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”.
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.
