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 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.
