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
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
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.
