Exhibit
10.1


 


SPONSOR
SUPPORT AGREEMENT


 


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)).


 


WHEREAS,
Purchaser, the Seller Representative, 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”), and all shareholders of the Company (the “Sellers”)
are concurrently herewith entering into a 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”; capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Business Combination Agreement) pursuant to which, among other things, Purchaser
will acquire from the Sellers the Purchased Shares, on the terms and subject to the conditions therein;


 


WHEREAS,
each Purchaser Stockholder is, as of the date of this Agreement, the beneficial and the sole legal owner of a number of shares of common
stock of Purchaser, par value $0.0001 per share, set forth opposite such Purchaser Stockholder’s name on Schedule A attached
hereto (the “Purchaser Shares”, and together with any other Purchaser Shares acquired by such Purchaser Stockholder
after the date of this Agreement and during the term of this Agreement, being collectively referred to herein as the “Subject
Shares”);


 


WHEREAS,
Sponsor is, as of the date of this Agreement, the beneficial and the sole legal owner of warrants to purchase a number of shares of Class
A Common Stock at a price of $11.50 per share, as set forth on Schedule A attached hereto (the “Purchaser Warrants”);
and


 


WHEREAS,
as a condition to their willingness to enter into the Business Combination Agreement, Purchaser and the Seller Representative have requested
that the Purchaser Stockholders enter into this Agreement.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I

Representations and Warranties


 


Sponsor
and each other Purchaser Stockholder hereby represents and warrants, solely as to itself, himself or herself, severally and not jointly,
to Purchaser and the Seller Representative:


 


1.1.
Incorporation and Power.


 


(a)
With respect to Sponsor only, Sponsor (i) is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware, and has all requisite limited liability company power and authority and all authorizations, licenses
and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted, and (ii) is not in breach
of Sponsor’s Organizational Documents.


 




    	 



     


    

 


(b)
With respect to each Purchaser Shareholder other than the Sponsor that is a legal entity, (i) such Purchaser Shareholder is a duly organized
legal entity, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and
authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses
as now conducted, and (ii) is not in breach of such Purchaser Shareholder’s Organizational Documents.


 


1.2.
Authorization; No Breach; Valid and Binding Agreement.


 


(a)
With respect to Sponsor only, (i) Sponsor has all requisite limited liability company power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution, delivery
and performance of this Agreement by Sponsor, and the consummation of the transactions contemplated hereby, have been duly and validly
authorized by all requisite limited liability company action on the part of Sponsor; and (iii) no other corporate actions or proceedings
on the part of Sponsor are necessary to authorize the execution, delivery or performance of this Agreement or to consummate the transactions
contemplated hereby.


 


(b)
With respect to each Purchaser Shareholder other than the Sponsor, (i) if such Purchaser Shareholder is a natural person, such Purchaser
Shareholder has full legal capacity, right and authority to execute and deliver this Agreement, to perform his or her obligations hereunder
and to consummate the transactions contemplated hereby, and (ii) if such Purchaser Shareholder is a legal entity, such Purchaser Shareholder
(A) has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby; (B) the execution, delivery and performance of this Agreement by such Purchaser Shareholder, and
the consummation of the transactions contemplated hereby, have been duly and validly authorized by all requisite action on the part of
such Purchaser Shareholder; and (C) no other corporate actions or proceedings on the part of such Purchaser Shareholder are necessary
to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby.


