The Board of Directors of Sports Gaming Global Ventures, LLC, and its subsidiaries (the “Company”) has adopted this related party transaction policy to assist in reviewing, approving, and ratifying related party transactions and to aid in preparing the disclosures required by the U.S. Securities and Exchange Commission (“SEC”) for Sports Gaming Global Ventures, LLC Corporation’s applicable SEC filings.

This policy covers any Transaction that is or may be a Related Party Transaction, as defined herein. For the purposes of this policy, the following definitions apply:

“Executive Officer” means any officer of Sports Gaming Global Ventures, LLC who is a reporting person under Section 16 of the U.S. Securities and Exchange Act of 1934, as amended.

“Immediate Family Member” means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person sharing the household (other than a tenant or employee).

“Related Party” means any Executive Officer or director of Sports Gaming Global Ventures, LLC Corporation; any Immediate Family Member of an Executive Officer or director; any nominee for director and the Immediate Family Members of such nominee; and a 5% beneficial owner of Sports Gaming Global Ventures, LLC’s voting securities or any Immediate Family Member of such owner.

“Related Party Transaction” means any Transaction to which the Company or any of its subsidiaries, affiliates, or investees is a party, in which a Related Party has a direct or indirect material interest.

“Transaction” means any financial transaction, arrangement, or relationship or any series of similar transactions, arrangements, or relationships. The term also includes indebtedness, guarantees of indebtedness, and transactions involving employment and similar relationships.

Any Related Party Transaction must be approved or ratified by the independent members of the Board of Directors or its Governance and Directors Nominating Committee or Audit Committee (the “Approving Body”).

Each Executive Officer, director, and director nominee will promptly notify the Company’s General Counsel or Executive Vice President with supervisory responsibility for the General Counsel (a “Company Officer”) of any proposed Transaction involving the Company and a Related Party. The notice will include an appropriate description of the Transaction, potentially including the following:

  • The name of the Related Party and the basis on which the person is a Related Party.
  • The Related Party’s interest in the Transaction with the Company (including the Related Party’s position(s) or relationship(s) with, or ownership in, a firm, corporation, or other entity that is a party to or has an interest in the Transaction).
  • The approximate dollar value of the amount involved in the Transaction.
  • The approximate dollar value of the amount of the Related Party’s interest in the Transaction (computed without regard to the amount of profit or loss).
  • Any other information regarding the Transaction or the Related Party that could be material to investors considering the circumstances.

The Company Officer will present any such proposed Transaction to the Approving Body for the required approval or ratification. If the Approving Body determines that a proposed Transaction is a Related Party Transaction, it will proceed with its review. The Approving Body may conclude, upon reviewing all relevant information, that the proposed Transaction does not constitute a Related Party Transaction, in which case no further review is required under this policy. On an annual basis, the Approving Body will review previously approved Related Party Transactions to determine whether such Transactions should continue.

In reviewing the proposed Transaction, the Approving Body will consider all relevant facts and circumstances, including but not limited to:

  • The commercial reasonableness of the terms.
  • The benefit and perceived benefit, or lack thereof, to the Company.
  • Opportunity costs of alternate transactions.
  • The materiality and character of the Related Party’s direct or indirect interest.
  • The actual or apparent conflict of interest of the Related Party.

The Approving Body will not approve or ratify a Related Party Transaction unless, after considering all relevant information, it determines that the proposed Transaction is in, or not inconsistent with, the best interests of the Company and its shareholders.

If the Approving Body decides not to approve or ratify a Related Party Transaction, whether it is being reviewed for the first time or re-reviewed, the Transaction will not be entered into or continued, as directed by the Approving Body.

Notwithstanding the above, the following types of transactions are deemed not to create or involve a material interest on the part of the Related Party and will not require review, approval, or ratification under this policy:

  1. Transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $100,000.
  2. Transactions where the Related Party’s interest derives solely from their service as a director of another corporation or organization that is a party to the transaction.
  3. Transactions where the Related Party’s interest derives solely from owning less than 10% of the equity interest in another entity (other than a general partnership interest) that is a party to the transaction.
  4. Transactions where the Related Party’s interest derives solely from their ownership of a class of equity securities of Sports Gaming Global Ventures, LLC, with all holders of that class receiving the same benefit on a pro rata basis.
  5. Transactions where the Related Party’s interest derives solely from their service as a director, trustee, or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company, provided these donations are made pursuant to Company policies and approved by individuals other than the Related Party.
  6. Compensation arrangements for any Executive Officer, if approved by the Compensation Committee of the Board or its delegate.
  7. Director’s compensation arrangements, if approved by the Board.
  8. Transactions involving amounts less than $10,000.