CODE OF BUSINESSCONDUCT AND ETHICS
Published September 2022

CODE OF BUSINESSCONDUCT AND ETHICS

AT FANATICS, WE PERFORM OUR WORKWITH INTEGRITY AND PROFESSIONALISM.
OUR EMPLOYEES WORK IN A SAFE,RESPECTFUL, AND FAIR WORKPLACE.
WE CREATE QUALITY PRODUCTS ANDSERVICES THAT SEEK TO WOW OUR FANS.

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CODE OF BUSINESSCONDUCT AND ETHICSTeam Fanatics,
Integrity, discipline, and professionalism are the hallmarks of great companies. As our operations
expand, as we onboard more colleagues and as our roster of partners multiply, we correspondingly
need an unwavering attention to detail in our practices, policies, and standards. As an industry
leader we must continue to raise the bar, strive to be even better than our best and acknowledge
that what has gotten us to this spot will only be a part of what is needed to continue our trajectory.
We therefore need to be ever more vigilant and ever more focused. As a result, over the last several
months you have no doubt witnessed a focus on operational excellence across all our support andadministrative functions and that continues with this Code of Business Conduct and Ethics.
Over the past decade, Fanatics has evolved from a North American e-commerce and merchandisecompany to a global digital sports platform that has become one of the world’s fastest growing andmost exciting businesses. It is more important than ever to stay true to who we are, and know what
we stand for, as a company. We strive to be world class in all our operations and strongly believein doing business the right way. Fanatics is committed to working each day to deliver an unrivaled
fan experience and best-in-class products across our global digital sports platform; to create an
inclusive and diverse work environment focused on the safety and well-being of our employees;
to deliver for our hundreds of professional and collegiate sports properties; and to align our
Company’s goals with environmental, social and governance issues where we can have the biggest
influence.
We each make decisions daily that affect Fanatics as a company. That’s why this Code of BusinessConduct and Ethics is so important. It provides the basic legal framework and essential behaviors
that help us make the right decisions and ensure we’re conducting ourselves ethically and incompliance with the law, our policies, and our values. Your choices have significant impact on
our reputation so please read and apply our Code of Business Conduct and Ethics, making sure
your actions show respect for and earn the trust of our stakeholders, including fans, partners,
community, employees, and investors. While this document may be a bit long it can be summarizedwith one concept. It is what I call the “Wall Street Journal Test.” If your actions, behaviors, decisions
were described in detail on the front page of the Wall Street Journal, would you be proud of thestory and send it to family and friends?
Remember that in your business interactions, you are Fanatics and if there is one thing to remember
it is: do the right thing, always.

GLENN H. SCHIFFMAN
Executive Vice President & Chief Financial Officer
Fanatics Holdings, Inc.

Employees are expected to report actual or suspected non-compliance withthis Code of Business Conduct and Ethics, or red flags or indications that
non-compliance has occurred or is likely to occur. Please call the Company’s
Compliance Helpline (833-999-7327) at any time, and for any reason. Reports
can be made anonymously. Fanatics will never allow any form of retaliation formaking a report. You may also file a report through other means, as detailed inthis Code of Business Conduct and Ethics.

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CODE OF BUSINESSCONDUCT AND ETHICSTABLE OFCONTENTS1INTRODUCTION
1.1 Purpose and Scope
1.2 Seeking Help and Information

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CODE ADMINISTRATION

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CONFLICTS OF INTEREST
3.1 Identifying Potential Conflicts of Interest
3.2 Disclosure of Conflicts of Interest

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CORPORATE OPPORTUNITIES

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CONFIDENTIAL INFORMATION

86COMPETITION AND FAIR DEALING

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GIFTS AND ENTERTAINMENT

98COMPANY RECORDS

99PROTECTION AND USE OF COMPANY ASSETS

1010COMPLIANCE WITH LAWS AND REGULATIONS
10.1 Interactions with the Government
10.2 Political Contributions
10.3 Compliance with Antitrust Laws
10.4 Compliance with Insider Trading Laws

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ANTI-CORRUPTION COMPLIANCE AND THE UNITEDSTATES FOREIGN CORRUPT PRACTICES ACT

1212INTERNATIONAL TRADE LAWS

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ENVIRONMENT, HEALTH AND SAFETY
13.1 Environment
13.2 Health and Safety
13.3 Employment Practices
13.4 Harassment and Discrimination
13.5 Drugs and Alcohol
13.6 Violence Prevention and Weapons
13.7 Personal Conduct and Social Media
13.8 Public Communications

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POLICIES AND PROCEDURES REGARDINGACCOUNTING, INTERNAL ACCOUNTING CONTROLS,FRAUD, OR AUDITING MATTERS

