AMENDED AND RESTATED INITIAL SHAREHOLDERS FORFEITURE AGREEMENTShareholder Agreement • February 10th, 2023 • Goal Acquisitions Corp. • Blank checks
Reference is made to that certain Amended and Restated Business Combination Agreement, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Business Combination Agreement”), by and among Goal Acquisitions Corp., a Delaware corporation (“Goal”), Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered office is at 88 rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 914 138 615 R.C.S. Lyon (the “Company”), all shareholders of the Company, IODA S.A., in its capacity as the DV Shareholders Representative (as defined therein) and certain other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Business Combination Agreement.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 10th, 2023 • Goal Acquisitions Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Investor Rights Agreement”), dated as of February 8, 2023 (the “Effective Date”), is made by and among (i) Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered office is at 88, rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 914 138 615 R.C.S. Lyon (“PubCo”); (ii) Goal Acquisitions Corp., a Delaware corporation (“Goal”); (iii) Goal Acquisitions Sponsor LLC, a Delaware limited liability company (“Sponsor”); (iv) all shareholders of Pubco (each a “DV Shareholder” and collectively the “DV Shareholders); and (v) the individuals listed as Other Holders on the signature pages hereto and each other Person who executes a joinder as an “Other Holder” (collectively, the “Other Holders”). Each of PubCo, Goal, Sponsor, the DV Shareholders and the Oth
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 10th, 2023 • Goal Acquisitions Corp. • Blank checks • Delaware
This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2023 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 “Goal Stockholders” and each a “Goal Stockholder”) and is hereby acknowledged by Goal Acquisitions Corp., a Delaware corporation, and Goal Acquisitions Nevada Corp., a Nevada corporation (together, “Goal”), and IODA S.A., in its capacity as the DV Shareholders Representative (as defined in the Amended and Restated Business Combination Agreement (as defined below)).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 10th, 2023 • Goal Acquisitions Corp. • Blank checks • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 8, 2023, is entered into between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and Goal Acquisitions Nevada Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“Goal Nevada”).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT dated as of February 8, 2023 by and among Goal Acquisitions Corp., GOAL ACquisitions nevada corp., DIGITAL VIRGO GROUP, THE SHAREHOLDERS IDENTIFIED HEREIN, and IODA S.A., in its capacity as the DV...Business Combination Agreement • February 10th, 2023 • Goal Acquisitions Corp. • Blank checks • Nevada
This Amended and Restated Business Combination Agreement (this “Agreement”), dated as of February 8, 2023, is made by and among Goal Acquisitions Corp., a Delaware corporation (“Goal”), Goal Acquisitions Nevada Corp., a Nevada corporation (“Goal Nevada”), Digital Virgo Group, a French corporation (société par actions simplifiée) whose registered office is at 88 rue Paul Bert, 69003 Lyon, France, and registered with the registry of commerce and companies under number 914 138 615 R.C.S. Lyon (“DV”), all shareholders of DV (the “DV Shareholders”), and IODA S.A., in its capacity as the DV Shareholders Representative (as defined below). Goal, Goal Nevada, DV, the DV Shareholders and the DV Shareholders Representative are referred to herein collectively as the “Parties” and each a “Party”.