 


(c)
The execution, delivery and performance of this Agreement by such Purchaser Shareholder and the consummation of the transactions contemplated
hereby do not and will not conflict with or result in any breach of, constitute a default (or an event that, with or without notice or
lapse of time or both, would become a default) under, result in a violation of, result in the creation of any Lien upon any assets or
properties of such Purchaser Shareholder under, give rise to any right of payment, penalty, modification, amendment or termination, cancellation
or acceleration with respect to, or loss or impairment of any right under, or require any authorization, consent, approval, exemption
or other action by, notice to or filing with any court or other Governmental Authority under (i) the provisions of Sponsor’s Organizational
Documents (with respect to Sponsor only), (ii) any Contract or Permit to which such Purchaser Shareholder or its, his or her properties
or assets is bound, or (iii) any Law, statute, rule or regulation or order, judgment or decree to which such Purchaser Shareholder is
subject or its or their respective properties or assets are subject; except, with respect to clause (ii) or (iii) of this Section 1.2(c),
where the failure to obtain such authorization, consent, approval or exemption would not, individually or in the aggregate, prevent,
materially impair or materially delay such Purchaser Shareholder from consummating the transaction contemplated hereby.


 




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(d)
This Agreement has been duly executed and delivered by such Purchaser Stockholder and constitutes a valid and binding legal obligation
of such Purchaser Stockholder, enforceable in accordance with its terms, except as enforceability may be limited by applicable Laws.


 


1.3.
Subject Shares. Such Purchaser Stockholder is the beneficial and sole legal owner of the Purchaser Shares and, if applicable,
the Purchaser Warrants held by such Purchaser Stockholder and all such Purchaser Shares and, if applicable, the Purchaser Warrants are
owned by such Purchaser Stockholder free and clear of all Liens, other than Liens pursuant to this Agreement or applicable federal or
state securities Laws. Such Purchaser Stockholder does not legally own any shares or other equity securities or securities convertible,
exercisable or exchangeable into equity securities of Purchaser other than (i) the Purchaser Shares and, if applicable, the Purchaser
Warrants held by it and (ii) with respect to Sponsor only, the Sponsor Expense Advancement Agreement. Such Purchaser Stockholder has
the sole right to vote the Purchaser Shares held by it, and none of the Purchaser Shares held by it is subject to any voting trust or
other agreement, arrangement or restriction with respect to the voting of the Purchaser Shares, except as contemplated by this Agreement,
the Business Combination Agreement or any Ancillary Agreement.


 


1.4.
Orders. There is no Governmental Order pending or, to the knowledge of such Purchaser Stockholder, threatened or contemplated,
by or against such Purchaser Stockholder, that seeks to delay, limit or prevent the performance by such Purchaser Stockholder of its
obligations under this Agreement.


 


1.5.
Brokerage Fees. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other
commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by such
Purchaser Stockholder for which Purchaser or any of its Affiliates may become liable.


 


1.6.
Affiliate Arrangements. With respect to Sponsor only, neither Sponsor nor any of its Affiliates is party to, or has any
rights with respect to or arising from, any Contract with Purchaser, other than as contemplated by the Business Combination Agreement,
any Ancillary Agreement or in connection with the Transactions or as set forth in the Purchaser SEC Documents.


 




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1.7.
Acknowledgement. Such Purchaser Stockholder expressly understands and acknowledges that each of Purchaser, the Sellers
and the Seller Representative is entering into the Business Combination Agreement and Ancillary Agreements in reliance upon such Purchaser
Stockholder’s execution and delivery of this Agreement.


 


ARTICLE
II


Support
Agreement; Certain Other Covenants of the Purchaser Stockholders


 


2.1.
Binding Effect of Business Combination Agreement. Sponsor hereby acknowledges that it has read the Business Combination
Agreement and Sponsor has had a reasonable opportunity to consult with its tax and legal advisors. Sponsor shall be bound by, and comply
with, the obligations of Purchaser pursuant to Section 6.04 (Public Announcements) and Section 6.15(a) (Acquisition Proposals
and Alternative Transactions) of the Business Combination Agreement (and any relevant definitions contained in such Sections) as
if Sponsor was an original signatory to the Business Combination Agreement with respect to such provisions.