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NON-COMPLIANCE AND INVESTIGATIONS

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REPORTING QUESTIONS OR CONCERNS

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CONCLUSION

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CODE OF BUSINESSCONDUCT AND ETHICS

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INTRODUCTION

1.1 PURPOSE AND SCOPE
This Code of Business Conduct and Ethics (this“Code”) contains general guidelines for conducting
the business of Fanatics Holdings, Inc. (“Fanatics”)
and Fanatics’ wholly and majority-owned subsidiaries(collectively, with Fanatics, “we,” “us,” “our,” or the“Company”) consistent with the highest standardsof business ethics. To the extent this Code requires ahigher standard than required by commercial practiceor applicable laws, rules, or regulations, the Company
adheres to these higher standards.
This Code applies to all of the Company’s directors,
officers, and other employees. We refer to all officers
and other employees covered by this Code as“Company employees” or simply “employees,” unlessthe context otherwise requires. In this Code, we
refer to Fanatics’ principal executive officer, principal
financial officer, principal accounting officer, andcontroller, or persons performing similar functions, as
Fanatics’ “principal financial officers.”
1.2 SEEKING HELP AND INFORMATIONThis Code is not intended to be a comprehensive
rulebook and cannot address every situation that you
may face. If you feel uncomfortable about a situationor have any doubts about whether it is consistent
with the Company’s ethical standards, seek help. We
encourage you to contact your manager for help first.
If your manager cannot answer your question or if
you do not feel comfortable contacting your manager,
contact Fanatics’ Chief of Corporate and GovernanceAffairs or Chief People Officer or, alternatively, any
member of Fanatics’ Legal or Human Resources
Departments.

BEFORE TAKING AN ACTION, ASK YOURSELF

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Is it legal?
Does it comply with the Code?
Does it reflect our Company values andethics?
Does it respect the rights of others?
Could it damage the reputation of theCompany?
Would I be embarrassed to read about it in
the media?

If you are unsure or the answer is “yes,”
please reach out to your manager, the Chiefof Corporate and Governance Affairs or the
Chief People Officer or, alternatively, any
member of Fanatics’ Legal or Human Resources
Departments.

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CODE ADMINISTRATION

Although everyone at the Company is expected
to comply with this Code, Fanatics’ Chief ofCorporate and Governance Affairs (the “Policy
Owner”) is responsible for the implementation andenforcement of this Code. The Policy Owner may
assign one or more individuals within the Company
with responsibility for this Code in their respective

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operations. Any exception to this Code for Fanatics’
directors, executive officers, or other principal financial
officers must be approved by Fanatics’ Board of
Directors. Exceptions to this Code for other employees
must be approved by the Policy Owner (or, if theactivity involves the Policy Owner, Fanatics’ Chief
Financial Officer).

CONFLICTS OF INTEREST

3.1 IDENTIFYING POTENTIAL CONFLICTS OF
INTEREST
Employees and directors must act in the bestinterests of the Company. You must refrain fromengaging in any activity or having a personal interest
that presents a “conflict of interest” and should seek toavoid even the appearance of a conflict of interest. A
conflict of interest occurs when your personal interest
interferes with the interests of the Company. A conflictof interest can arise whenever you, as an employee, or
director, take action or have an interest that prevents
you from performing your Company duties andresponsibilities honestly, objectively, and effectively.
Identifying potential conflicts of interest may notalways be clear-cut. The following situations mightreasonably be expected to give rise to a conflict ofinterest and should be identified to, and addressed by
the Policy Owner, or, as appropriate, Fanatics’ Boardof Directors:•

Outside Employment. An employee being
employed by, serving as a director of, or providing
any services to a company that the individual
knows or suspects is a material customer, supplier,or competitor of the Company (other than services
to be provided as part of an employee’s job
responsibilities for the Company).

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Improper Personal Benefits. An employee or

director obtaining any material (as to such
employee or director) personal benefits or favors
because of their position with the Company. See
Section 7 for additional guidance regarding gifts
and entertainment.

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Financial Interests. An employee having a“material interest” (ownership or otherwise) in any
company that the individual knows or suspects
is a material customer, supplier, or competitor of
the Company and using their position to influencea transaction with such company. Whether
an employee has a “material interest” will be
determined by the Policy Owner in light of all of
the circumstances, including consideration of therelationship of the employee to the customer,
supplier, or competitor; the relationship of theemployee to the specific transaction; and theimportance of the interest to the employee having
the interest.

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Loans or Other Financial Transactions. An
employee or director obtaining loans orguarantees of personal obligations from, or
entering into any other personal financialtransaction with, any company that the individual
knows or suspects is a material customer, supplier,or competitor of the Company. This guideline does
not prohibit arms-length transactions with banks,
brokerage firms, or other financial institutions.

