, 2026
Genius Sports Limited
C/O Genius Sports Group
1st Floor, 27 Soho Square,
London, England, W1D 3QR
Re: Lock-Up and Orderly Sell-Down Agreement (“Agreement”)
Ladies and Gentlemen:
Reference is made to the Share Purchase Agreement, dated February 5, 2026 (the “Acquisition Agreement”), with Genius Sports Limited, a company incorporated under the laws of Guernsey (the “Company”), amongst others, providing for, among other things, the acquisition (the “Acquisition”) by Lion Bidco Limited (“Buyer”) of the entire issued share capital of Zeal Ltd from Epos Capital Ltd (“Seller”). Nicholas Kisberg is the Seller Guarantor under the Acquisition Agreement (the Seller Guarantor, together with the Seller, the “Seller Parties”). Capitalized terms used and not defined herein have the meaning given to such terms in the Acquisition Agreement.
In consideration of, and as a condition to, the consummation of the various transactions contemplated under the Acquisition Agreement, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Seller Parties agree that, during the Lock-Up Period (as defined below), the Seller Parties shall not, and shall not cause or direct any of their Affiliates (as defined below) to, directly or indirectly: (i) offer, sell, lease, assign, contract to sell, pledge, lend or otherwise dispose of or transfer (by operation of law or otherwise), the applicable Consideration Stock, or grant any option to purchase the applicable Consideration Stock, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the Seller Parties or someone other than the Seller Parties), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the applicable Consideration Stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the applicable Consideration Stock or other securities, in cash or otherwise (any of the transactions described in the forgoing clause (i) and (ii), a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any Transfer of applicable Consideration Stock. The Seller Parties represent and warrant that the Seller Parties are not, and have not caused or directed any of their Affiliates to be or become, a party to any agreement, arrangement or understanding that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer of applicable Consideration Stock during the Lock-Up Period. Each Seller Party agrees that during the Lock-Up Period it shall not, and shall not cause or direct any of its Affiliates to become a party to any agreement, arrangement or understanding that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer of applicable Consideration Stock during the Lock-Up Period.
Notwithstanding the foregoing, the Seller Parties may Transfer (each such Transfer, a “Permitted Transfer”) the Consideration Stock (i) to any Affiliate of the Seller Parties, (ii) pursuant to a Change of Control of the Company approved by the Company’s board of directors (the “Board”), provided that in the event that the Change of Control is not completed, the Consideration Stock owned by the Seller Parties shall remain subject to the restrictions contained herein, (iii) to the Company and (iv) to satisfy any tax payment obligations arising in respect of the issuance of the Tranche 1 Earn-Out Stock and the Tranche 2 Earn-Out Stock; provided, that in the case of any Transfer of Consideration Stock pursuant to clause (i) each transferee (each such transferee, a “Permitted Transferee”) shall automatically be bound by the restrictions set forth herein and, upon request, shall agree to be bound in writing by the restrictions set forth herein. For purposes of this Agreement, (A) “Affiliate” of any particular person means any other person controlling, controlled by or under common control with such person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities or otherwise, (B) “Change of Control” shall mean the transfer in response to a bona fide third party tender offer, merger, consolidation or similar transaction the result of which any person (as defined in the Acquisition Agreement) or group of persons, other than the Company, becomes