 


2.2.
Agreement to Vote.


 


(a)
In Favor of the Transactions. At any meeting of Purchaser (or at any adjournment thereof) or in connection with any shareholder
written resolution of Purchaser, or in any other circumstances upon which a vote, consent, resolution or other approval with respect
to the Business Combination Agreement, the Ancillary Agreements, or any Transaction is sought, each Purchaser Stockholder shall, (i)
if a meeting is held, appear at such meeting or otherwise cause its Subject Shares to be counted as present at such meeting for purposes
of establishing a quorum, and (ii) vote or cause to be voted (including, but not limited to, by class vote and/or shareholder written
consent or written resolution, if applicable) its Subject Shares in favor of granting the Purchaser Shareholder Approval or, if there
are insufficient votes in favor of granting the Purchaser Shareholder Approval, in favor of the adjournment of such general meeting of
Purchaser to a later date.


 


(b)
Against Other Transactions. At any meeting of Purchaser (or at any adjournment thereof) or in connection with any shareholder
written resolution of Purchaser, or in any other circumstances upon which a Purchaser Stockholder’s vote, consent, resolution or
other approval is sought, each Purchaser Stockholder shall vote (or cause to be voted) its Subject Shares (including, but not limited
to, by withholding class vote and/or written consent or written resolution, if applicable) against (i) any business combination agreement,
merger agreement or merger (other than the Business Combination Agreement, Ancillary Agreements and the Transactions), acquisition, scheme,
arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of, or by, Purchaser (including, but not limited to, any public offering of any shares of Purchaser), any of
its Subsidiaries, or a newly-formed holding company of Purchaser or such Subsidiaries, other than in connection with the Transactions
in accordance with the terms of the Business Combination Agreement, (ii) any inquiry, proposal or offer, or any indication of interest
in making an offer or proposal, from any Person or group at any time, relating to a Business Combination for Purchaser other than the
Transactions, (iii) any change in the business, management, control or board of directors of Purchaser (other than in connection with
the Transactions and the Purchaser Shareholder Proposals), (iv) any amendment of the Organizational Documents of Purchaser or other proposal
or transaction involving Purchaser or any of its Subsidiaries (other than any amendment to the Organizational Documents of Purchaser
contemplated in, or permitted by, the Business Combination Agreement), and (v) any other action, proposal, plan, scheme, arrangement
or agreement that would be reasonably likely to (A) prevent, impede, interfere with, delay, postpone, obstruct or attempt to discourage,
adversely affect, impair, frustrate the purposes of, result in a breach by Purchaser of, prevent or nullify, any provision of the Business
Combination Agreement or any Ancillary Agreement or the Transactions, (B) change in any manner the voting rights of any class of Purchaser’s
capital stock (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted by, the Business Combination
Agreement), (C) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Purchaser
under the Business Combination Agreement or any Ancillary Agreement, (D) result in any of the conditions set forth in Article VII
of the Business Combination Agreement not being fulfilled or (E) change in any manner the dividend policy or capitalization of, or
any class of capital stock of, Purchaser (other than any amendment to the Organizational Documents of Purchaser contemplated in, or permitted
by, the Business Combination Agreement).


 




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(c)
Revoke Other Proxies. Each Purchaser Stockholder represents and covenants that any proxies or agreements heretofore given in respect
of its Subject Shares that may still be in effect are not irrevocable, and any such proxies or agreements have been or are hereby revoked.


 


2.3.
Insider Letter Agreement. No Purchaser Stockholder shall modify or amend the Insider Letter Agreement, other than as contemplated
by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions.


 


2.4.
Purchaser Contracts. No Purchaser Stockholder shall enter into, renew or amend any Contract (or transaction) between or among
a Purchaser Stockholder or any Affiliate of a Purchaser Stockholder (other than Purchaser or any of its Subsidiaries), on the one hand,
and Purchaser or any of Purchaser’s Subsidiaries, on the other hand, other than as contemplated by the Business Combination Agreement,
any Ancillary Agreement or in connection with the Transactions or Working Capital Loans.