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Service on Boards and Committees. An employee

CODE OF BUSINESSCONDUCT AND ETHICS

or director serving on a board of directors ortrustees or on a committee of any entity (whether
profit or not-for-profit) whose interests reasonably
would be expected to conflict with those of theCompany.

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Actions of Family Members. The actions of family
members outside the workplace may also giverise to the conflicts of interest described above
because they may influence an employee’s ordirector’s objectivity in making decisions on behalfof the Company. For purposes of this Code, “family
members” include your spouse or life-partner,brothers, sisters, parents, in-laws, and children,whether such relationships are by blood or
adoption.

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3.2 DISCLOSURE OF CONFLICTS OF INTEREST
The Company requires that employees and directors
disclose any situation that reasonably would be
expected to give rise to a conflict of interest. If you
suspect that you have a situation that could giverise to a conflict of interest, or something that others
could reasonably perceive as a conflict of interest,
you must report it in writing to your manager or the
Policy Owner, or if you are a director, executive officer,
or other principal financial officer, to Fanatics’ Boardof Directors. The Policy Owner will work with you todetermine whether you have a conflict of interest
and, if so, how best to address it. All transactions
that could give rise to a conflict of interest involving a
director, executive officer, or principal financial officer
must be approved by Fanatics’ Board of Directors,
and any such approval will not be considered a waiverof or exception to this Code.

CORPORATE OPPORTUNITIESAs an employee or director of the Company, you havean obligation to advance the Company’s interests
when the opportunity to do so arises. If you discoveror are presented with a business opportunity throughthe use of corporate property or information or
because of your position with the Company, you
should first present the business opportunity to theCompany before pursuing the opportunity in yourindividual capacity. No employee or director may use
corporate property, information, or their position with
the Company for personal gain while employed by theCompany or, for a director, while serving on Fanatics’
Board of Directors.

You should disclose to your manager the terms andconditions of each business opportunity covered bythis Code that you wish to pursue. Your manager
will contact the Policy Owner and the appropriate
management personnel to determine whether theCompany wishes to pursue the business opportunity.
If the Company waives its right to pursue the business
opportunity, you may pursue the business opportunity
on the same terms and conditions as originallyproposed and consistent with the other ethicalguidelines set forth in this Code.

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CONFIDENTIAL INFORMATION

Employees and directors have access to a varietyof confidential information regarding the Company.
Confidential information includes all non-public
information, including information about theCompany’s financial and business performance,that might be of use to competitors, or, if disclosed,
harmful to the Company or its collaborators,
customers, or suppliers. Employees and directors
have a duty to safeguard all confidential informationof the Company and that of third parties with which
the Company conducts business, except whendisclosure is authorized by the Company or legally
mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees
and directors should take appropriate precautions
to ensure that confidential or sensitive business

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information, whether it is proprietary to the Company
or another company, is not communicated within the
Company except to employees and directors who
have a need to know such information to performtheir responsibilities for the Company. An employee’s
and director’s obligation to protect confidential
information continues after they leave the Company.
Unauthorized disclosure of confidential information
could cause competitive harm to the Company or its
collaborators, customers, or suppliers and could resultin legal liability to you and the Company.
Any questions or concerns regarding whether
disclosure of Company information is legally
mandated should be promptly referred to the Policy
Owner.

COMPETITION AND FAIR DEALING

All employees should endeavor to deal fairly
with fellow employees and with the Company’s
collaborators, licensors, customers, suppliers, andcompetitors. Employees should not take unfair
advantage of anyone through manipulation,
concealment, abuse of privileged information,
misrepresentation of material facts, or any otherunfair-dealing practice. Employees should maintainand protect any intellectual property licensed fromlicensors with the same care as they employ withregard to Company-developed intellectual property.
Employees should also handle the nonpublic
information of our collaborators, licensors, suppliers,
and customers responsibly and in accordance with
our agreements with them, including information
regarding their technology and product pipelines.

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GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common
business practice designed to build relationships andunderstanding among business partners, and theCompany permits appropriate business gifts andentertainment. Gifts and entertainment, however,should not compromise, or appear to compromise,
your ability to make objective and fair businessdecisions. Nor should such expenses be used asa bribe or improper quid pro quo related to ourbusiness. In addition to these expectations, the giving
and receiving of gifts may be subject to a varietyof laws, rules, and regulations – including rulesthat may apply to the organization of the intended
recipient and our own policies with respect to suchactivities. For further guidance on gift giving rules andrequirements, please see Fanatics Anti-Corruption
Compliance Policy.

