COMMON STOCK PURCHASE WARRANT SHARPLINK GAMING LTD.SharpLink Gaming Ltd. • February 16th, 2023 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SharpLink Gaming Ltd., an Israeli corporation (the “Company”), up to 8,800,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2023, between SharpLink Gaming Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 5.0 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 30th, 2007 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2023, between SharpLink Gaming Ltd., an Israeli corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
BY AND AMONGAsset Purchase Agreement • April 2nd, 2009 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • New York
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES OF SHARPLINK GAMING LTD.SharpLink Gaming Ltd. • October 6th, 2023 • Services-prepackaged software
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, A.G.P./ALLIANCE GLOBAL PARTNERS or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_], 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from SharpLink Gaming Ltd., a company organized under the laws of Israel (the “Company”), up to [_] ordinary shares, par value NIS 0.60 per share (the “Ordinary Shares”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant was issued pursuant to Section 3 of that certain Placement Agency Agreement, dated as of [_], 2023, by and between the Company and the Holder (a
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2021 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, between SharpLink, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2021 • SharpLink Gaming Ltd. • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2021, between SharpLink Gaming Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [_], 2023, between SharpLink Gaming Ltd., a company organized under the laws of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANTMer Telemanagement Solutions LTD • September 9th, 2005 • Telephone & telegraph apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2022 • SharpLink Gaming Ltd. • Telephone & telegraph apparatus • Minnesota
THIS EMPLOYMENT AGREEMENT, (hereinafter “Agreement”), is made and entered into effective as of July 26, 2021, by and between SharpLink, Inc., a Minnesota corporation (hereinafter the “Employer” or “Company”), and Chris Nicholas (hereinafter “Executive”), an individual resident of the State of Minnesota. Either the Employer or Executive may be individually referred to herein as a “party,” or collectively as the “parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2021 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2020, between SharpLink, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
THIS SECURITY AGREEMENT (this “Agreement”), is made as of this 27th day of March, 2020, by SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 30th, 2018 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 14 day of August, 2017, by and between Mer Telemanagement Solutions Ltd. (the “Company”), a company organized under the laws of the State of Israel, with its principal offices at 14 Hatidhar Street, Ra’anana 4366516, Israel, and the purchasers identified in Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).
THIRD PARTY SECURITY AGREEMENTThird Party Security Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
THIS THIRD PARTY SECURITY AGREEMENT (this “Agreement”), is made as of this 27th day of March, 2020, by VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (the “Debtor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Secured Party”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 5th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
THIS FIRST AMENDMENT (this “Amendment”) to the AGREEMENT AND PLAN OF MERGER, dated June 14, 2023 (the “Agreement”), is made and entered into as of July 24, 2023, by and among SharpLink Gaming Ltd., an Israeli limited company (“SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and wholly-owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli limited company and wholly-owned subsidiary of SharpLink US (“Merger Sub”). SharpLink Israel, SharpLink US and Merger Sub may each be referred to herein individually as a “Party” and collectively as the “Parties”.
SharpLink Gaming Ltd.SharpLink Gaming Ltd. • October 6th, 2023 • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2022 • SharpLink Gaming Ltd. • Telephone & telegraph apparatus • Minnesota
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2021, is by and among SharpLink Gaming Ltd, an Israeli company (the “Company”), and 6t4 Company, a Minnesota corporation (“6t4”) and Chris Carlson (“Carlson”, and with 6t4, the “Sellers” and individually, a “Seller”).
SHARE AND ASSET PURCHASE AGREEMENTShare and Asset Purchase Agreement • January 5th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Tel-Aviv
THIS SHARE AND ASSET PURCHASE AGREEMENT (the “Agreement”) is made effective as of November 9, 2022 (the “Effective Date”) by and among SHARPLINK GAMING LTD., a company organized under the laws of the State of Israel, corporate number 520042904 (“SharpLink”), MTS Asia Ltd., a company organized under the laws of Hong Kong (“MTS Asia” and, together with SharpLink, the “Sellers” and each, as applicable, the “Seller”), Entrypoint South Ltd., a company organized under the laws of the State of Israel (the “Buyer”) and Entrypoint Systems 2004 Ltd. (the “Parent”. Each of SharpLink and Buyer may be referred to herein as a “Party” and, together, the “Parties”.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by and between SHARPLINK, INC., a Minnesota corporation (the “Borrower”), and PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
SETTLEMENT AGREEMENTSettlement Agreement • January 24th, 2024 • SharpLink Gaming Ltd. • Services-prepackaged software • New York
This SETTLEMENT AGREEMENT (this “Settlement Agreement”), dated as of January 19, 2024, is made by and between SharpLink Gaming Ltd. (“SharpLink”) and Alpha Capital Anstalt (“Alpha”). Each of SharpLink and Alpha are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Debenture (as defined below).