 


2.5.
No Transfer. Other than (x) pursuant to this Agreement, (y) upon the consent of the Seller Representative or (z) to an Affiliate
of a Purchaser Stockholder (provided that such Affiliate shall enter into a written agreement, in form and substance reasonably satisfactory
to Purchaser, agreeing to be bound by this Agreement to the same extent as such Purchaser Stockholder was with respect to its transferred
Subject Shares or Purchaser Warrants, as applicable), from the date of this Agreement until the date of termination of this Agreement,
each Purchaser Stockholder shall not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
mortgage, loan, grant any option or derivative, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or
dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, any Subject Shares or Purchaser Warrants, as applicable, (b) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Subject Shares or Purchaser Warrants, as applicable, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to
effect any transaction specified in clause (a) or (b) (the actions specified in clauses (a)-(c), collectively, “Transfer”),
other than set forth in this Agreement or any other Ancillary Agreement, (ii) grant any proxies or enter into any voting arrangement,
whether by proxy, voting agreement, voting trust, voting deed or otherwise (including, but not limited to, pursuant to any loan of Subject
Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in this Agreement
or any other Ancillary Agreement, (iii) take any action that would make any representation or warranty of such Purchaser Stockholder
herein untrue or incorrect, or have the effect of preventing or disabling such Purchaser Stockholder from performing its obligations
hereunder, (iv) commit or agree to take any of the foregoing actions, (v) take any other action or enter into any Contract that would
reasonably be expected to make any of its representations or warranties contained herein untrue or incorrect or (vi) would have the effect
of preventing or delaying such Purchaser Stockholder from performing any of its obligations hereunder. Any action attempted to be taken
in violation of the preceding sentence will be null and void ab initio. Each Purchaser Stockholder agrees with, and covenants
to, Purchaser and the Seller Representative that such Purchaser Stockholder shall not request that Purchaser register the Transfer (by
book-entry or otherwise) of any certificated or uncertificated interest representing any of the Subject Shares or Purchaser Warrants,
as applicable.


 




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2.6.
No Solicitation. During the Interim Period, each Purchaser Stockholder agrees not to, directly or indirectly, (a) solicit, initiate,
submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry,
proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal; (b) furnish or disclose any non-public information
to any Person in connection with or that could reasonably be expected to lead to a Purchaser Acquisition Proposal; (c) enter into any
agreement, arrangement or understanding regarding a Purchaser Acquisition Proposal or (d) otherwise cooperate in any way with, or assist
or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.
Notwithstanding anything contained herein to the contrary, (i) no Purchaser Stockholder shall be responsible for the actions of Purchaser
or its board of directors (or any committee thereof), or any of Purchaser’s officers, employees, or professional advisors (the
“Purchaser Related Parties”), including with respect to any of the matters contemplated by this Section 2.6, (ii)
no Purchaser Stockholder makes any representations or warranties with respect to the action of any of the Purchaser Related Parties and
(iii) any breach by Purchaser of its obligations under the Business Combination Agreement shall not be considered a breach of this Section
2.6 (for the avoidance of doubt, it being understood that each Purchaser Stockholder shall remain responsible for any breach by it or
its Representatives (other than any such Representative that is a Purchaser Related Party) of this Section 2.6.


 


2.7.
No Redemption. Each Purchaser Stockholder irrevocably and unconditionally agrees that, from the date hereof and until the termination
of this Agreement, such Purchaser Stockholder shall not elect to have any Subject Shares redeemed and shall also not directly or indirectly
submit or surrender any of its Subject Shares for redemption in connection with the Transactions or otherwise.


