22,500,000 Units GOAL ACQUISITIONS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • Goal Acquisitions Corp. • Blank checks • New York
Goal Acquisitions Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This agreement is made as of _____, 2021 between Goal Acquisitions Corp., a Delaware corporation, with offices at 13001 W. Hwy 71, Suite 201, Austin Texas 78738 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Goal Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of February, 2021, by and among Goal Acquisitions Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2021 (“Agreement”), by and between Goal Acquisitions Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 16th, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This Agreement is made as of February 10, 2021 by and between Goal Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 February 10, 2021Goal Acquisitions Corp. • February 16th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Goal Acquisitions Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252303) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 16th, 2021 • Goal Acquisitions Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 10, 2021 (“Agreement”), by and among GOAL ACQUISITIONS CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Goal Acquisitions Corp. 13001 W. Hwy 71, Suite 201 Austin, Texas 78738 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • January 21st, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 17th, 2022 • Goal Acquisitions Corp. • Blank checks • Delaware
THIS 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 November 17, 2022 (the “Effective Date”), is made by and among (i) Goal Acquisitions Corp., a Delaware corporation (“PubCo”); (ii) Goal Acquisitions Sponsor LLC, a Delaware limited liability company (“Sponsor”); (iii) all shareholders of the Company (each a “Seller” and collectively the “Sellers); and (iv) 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, Sponsor, Sellers and the Other Holders may be referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 7th, 2024 • Goal Acquisitions Corp. • Blank checks • New York
This Amendment to Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as of February 7, 2024 (the “Effective Date”) by and between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Goal Acquisitions Corp. 13001 W. Hwy 71, Suite 201 Austin, Texas 78738 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • February 16th, 2021 • Goal Acquisitions Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED WITH [***] HAS BEEN EXCLUDED IN ACCORDANCE WITH REGULATION S-K ITEM 601(b)(2) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.” BUSINESS COMBINATION...Business Combination Agreement • November 17th, 2022 • Goal Acquisitions Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of November 17, 2022, is made by and among Goal Acquisitions Corp., a Delaware corporation (“Purchaser”), 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 (each a “Seller” and collectively “Sellers”), and IODA S.A., in its capacity as the “Seller Representative” (as defined herein). Purchaser, the Company, Sellers, and the Seller Representative are referred to herein collectively as the “Parties” and each a “Party”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 17th, 2022 • Goal Acquisitions Corp. • Blank checks • Delaware
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)).
INITIAL SHAREHOLDERS FORFEITURE AGREEMENTInitial Shareholders Forfeiture Agreement • November 17th, 2022 • Goal Acquisitions Corp. • Blank checks • Delaware
Reference is made to that certain 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”), by and among Goal Acquisitions Corp., a Delaware corporation (“Purchaser”), 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 (the “Sellers”) and IODA S.A., in its capacity as the Seller Representative (as defined therein). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
AMENDED AND RESTATED INITIAL SHAREHOLDERS FORFEITURE AGREEMENTInitial Shareholders Forfeiture 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)).
AMENDMENT TO INVESTMENT MANAGEMENTTRUST AGREEMENTInvestment Managementtrust Agreement • February 13th, 2023 • Goal Acquisitions Corp. • Blank checks • New York
This Amendment to Investment Management Trust Agreement (this “Amendment Agreement”) is entered into effective as of February 8, 2023 (the “Effective Date”) by and between Goal Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • 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”.
