) with respect to Sponsor only, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonable necessary to consummate the Transactions on the terms and subject to the conditions applicable thereto and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions to the Transactions set forth under the Business Combination Agreement.

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ARTICLE III

General Provisions

3.1. Notice. All notices, demands and other communications hereunder shall be in writing and be given to the Purchaser Stockholders addressed as follows:

c/o Goal Acquisitions Sponsor LLC

00000 Xxxx Xxxxxxx Xxxx, Xxxxxxxx X, Xxxxx 000

Bee Cave, Texas 78738

Attn: Xxxx Xxxxxxxxx

E-mail: xxxxxxx0@xxxxx.xxx

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000

Xxx Xxxxxxx, XX 00000

Attention: Xxxx Xxxxxxxxx

Email: XXxxxxxxxx@xxxxxxxxx.xxx

(or at such other address for a party as shall be specified by like notice). The notice shall be deemed given or delivered and received on the earliest of (a) the day when delivered, if delivered personally, (b) two (2) Business Days after deposit for next-day delivery with a nationally or internationally recognized courier or overnight service such as Federal Express or DHL (or upon any earlier receipt confirmed in writing by such service), (c) seven (7) Business Days after mailing via U.S. certified or registered mail, return receipt requested, or (d) the date sent, with no mail undeliverable or other rejection notice, if sent by email.

3.2. Remedies; Specific Performance. The parties hereto acknowledge that money damages may not be an adequate remedy at law if any party fails to perform any of its obligations hereunder. Accordingly, the parties agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to seek an injunction or similar equitable relief restraining such party from committing or continuing any breach or threatened breach and to compel specific performance of the obligations of any other party under this Agreement, without the posting of any bond. No remedy under this Agreement shall be exclusive of any other remedy, and all available remedies shall be cumulative.

3.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without reference to its choice of law rules).

3.4. Consent to Jurisdiction; Waiver of Jury Trial. Any dispute, controversy, difference, or claim based on, arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by Section 10.03 of the Business Combination Agreement, which is hereby incorporated by reference.

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3.5. Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned (including by operation of law) without the prior written consent of all of the parties hereto. Any attempted assignment of rights or obligations in violation of this Section 3.5 shall be null and void ab initio.

3.6. Amendment; Waiver. This Agreement may not be amended, changed, supplemented or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Purchaser Stockholders, Purchaser and the Seller Representative. No waiver of any provision or default under, nor consent to any exception to, the terms and conditions of this Agreement shall be effective unless in writing and signed by the party to be so bound, and then only to the extent and for the specific purpose in the instance so provided.

3.7. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.8. Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against any party hereto. This Agreement shall be deemed jointly drafted by each of the parties. Each party has availed, or had the opportunity to avail, the advice and assistance of independent legal counsel.

3.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to the other parties. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

3.10. Entire Agreement. This Agreement and the agreements referenced herein (including, but not limited to, the Business Combination Agreement and Ancillary Agreements) constitute the entire agreement and complete understanding of the parties hereto in respect of the subject matter hereof and supersede any and all prior understandings, agreements or representations (whether oral, written, implied or otherwise) by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

3.11. No Third Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the parties and shall create no rights or obligations enforceable by any other third party (including, but not limited to, employees, contractors or representatives of a party).

3.12. Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context otherwise requires:

(a) the meanings of defined terms are applicable to the singular as well as the plural forms of such terms;

(b) the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall mean “without limitation;”

(d) the captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; and

(e) pronouns of any gender or neuter shall include, as appropriate, the other pronoun forms.

[Signature pages follow]

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IN WITNESS WHEREOF, each party has duly executed this Agreement as of the date first written above.

	GOAL ACQUISITIONS SPONSOR LLC
	By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	President

[Signature Page to Sponsor Support Agreement]

	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	By:	/s/ Xxxxxxx Xxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxx
	By:
	Name:	Xxx Xxxxxx
	By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	By:	/s/ Xxxxxxxx Xxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxx Xxxxxxx
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx

[Signature Page to Sponsor Support Agreement]

ACKNOWLEDGED:
GOAL ACQUISITIONS CORP.
By:	/s/ Xxxxxx Xxxxxxxx
Name:	Xxxxxx Xxxxxxxx
Title:	CEO
IODA S.A.
By:	/s/ Xxxx Xxxxx
Name:	Xxxx Xxxxx
Title:	Director
By:	/s/ Xxxxxxxx Xxxxxx
Name:	Xxxxxxxx Xxxxxx
Title:	Director

[Signature Page to Sponsor Support Agreement]

SCHEDULE A

Name		Shares of Common Stock		Warrants to Purchase Shares of Common Stock
Goal Acquisitions Sponsor LLC		4,114,750 shares of shares of common stock of Purchaser 667,500 shares of common stock of Purchaser (as part of the Sponsor Units)		Warrants to purchase 667,500 shares of common stock of Purchaser (as part of the Sponsor Units)
Xxxxxx Xxxxxxxx		560,000 shares of shares of common stock of Purchaser		N/A
Xxxxxxx Xxxxx		250,000 shares of shares of common stock of Purchaser		N/A
Xxxxx Xxxx		150,000 shares of shares of common stock of Purchaser		N/A
Xxxxx Xxxxxxx		50,000 shares of shares of common stock of Purchaser		N/A
Xxxxxxx Xxxxxxxxxx		75,000 shares of shares of common stock of Purchaser		N/A
Xxx Xxxxxx		Confidential		Confidential
Xxxx Xxxxxxxxx		Confidential		Confidential
Xxxxx Xxxxxxx		Confidential		Confidential
Xxxxx Xxxxx		Confidential		Confidential
Xxxx Xxxxx		Confidential		Confidential
Xxxxxxxx Xxxxxx Jeweler		Confidential		Confidential
Xxxxxx Xxxxx		Confidential		Confidential
Xxxx Xxxxxxx		Confidential		Confidential
Xxxx Xxxx		Confidential		Confidential
Xxxxxx Xxxxxxxx		Confidential		Confidential