 


2.8.
New Shares. In the event that prior to the Closing (i) any Purchaser Shares, Purchaser Warrants or other securities are issued
or otherwise distributed to such Purchaser Stockholder pursuant to any stock dividend or distribution, or any change in any of the Purchaser
Shares, Purchaser Warrants or other capital stock of Purchaser by reason of any stock split-up, recapitalization, combination, exchange
of shares or the like, (ii) such Purchaser Stockholder acquires legal or beneficial ownership of any Purchaser Shares or Purchaser Warrants
after the date of this Agreement, including upon exercise of options or settlement of restricted share units or (iii) such Purchaser
Stockholder acquires the right to vote or share in the voting of any Purchaser Shares after the date of this Agreement (collectively,
the “New Securities”), then the following shall apply: the terms “Subject Shares” and “Purchaser
Warrants”, as applicable, shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions
and any securities into which or for which any or all of the Subject Shares may be changed or exchanged into) and be subject to the terms
of this Agreement to the same extent as if they constituted the Subject Shares or Purchaser Warrants owned by such Purchaser Stockholder
as of the date hereof.


 


2.9.
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (i) no Purchaser Stockholder makes any agreement
or understanding herein in any capacity other than in its capacity as an actual or prospective record holder and beneficial owner of
the Subject Shares, and (ii) nothing herein will be construed to limit or affect any action or inaction by any Purchaser Stockholder
or any representative of such Purchaser Stockholder serving as a member of the board of directors (or other similar governing body) of
Purchaser or as an officer, employee or fiduciary of Purchaser, in each case, acting in such person’s capacity as a director, officer,
employee or fiduciary of Purchaser.


 


2.10.
Termination. This Agreement shall terminate upon the earliest of (i) the Closing and (ii) the termination of the Business Combination
Agreement in accordance with its terms and conditions; provided, however, that upon such termination, Section 2.9, this
Section 2.10 and Article III shall survive indefinitely).


 


2.11.
Additional Matters. Each Purchaser Stockholder shall, from time to time, (i) execute and deliver, or cause to be executed and
delivered, such additional or further consents, documents and other instruments as Purchaser or the Seller Representative may reasonably
request for the purpose of effectively carrying out the transactions contemplated by this Agreement, the Business Combination Agreement
and any other Ancillary Agreement, including the Investor Rights Agreement (with respect to Sponsor only), (ii) refrain from exercising
any veto right, consent right or similar right (whether under the Organizational Documents of Purchaser, under applicable Law or otherwise)
which would impede, disrupt, limit, restrict, obstruct, prevent or otherwise adversely affect the consummation of the Transactions, and
(iii) with respect to Sponsor only, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to
be done, all things reasonable necessary to consummate the Transactions on the terms and subject to the conditions applicable thereto
and shall not take any action that would reasonably be expected to materially delay or prevent the satisfaction of any of the conditions
to the Transactions set forth under the Business Combination Agreement.


 




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ARTICLE
III


General
Provisions


 


3.1.
Notice. All notices, demands and other communications hereunder shall be in writing and be given to the Purchaser Stockholders
addressed as follows:


 


c/o
Goal Acquisitions Sponsor LLC


12600
Hill Country Blvd, Building R, Suite 275


Bee
Cave, Texas 78738


Attn:
Alex Greystoke


E-mail:
alexhsc2@gmail.com


 


with
a copy (which shall not constitute notice) to:


 


Proskauer
Rose LLP


2029
Century Park East, Suite 2400


Los
Angeles, CA 90067


Attention:
Will Chuchawat


Email:
WChuchawat@proskauer.com


 


(or
at such other address for a party as shall be specified by like notice). The notice shall be deemed given or delivered and received on
the earliest of (a) the day when delivered, if delivered personally, (b) two (2) Business Days after deposit for next-day delivery with
a nationally or internationally recognized courier or overnight service such as Federal Express or DHL (or upon any earlier receipt confirmed
in writing by such service), (c) seven (7) Business Days after mailing via U.S. certified or registered mail, return receipt requested,
or (d) the date sent, with no mail undeliverable or other rejection notice, if sent by email.


