Exhibit 4.1
Execution Version
AMENDMENT NO. 2 TO WARRANT AGREEMENT
This Amendment (this “Amendment”) is made as of January 20, 2023, 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.
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing Warrant Agreement with the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants;
WHEREAS, the Company desires to amend the Existing Warrant Agreement to provide for mandatory exercise of the Public Warrants, on the terms and subject to the conditions set forth herein; and
WHEREAS, in the consent solicitation undertaken by the Company pursuant to the Registration Statement on Form F-4 filed with the U.S. Securities and Exchange Commission, the Registered Holders of more than 50% of the then outstanding Public Warrants consented to and approved this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
1. Amendments to Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by inserting a new Section 6.A as below:
“6.A Mandatory Exercise.
6A.1 Exercise. Notwithstanding any other provision in this Agreement to the contrary, on the Trading Day immediately following the date of this Amendment, all (and not less than all) of the outstanding Warrants that have not been exercised by the holders thereof prior to the date of this Amendment shall be exercised automatically, on a cashless basis pursuant to Section 3.3.1(f) hereof, at the office of the Warrant Agent, at an Exercise Price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-trading day period on the New York Stock Exchange on the date which is the second trading day prior to the date of this Amendment (if and only if such Exercise Price would be less than $11.50 per share), resulting in holders of such warrants receiving 0.234 ordinary shares (or any Alternative Issuance pursuant to Section 4.5) for each Warrant held by the holder thereof (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the ordinary shares). If the Warrant Amendment is approved and 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading period on the NYSE on the second Trading Day prior to the Expiration Date is $11.50 or greater, such automatic exercise pursuant to the Warrant Amendment will occur on the holder’s behalf on a cashless basis at an exercise price of $11.50.”