89EXAMPLES OF PROHIBITED GIFTS

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Gifts in the form of cash, gift cards, or gift
certificates
Gifts or hospitality for family members of
public officials
Gifts or hospitality unrelated to abusiness purpose
Gifts to public officials worth more than anominal value

COMPANY RECORDS

Accurate and reliable records are crucial to ourbusiness. Our records are the basis of our earnings
statements, financial reports, regulatory submissions,and many other aspects of our business, and guideour business decision-making and strategic planning.
Company records include financial records, personnel
records, records relating to our technology andproduct development, customer collaborations,manufacturing and regulatory submissions, and allother records maintained in the ordinary course of ourbusiness.

All Company records must be complete, accurate, andreliable in all material respects. Each employee anddirector must follow any formal document retention
policy of the Company with respect to Company
records within such employee’s or director’s control.
Please contact the Policy Owner to obtain a copy of
any such policy or with any questions concerning any
such policy.

CODE OF BUSINESSCONDUCT AND ETHICS

9PROTECTION AND USE OF COMPANY ASSETS

Employees and directors should protect theCompany’s assets and ensure their efficient use for
legitimate business purposes only and not for any
personal benefit or the personal benefit of anyoneelse. Theft, carelessness, and waste have a direct
impact on the Company’s financial performance. The
use of Company funds or assets, whether or not for
personal gain, for any unlawful or improper purpose isprohibited.
Employees and directors should be awarethat Company property includes all data and1010communications transmitted or received to or by, or
contained in, the Company’s electronic or telephonicsystems. Company property also includes all written
communications. Employees, directors, and otherusers of this property should have no expectation ofprivacy with respect to these communications anddata. To the extent permitted by law, the Company
has the ability, and reserves the right, to monitor
all electronic and telephonic communication. These
communications may also be subject to disclosure tolaw enforcement or government officials.

COMPLIANCE WITH LAWS AND REGULATIONSEach employee and director has an obligation tocomply with all laws, rules, and regulations applicableto the Company’s operations. These include, without
limitation, laws covering interactions with thegovernment, political contributions, antitrust, insider
trading, bribery and kickbacks, copyrights, trademarks
and trade secrets, information privacy, illegal
political contributions, antitrust prohibitions, foreign
corrupt practices, offering or receiving gratuities,
environmental hazards, employment discriminationor harassment, occupational health and safety, false
or misleading financial information, or misuse of
corporate assets. You are expected to understandand comply with all laws, rules and regulations that
apply to your job position. If any doubt exists about
whether a course of action is lawful, you should seek
advice from your manager or the Policy Owner.
10.1 INTERACTIONS WITH THE GOVERNMENTThe Company is committed to ensuring that all
dealings with governments and their representatives
are conducted with the highest standards of businessethics and compliance with all applicable laws andregulations, including the special requirements that
apply to communications with governmental bodies
that may have regulatory authority over our products
and operations. If your job responsibilities include
interacting with the government, you are expected tounderstand and comply with the special laws, rules,
and regulations that apply to your job position as wellas with any applicable standard operating proceduresthat the Company has implemented. If any doubt
exists about whether a course of action is lawful, you
should seek advice immediately from your manager
and the Policy Owner. Fanatics’ Anti-Corruption
Compliance Policy also provides additional guidance
regarding dealings with government officials.
In addition to the above, you must obtain approval
from the Policy Owner for any work activity that
requires communication with any member or
employee of a legislative body or with any government
official or employee. Work activities covered by thispolicy include meetings with legislators or membersof their staff or with senior executive branch officials
on behalf of the Company (whether these interactions
involve Company employees and directors, or are
conducted via one of our agents or third parties).
Preparation, research, and other background activities
that are done in support of lobbying communication
also require approval, even if a communication
ultimately is not made. If any doubt exists about
whether a given work activity would be considered
covered by this provision, you should seek advice
immediately from your manager and the Policy Owner.

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10.2 POLITICAL CONTRIBUTIONSEXAMPLES OF GOVERNMENT REPRESENTATIVES

As a Company we do not engage in political activity,
including lobbying or campaign contributions, using
Company funds, facilities, or in-kind gifts. Exceptions
to this rule must be approved in advance by the
Policy Owner, and contributions must be made inaccordance with applicable law. Employees anddirectors must also comply with any other Company
policies related to political activity that may apply. The
Company encourages its employees and directors toparticipate in the political process as individuals andon their own time. The Company will not reimburse
you for personal political contributions. When you
participate in non-Company political affairs, you
should be careful to make it clear that your views andactions are your own, and not made on behalf of theCompany. Please contact the Policy Owner if you haveany questions concerning Company policies regarding
political contributions.