 


3.2.
Remedies; Specific Performance. The parties hereto acknowledge that money damages may not be an adequate remedy at law if any
party fails to perform any of its obligations hereunder. Accordingly, the parties agree that each party, in addition to any other remedy
to which it may be entitled at law or in equity, shall be entitled to seek an injunction or similar equitable relief restraining such
party from committing or continuing any breach or threatened breach and to compel specific performance of the obligations of any other
party under this Agreement, without the posting of any bond. No remedy under this Agreement shall be exclusive of any other remedy, and
all available remedies shall be cumulative.


 


3.3.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without
reference to its choice of law rules).


 


3.4.
Consent to Jurisdiction; Waiver of Jury Trial. Any dispute, controversy, difference, or claim based on, arising out of or relating
to this Agreement or the transactions contemplated hereby shall be governed by Section 10.03 of the Business Combination Agreement, which
is hereby incorporated by reference.


 




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3.5.
Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, successors and permitted assigns. Neither this Agreement nor any of the rights, interests
or obligations hereunder may be assigned (including by operation of law) without the prior written consent of all of the parties hereto.
Any attempted assignment of rights or obligations in violation of this Section 3.5 shall be null and void ab initio.


 


3.6.
Amendment; Waiver. This Agreement may not be amended, changed, supplemented or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the Purchaser Stockholders, Purchaser and the Seller Representative. No waiver
of any provision or default under, nor consent to any exception to, the terms and conditions of this Agreement shall be effective unless
in writing and signed by the party to be so bound, and then only to the extent and for the specific purpose in the instance so provided.


 


3.7.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


3.8.
Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their
mutual intent and no rule of strict construction shall be applied against any party hereto. This Agreement shall be deemed jointly drafted
by each of the parties. Each party has availed, or had the opportunity to avail, the advice and assistance of independent legal counsel.


 


3.9.
Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each
of the parties and delivered to the other parties. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


3.10.
Entire Agreement. This Agreement and the agreements referenced herein (including, but not limited to, the Business Combination
Agreement and Ancillary Agreements) constitute the entire agreement and complete understanding of the parties hereto in respect of the
subject matter hereof and supersede any and all prior understandings, agreements or representations (whether oral, written, implied or
otherwise) by or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


3.11.
No Third Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the parties and shall create
no rights or obligations enforceable by any other third party (including, but not limited to, employees, contractors or representatives
of a party).


 


3.12.
Interpretive Provisions. For all purposes of this Agreement, except as otherwise provided in this Agreement or unless the context
otherwise requires:


 


(a)
the meanings of defined terms are applicable to the singular as well as the plural forms of such terms;


 


(b)
the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement,
refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(c)
whenever the words “include”, “includes” or “including” are used in this Agreement, they shall mean
“without limitation;”


 


(d)
the captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement;
and


 


(e)
pronouns of any gender or neuter shall include, as appropriate, the other pronoun forms.


 


[Signature
pages follow]


 




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IN
WITNESS WHEREOF, each party has duly executed this Agreement as of the date first written above.


 


	 	GOAL
    ACQUISITIONS SPONSOR LLC
	 	 	 
	 	By:	 /s/ Alex
    Greystoke 
	 	Name:
    	Alex
    Greystoke
	 	Title:
    	President


 


[Signature
Page to Sponsor Support Agreement]


 




    	 



     


    

 


