Sports Gaming Media, LLC
Corporation Related Party Transactions Policy
The Board of Directors of Sports Gaming Media, LLC, and its subsidiaries (the “Company”) has adopted this related party transaction policy to assist it in reviewing, approving, and ratifying related party transactions and assist it in preparing the disclosure that the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) require to be included in Sports Gaming Media Corporation’s applicable SEC filings.
Transactions covered by this policy include any Transaction that is or may be a Related Party Transaction, as defined herein. For purposes of this policy, the following definitions apply:
“Executive Officer” means any officer of Sports Gaming Media 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 or 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 Media 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 Media’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 to be 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 and 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 Sports Gaming Media’s General Counsel or Sports Gaming Media’s Executive Vice President with supervisory responsibility for Sports Gaming Media’s General Counsel (either, a “Sports Gaming Media Officer”) of any proposed Transaction involving the Company and a Related Party. The notice will include an appropriate description of the Transaction, which may include one or more of the following items: 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 (which will be computed without regard to the amount of profit or loss), and any other information regarding the Transaction or the Related Party that could be material to investors in light of the circumstances.
The Sports Gaming Media 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 as described below. The Approving Body, however, may conclude, upon review of 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, as applicable, review previously approved Related Party Transactions, as described below, to determine whether such Transactions should continue.
In reviewing the proposed Transaction, the Approving Body will consider all relevant facts and circumstances, including without limitation 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, and the actual or apparent conflict of interest of the Related Party.
The Approving Body will not approve or ratify a Related Party Transaction unless it will have determined that, upon consideration of all relevant information, the proposed Transaction is in, or not inconsistent with, the best interests of the Company and its shareholders.
If after the review described above, the Approving Body determines not to approve or ratify a Related Party Transaction (whether such Transaction is being reviewed for the first time or has previously been approved and is being re-reviewed), the Transaction will not be entered into or continued, as the Approving Body directs.
Notwithstanding the foregoing, 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 be reviewed, nor will they require approval or ratification, under this policy:
- Transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $100,000.
- Transactions in which the Related Party’s interest derives solely from his or her service as a director of another corporation or organization that is a party to the transaction.
- Transactions in which the Related Party’s interest derives solely from his or her ownership of less than 10% of the equity interest in another person (other than a general partnership interest) which is a party to the transaction.
- Transactions in which the Related Party’s interest derives solely from his or her ownership of a class of equity securities of Sports Gaming Media and all holders of that class of equity securities will receive the same benefit on a pro rata basis.
- Transactions in which the Related Party’s interest derives solely from his or her service as a director, trustee or officer (or similar position) of a not-for-profit organization or charity that receives donations from the Company, which donations are made pursuant to the Company’s policies and approved by persons other than the Related Party.
- Compensation arrangements of any Executive Officer, if such arrangements have been approved by the Compensation Committee of the Board or its delegate.
- Director compensation arrangements, if such arrangements have been approved by the Board.
- Transactions involving less than $10,000 in amount