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10.3 COMPLIANCE WITH ANTITRUST LAWS
Antitrust laws of the United States and othercountries are designed to protect consumers andcompetitors against unfair business practices and topromote and preserve competition. Our policy is tocompete vigorously and ethically while complying withall antitrust, monopoly, competition, or cartel laws in
all countries, states, or localities in which the Company
conducts business. Violations of antitrust laws may
result in severe penalties against the Company andits employees and directors, including potentiallysubstantial fines and criminal sanctions. Pleasecontact the Policy Owner if you have any questions
concerning Company policies regarding compliancewith antitrust laws.
10.3.1 MEETINGS WITH COMPETITORS;PROFESSIONAL ORGANIZATIONS AND TRADEASSOCIATIONSIn the ordinary course of the Company’s business,
employees of the Company may collaborate andmeet with companies engaged in competing linesof business or companies that could be deemedcompetitors of the Company. Employees may also
attend meetings of professional organizations andtrade associations at which competitors are present.
Employees should exercise caution in this context,
recognizing the potential for the appearance of•Athletic director at a state-owned university
Coach of a national teamLocal health inspector
Customs officials
Tax or financial regulator
Manager of a team owned by a sovereign
wealth fund
Journalist at state-run media

impropriety. At such meetings, you should not discuss
the Company’s pricing policies or other competitive
terms or any other proprietary, competitively sensitive
information.
10.4 COMPLIANCE WITH INSIDER TRADING LAWS
Employees and directors are responsible for complying
with all applicable laws and regulations regarding
insider trading. Accordingly, no employee or director
shall purchase or sell any type of security while inpossession of material, nonpublic information relating
to the security or its issuer, whether the issuer of the
security is the Company or any other company, or “tip”
or “suggest” that anyone else buy or sell securities
of any company on the basis of material nonpublic
information. For example, if a director or employee
learns material nonpublic information about anothercompany with which the Company does business,
including a business partner, that person may nottrade in such company’s securities until the information
becomes public or is no longer material. In addition, no
employee or director shall purchase or sell any securityof any other company, including another company
in the Company’s industry, on the basis of material
non-public information obtained in the course of theiremployment or service with the Company.
Violation of insider trading laws can result in severefines and criminal penalties, as well as disciplinary
action by the Company, up to and including, for an
employee, termination of employment or, for a director,
a request that such director resign from Fanatics’
Board of Directors. Please contact the Policy Owner if
you have any questions concerning Company policies
regarding compliance with insider trading laws.

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ANTI-CORRUPTION COMPLIANCE AND THE UNITEDSTATES FOREIGN CORRUPT PRACTICES ACTThe Company is committed to complying with theUnited States Foreign Corrupt Practices Act (the“FCPA”), the United Kingdom Bribery Act, Japan’s
Unfair Competition Prevention Act, and all otherapplicable anti-corruption laws in the countries
where we do business. The Company prohibits its
employees, directors, and agents from corruptly
offering, giving, authorizing, or promising money oranything of value (such as cash or cash equivalents,
NFTs, gifts, travel expenses, use of corporate/private
aircraft, entertainment, hospitality, charitable orpolitical donations, jobs or internships, discounts orfavorable pricing, or any other benefits of any size orvalue), directly or indirectly, to win or retain business,to secure an improper business advantage, or to
influence any act or decision of any government
official or employee of a state-owned or controlled
entity, political party, candidate for political office,or official of a public international organization.
The Company also prohibits employees, directors,
officers, and agents acting on behalf of the Company
from requesting or receiving bribes, kickbacks, orother improper inducements in any way related to
the Company’s business. The use of agents or third
parties for the payment of bribes, kickbacks, orother inducements is expressly prohibited, as is theuse of personal funds to engage in corrupt conduct
otherwise prohibited by this Code. Violations of the
FCPA and other applicable anti-corruption laws
can result in severe fines, criminal sanctions, andother collateral consequences. Non-compliance byCompany personnel could result in disciplinary action
by the Company, up to and including, for an employee,termination of employment or, for a director, a requestthat such director resign from Fanatics’ Board of
Directors. The Company will also take appropriate
action against any agent or third party who violates
these standards. For further guidance, please see
Fanatics’ Anti-Corruption Compliance Policy.