	 	By:	 /s/ Harvey
    Schiller 
	 	Name:
    	Harvey
    Schiller
	 	 	 
	 	By:	 /s/ William
    Duffy 
	 	Name:
    	William
    Duffy
	 	 	 
	 	By:	 /s/ David
    Falk 
	 	Name:
    	David
    Falk
	 	 	 
	 	By:	 /s/ Donna
    Orender 
	 	Name:
    	Donna
    Orender
	 	 	 
	 	By:	 /s/ Kenneth
    Shropshire 
	 	Name:	Kenneth
    Shropshire
	 	 	 
	 	By:	
	 	Name:	Jon
    Miller
	 	 	 
	 	By:	 /s/ Alex
    Greystoke 
	 	Name:
    	Alex
    Greystoke
	 	 	 
	 	By:	 /s/ Raghu
    Kilambi 
	 	Name:
    	Raghu
    Kilambi
	 	 	 
	 	By:	 /s/ Amber
    Allen 
	 	Name:
    	Amber
    Allen
	 	 	 
	 	By:	 /s/ Bart
    Oates 
	 	Name:
    	Bart
    Oates
	 	 	 
	 	By:	 /s/ Danielle
    Cantor Jeweler 
	 	Name:	Danielle
    Cantor Jeweler
	 	 	 
	 	By:	 /s/ Garret
    Klugh 
	 	Name:
    	Garret
    Klugh
	 	 	 
	 	By:	 /s/ Doug
    Perlman 
	 	Name:
    	Doug
    Perlman
	 	 	 
	 	By:	 /s/ Marc
    Wade 
	 	Name:
    	Marc
    Wade
	 	 	 
	 	By:	 /s/ Martin
    Gruschka 
	 	Name:
    	Martin
    Gruschka


 


[Signature
Page to Sponsor Support Agreement]


 




    	 



     


    

 





	ACKNOWLEDGED:	 
	 	 	 
	GOAL
    ACQUISITIONS CORP.	 
	 	 	 
	By:	 /s/ Harvey
    Schiller 	 
	Name: 
    	Harvey
    Schiller	 
	Title:
    	CEO	 
	 	 	 
	IODA
    S.A.	 
	 	 	 
	By:	 /s/ Eric
    Peyre 	 
	Name:	 Eric
    Peyre 	 
	Title:	 Director 	 
	 	 	 
	By:	 /s/ Emmanuel
    Lebeau 	 
	Name:	 Emmanuel
    Lebeau 	 
	Title:	 Director 	 


 


[Signature
Page to Sponsor Support Agreement]


 




    	 



     


    

 


SCHEDULE
A


 


	Name	 	Shares
    of Common Stock	 	Warrants
    to Purchase Shares of Common Stock
	Goal
    Acquisitions Sponsor LLC	 	4,114,750
                                            shares of shares of common stock of Purchaser

     

    667,500
    shares of common stock of Purchaser (as part of the Sponsor Units)
	 	Warrants
    to purchase 667,500 shares of common stock of Purchaser (as part of the Sponsor Units)
	 	 	 	 	 
	Harvey
    Schiller	 	560,000
    shares of shares of common stock of Purchaser	 	N/A
	 	 	 	 	 
	William
    Duffy	 	250,000
    shares of shares of common stock of Purchaser	 	N/A
	 	 	 	 	 
	David
    Falk	 	150,000
    shares of shares of common stock of Purchaser	 	N/A
	 	 	 	 	 
	Donna
    Orender	 	50,000
    shares of shares of common stock of Purchaser	 	N/A
	 	 	 	 	 
	Kenneth
    Shropshire	 	75,000
    shares of shares of common stock of Purchaser	 	N/A
	 	 	 	 	 
	Jon
    Miller	 	Confidential	 	Confidential
	 	 	 	 	 
	Alex
    Greystoke	 	Confidential	 	Confidential
	 	 	 	 	 
	Raghu
    Kilambi	 	Confidential	 	Confidential
	 	 	 	 	 
	Amber
    Allen	 	Confidential	 	Confidential
	 	 	 	 	 
	Bart
    Oates	 	Confidential	 	Confidential
	 	 	 	 	 
	Danielle
    Cantor Jeweler	 	Confidential	 	Confidential
	 	 	 	 	 
	Garret
    Klugh	 	Confidential	 	Confidential
	 	 	 	 	 
	Doug
    Perlman	 	Confidential	 	Confidential
	 	 	 	 	 
	Marc
    Wade	 	Confidential	 	Confidential
	 	 	 	 	 
	Martin
    Gruschka	 	Confidential	 	Confidential