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, 2021Agreement and Plan of Merger • 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”).
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
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.