EXAMPLES OF ANYTHING OF VALUE

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FanCash or eGift cards
Company-branded swag
Game tickets
Player autographs, trading cards, jerseys,or memorabilia
Sports betting or gambling free-play orbonusesFan experiences, Fanatics Live events,
player meetings

EXAMPLES OF IMPROPER ADVANTAGES FOR
THE COMPANY

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Securing a building license for a flagship store
Importing goods at a lower tariff rate
Securing a contract with a national teamObtaining a permit for a filming location
Renewing naming rights at a multi-purpose
arena

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INTERNATIONAL TRADE LAWS

Company employees and agents must know andcomply with United States trade control laws andregulations (including export controls, sanctions,customs, and anti-boycott), as well as the tradecontrol laws of other countries where the Company
operates.
United States laws and regulations also impose
various trade sanctions or embargoes prohibiting
exports, transactions, and other dealings with certain
countries, territories and persons, and prohibit
cooperation with certain boycotts imposed by somecountries against others. The Company does notengage in unauthorized dealings with sanctioned
countries or parties, nor does it participate inprohibited boycotts. Employees involved in exporttransactions or international operations must

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familiarize themselves with the list of countries
against which the United States maintains
comprehensive sanctions and the rules relating toexporting to or transacting with such countries, either
directly or indirectly through foreign subsidiaries orother third parties. Due to the complexities of theseinternational trade laws, employees should contact
the Policy Owner before engaging in transactions
with countries or persons that may be affectedby economic or trade sanctions. If requested toparticipate in or cooperate with an international
boycott that the United States does not support (e.g.,
the boycott of Israel sponsored by the Arab League),you may not agree to or comply with such request.
Immediately report this request to the Policy Owner.
For further guidance, please see Fanatics’ Trade
Controls Compliance Policy.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to providing a safe andhealthy working environment for its employees
and to avoiding adverse impact and injury to theenvironment and the communities in which it does
business. Company employees must comply with allapplicable environmental, health and safety laws,
regulations, and Company standards. It is yourresponsibility to understand and comply with thelaws, regulations, and policies that are relevant toyour job. Failure to comply with environmental, healthand safety laws and regulations can result in civil
and criminal liability against you and the Company,
as well as disciplinary action by the Company, up to
and including termination of employment. You should
contact the Policy Owner if you have any questions
about the laws, regulations, and policies that apply toyou.

known or suspected violations of environmental
laws or any events that may result in a discharge oremission of hazardous materials.
13.2 HEALTH AND SAFETY
The Company is committed not only to complying
with all relevant health and safety laws, but also to
conducting business in a manner that protects thesafety of its employees. All employees are required
to comply with all applicable health and safety laws,
regulations, and policies relevant to their positions. If
you have a concern about unsafe conditions or tasks
that present a risk of injury to you, please reportthese concerns immediately to your manager, thePolicy Owner or Fanatics’ Chief People Officer.
13.3 EMPLOYMENT PRACTICES

13.1 ENVIRONMENTAll Company employees should strive to conserve
resources and reduce waste and emissions throughrecycling and other energy conservation measures.
You have a responsibility to promptly report any

The Company pursues fair employment practices
in every aspect of our business. The following isonly intended to be a summary of certain of ouremployment policies and procedures.

CODE OF BUSINESSCONDUCT AND ETHICS

The Company respects human rights and iscommitted to ensuring that the Company’s partners
and suppliers do not rely on forced, compulsory,or child labor in any way related to the Company’s
activities. As part of that commitment to humanrights, the Company expects its suppliers to comply
with local laws related to work hours, child labor, andwork environments, and strictly prohibits humantrafficking in any way related to the Company’sbusiness. It also is the Company’s expectation that its
partners, vendors, and suppliers comply with thesestandards and with the Company’s other applicablepolicies, including any supplier code of conduct that
the Company may have in place from time to time.
Company employees and directors must comply
with all applicable labor and employment laws,
including anti-discrimination laws and laws related
to freedom of association and privacy. It is yourresponsibility to understand and comply with thelaws, regulations, and policies that are relevant toyour job. Failure to comply with labor and employment
laws can result in civil and criminal liability against
you and the Company, as well as disciplinary action
by the Company, up to and including termination of
employment or, for a director, a request that suchdirector resign from Fanatics’ Board of Directors.
You should contact your manager, the Policy Owneror Fanatics’ Chief People Officer if you have any
questions about the laws, regulations, and policies
that apply to you.
13.4 HARASSMENT AND DISCRIMINATIONThe Company is committed to providing equal
opportunity and fair treatment to all individuals on thebasis of merit, without discrimination because of race,color, religion, national origin, sex (including pregnancy,
childbirth and related medical conditions), sexual
orientation, age, disability, veteran status, or othercharacteristic protected by law. The Company also
prohibits harassment based on these characteristics
in any form, whether physical or verbal and whether
committed by managers, non-supervisory personnel,
or non-employees. Harassment may include, but is not
limited to, offensive sexual flirtations, unwanted sexual
advances or propositions, verbal abuse, sexuallyor racially degrading words, or the display in theworkplace of sexually suggestive or racially degrading
objects or pictures.

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If you have any complaints about discrimination orharassment, report such conduct to your manager orto the Policy Owner or Fanatics’ Chief People Officer.
All complaints will be treated with sensitivity anddiscretion. Your manager, the Policy Owner, Fanatics’
Chief People Officer and the Company will protect
your confidentiality to the extent possible, consistent
with law and the Company’s need to investigate
your concern. Where our investigation uncovers
harassment or discrimination, we will take prompt
corrective action, which may include disciplinary action
by the Company, up to and including, termination of
employment or, for a director, a request that suchdirector resign from Fanatics’ Board of Directors.
The Company strictly prohibits retaliation against an
employee who, in good faith, files a complaint.
Any member of management who has reason tobelieve that an employee or director has been thevictim of harassment or discrimination or who receives
a report of alleged harassment or discrimination isrequired to report it to the Policy Owner or Fanatics’
Chief People Officer immediately.
13.5 DRUGS AND ALCOHOLThe Company is committed to maintaining a drugfree workplace. All Company employees mustcomply strictly with Company policies regarding
the possession, sale, and use of illegal drugs andmarijuana. Possessing, using, selling, or offering illegal
drugs, marijuana, and other controlled substances is
prohibited under all circumstances while on duty or on
the premises of the Company.
In general, the Company allows alcohol in its offices
for consumption at employee social gatherings andCompany-sponsored events. Some offices in certain
jurisdictions may have other polices. As a responsible
employer, the safety, security, and welfare of ourcolleagues and others is the Company’s top priority.
Moderate alcohol consumption on Company property
or while conducting Company business off-site, suchas at a business dinner, may be permitted, but you
are expected to show good judgment at all times inconnection with alcohol consumption. Abusing alcoholor drinking alcohol to the point of impairment is strictly
prohibited under all circumstances while on duty or
on Company premises. The Company will not toleratedrinking in a way that leads to inappropriate behavior,endangers the safety of others, or violates the law.

CODE OF BUSINESSCONDUCT AND ETHICS

Employees should take care to make sure people
who don’t or can’t consume alcohol feel included
and welcome to participate in social gatherings andCompany-sponsored events.
All Company employees are prohibited from reporting
for work, or driving a Company vehicle or any vehicle
on Company business, while under the influence of
any illegal drug, marijuana, controlled substance, or
alcohol.
13.6 VIOLENCE PREVENTION AND WEAPONSThe safety and security of Company employees
are vitally important. The Company will not tolerateviolence or threats of violence in, or related to, theworkplace. If you experience, witness, or otherwise
become aware of a violent or potentially violent
situation that occurs on the Company’s property
or affects the Company’s business, you must
immediately report the situation to your manager, thePolicy Owner or Fanatics’ Chief People Officer.
The Company does not permit any individual to have
weapons of any kind on Company property or in
vehicles, while on the job or off-site while on Company
business, except to the extent this prohibition would
conflict with applicable laws or regulations. This istrue even if you have obtained legal permits to carryweapons. The only exception to this policy applies tosecurity personnel who are specifically authorized byCompany management to carry weapons.

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13.7 PERSONAL CONDUCT AND SOCIAL MEDIA
Company employees should take care whenpresenting themselves in public settings, as well as
online and in web-based forums or networking sites.
Employees are encouraged to conduct themselvesin a responsible, respectful, and honest manner at
all times. The Company understands that employees
may wish to create and maintain a personal presence
online using various forms of social media. However,use of social media also presents certain risks andcarries with it certain responsibilities. To assist you in
making responsible decisions about your use of social
media, we have established Fanatics’ Social Media
Policy, which contains guidelines for appropriate use ofsocial media. Please see Fanatics’ Social Media Policy
for additional information.
13.8 PUBLIC COMMUNICATIONS
Absent prior approval, the only persons authorized
to speak on behalf of the Company to third parties,
including, but not limited to, the press, the media,
securityholders, analysts, or the investmentcommunity are those designated by Fanatics’Communications Team and/or Fanatics’ Investor
Relations Team. Inquiries from third parties should
be forwarded to Fanatics’ Communications Team
and/or Fanatics’ Investor Relations Team. Under nocircumstances should unauthorized persons respondto third-party inquiries without prior authorizationfrom Fanatics’ Communications Team and/or
Fanatics’ Investor Relations Team.

CODE OF BUSINESSCONDUCT AND ETHICS

14

16

POLICIES AND PROCEDURES REGARDINGACCOUNTING, INTERNAL ACCOUNTING CONTROLS,FRAUD, OR AUDITING MATTERS

The Company is committed to maintaining its books
and records in compliance with all applicable laws,
rules, and regulations. The Company encourages
employees, directors and third-party vendors,
customers, and business partners to make us awareof any practices, procedures or circumstances thatraise concerns about the integrity of our financial
statements, books, and records.

remain anonymous and will not be required to reveal
your identity in a telephone call to the Company’s
Compliance Helpline, although providing your identity
may assist the Company in investigating yourconcern. Employees, directors, and third parties areencouraged to provide as much detail and supporting
information as possible about their concerns in order
to assist the investigative process.

All employees, directors, and third parties making
reports are asked to report complaints aboutaccounting, internal accounting controls, auditing
matters, or questionable financial practices(“Accounting Complaints”) to the Company’s
Compliance Helpline (see Section 16). You may

It is the policy of the Company to treat Accounting
Complaints seriously and expeditiously. Accounting
Complaints will be reviewed by the Audit Committee of
Fanatics’ Board of Directors (the “Audit Committee”)
with the oversight of the Policy Owner or such otherpersons as the Audit Committee determines to beappropriate.

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NON-COMPLIANCE AND INVESTIGATIONSThe Company takes compliance with applicablelaws and regulations and this Code seriously andwill conduct appropriate investigations of credible
allegations of non-compliance. The Company willtimely investigate all legitimate complaints reported
under this Code.
If you are accused of violating this Code, you will
be given an opportunity to present your versionof the events at issue prior to any determinationof appropriate discipline. In all cases, consistent
with local law and agreement terms, disciplinary

action may include, for an employee, termination of
employment or, for a director, a request that suchdirector resign from Fanatics’ Board of Directors.
Employees and directors who violate the law or
this Code may expose themselves to substantial
civil damages, criminal fines, and prison terms.
The Company may also face substantial fines andpenalties and may incur damage to its reputationand standing in the community. Your conduct as arepresentative of the Company, if it does not comply
with the law or with this Code, can result in serious
consequences for both you and the Company.

CODE OF BUSINESSCONDUCT AND ETHICS

16

REPORTING QUESTIONS OR CONCERNS

Employees should not hesitate to raise questions
about this Code or applicable laws and regulations totheir managers, the Policy Owner or Fanatics’ Chief
People Officer or, alternatively, to any member ofFanatics’ Legal or Human Resources Departments.
Fanatics’ Legal and Human Resources Departments
will support anyone who raises genuine concerns
in good faith or asks questions regarding this Coderegardless of their position within the Company.
Employees are expected to report actual or suspected
non-compliance with this Code, or red flags orindications that non-compliance has occurred or is
likely to occur. Employees who are aware of actualor suspected non-compliance but fail to report such
violations will be subject to appropriate disciplinary
action which may include, for an employee,termination of employment or, for a director, a requestthat such director resign from Fanatics’ Board of
Directors.
The Company will not tolerate any form of retaliation
against any person who has raised an ethical or legal
concern in good faith. This applies even if your report
does not turn out to be an actual violation. Retaliationis strictly prohibited and can result in discipline. The
Company will endeavor to protect the identity ofreporting persons to the extent feasible.

Reports may be submitted through the Company’s
Compliance Helpline, which is administered by Navex
Services. Reports can be made anonymously as
follows:•

Website: https://fanatics.ethicspoint.com•

Toll-Free Telephone: 833-999-7327•

Mobile intake site
URL: fanaticsmobile.ethicspoint.com orscan the QR code below•

Toll-Free Telephone (from an outside line, dial
direct for your country):
COUNTRY

PHONE NUMBER

Belgium

0800 12 696

Brazil0800 729 2313

Canada833-996-3923

France0 800 90 31 85

Germany

0800 1814418

Honduras

2217-0416

Hong Kong

800901257

REPORTING POINTS OF CONTACT

India

0008000 503705

•
•

Italy

800768401

Japan

0800-080-9419

Spain

900751047

Thailand

1800 018 104

United Kingdom& Northern Ireland

0808 169 6525

United States833-999-7327

Vietnam

024 4458 1731

•
•
•
•

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Your manager
The Policy Owner (Fanatics‘ Chief ofCorporate Governance and Affairs)
Fanatics‘ Chief People Officer
Fanatics‘ Legal Department
Fanatics‘ Human Resources
Department
Company‘s Compliance Helpline(anonymous reporting available)

CODE OF BUSINESSCONDUCT AND ETHICS

17

CONCLUSION

This Code and the matters contained herein are neither a contract of
employment nor a guarantee of continuing Company policy. The Company
reserves the right to amend, supplement, or discontinue this Code and thematters addressed herein, without prior notice, at any time.

Effective Date: September 202218