PURCHASE AGREEMENTPurchase Agreement • January 24th, 2024 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
This Stock Purchase Agreement (this “Agreement”), dated as of January 11, 2024, is entered into between SharpLink Gaming Ltd., an Israeli limited company, (“Parent Seller”); and SLG 1 Holdings, LLC, a Delaware limited liability company, (“Subsidiary Seller”); SHGN Acquisition Corp., a Delaware corporation, (“SHGN”), (collectively “Seller”), and RSports Interactive, Inc., a Minnesota corporation, (“Buyer”).
ContractSecurities Purchase Agreement • September 7th, 2018 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • New York
WARRANT TO PURCHASE ORDINARY SHARES OF MER TELEMANAGEMENT SOLUTIONS LTD.SharpLink Gaming Ltd. • June 15th, 2023 • Services-prepackaged software
THIS CERTIFIES that Roy Hess (the “Holder”), has the right to purchase from MER TELEMANAGEMENT SOLUTIONS LTD., a company organized under the laws of the State of Israel, with headquarters located at 14 Hatidhar Street, Ra΄anana 4366516, Israel (the “Company”), up to 116,667 fully paid and nonassessable Ordinary Shares of the Company, nominal value NIS 0.03 (the “Ordinary Shares”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the Commencement Date (as defined below) and ending at 6:00 p.m., eastern time, on the date that is three years following the Issue date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”).
WARRANT TO PURCHASE ORDINARY SHARES OF MER TELEMANAGEMENT SOLUTIONS LTD.SharpLink Gaming Ltd. • June 15th, 2023 • Services-prepackaged software
THIS CERTIFIES that Roy Hess (the “Holder”), has the right to purchase from MER TELEMANAGEMENT SOLUTIONS LTD., a company organized under the laws of the State of Israel, with headquarters located at 14 Hatidhar Street, Ra΄anana 4366516, Israel (the “Company”), up to 50,000 fully paid and nonassessable Ordinary Shares of the Company, nominal value NIS 0.03 (the “Ordinary Shares”), subject to adjustment as provided herein, with no exercise price (i.e., an exercise price equal to $0), at any time and from time to time beginning on the Commencement Date (as defined below) and ending at 6:00 p.m., eastern time, on the date that is three years following the Issue date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”).
PURCHASE AGREEMENTPurchase Agreement • May 27th, 2015 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 11 day of May, 2015, by and between Mer Telemanagement Solutions Ltd. (the “Company”), a company organized under the laws of the State of Israel, with its principal offices at 14 Hatidhar Street, Ra’anana 4366516, Israel, and the purchasers identified in Schedule 1 attached hereto (each a “Purchaser” and together the “Purchasers”).
AGREEMENT AND PLAN OF MERGER among: MER TELEMANAGEMENT SOLUTIONS LTD., an Israeli limited company; NEW SL ACQUISITION CORP., a Delaware corporation; and SHARPLINK, INC., a Minnesota corporation Dated as of April 15, 2021Agreement and Plan of Merger • April 15th, 2021 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with its exhibits and schedules, this “Agreement”) is made and entered into as of April 15, 2021, by and among Mer Telemanagement Solutions Ltd., an Israeli limited company (“MTS”), New SL Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of MTS (“Merger Sub”), and SharpLink, Inc., a Minnesota corporation (the “Company”). MTS, Merger Sub and the Company may each be referred to herein individually as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 2 TO BILLING HOSTED SERVICES AGREEMENTBilling Hosted Services Agreement • March 20th, 2013 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus
This Amendment No. 2 to the Billing Hosted Services agreement dated August 12, 2009 (the “Agreement”) originally entered into by Simple Mobile, LLC, a Nevada limited liability company (“Simple”), and MTS Integratrak, Inc., a Delaware corporation (“MTS”), and subsequently assigned to TracFone Wireless, Inc., a Delaware corporation (“Customer”) as part of Customer’s acquisition of substantially all of the assets of Simple, is made as of October 1, 2012.
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS SECOND AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of the day of November, 2021, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limited liability company (“LeagueSafe”), and VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (“Virtual Fantasy,” and together with LeagueSafe, collectively, the “Pledgors”) and PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
TERM LOAN AGREEMENTTerm Loan Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS TERM LOAN AGREEMENT (this “Agreement”) is made as of the 9th day of June, 2020, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), and PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
AMENDMENT AGREEMENTAmendment Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of the 4th day of November, 2021, by and between SPORTSHUB GAMES NETWORK, INC., a Delaware corporation (the “Borrower”), LEAGUESAFE MANAGEMENT, LLC, a Minnesota limited liability company, and VIRTUAL FANTASY GAMES ACQUISITION, LLC, a Minnesota limited liability company (collectively, the “Company Guarantors”), ROB PHYTHIAN, an individual, and CHRIS NICHOLAS, an individual (the “Released Guarantors” and together with the Company Guarantors, collectively, the “Guarantors”) and PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 14, 2023, by and among SharpLink Gaming Ltd., an Israeli limited company (“SharpLink Israel”), SharpLink Gaming, Inc., a Delaware corporation and wholly-owned subsidiary of SharpLink Israel (“SharpLink US”), and SharpLink Merger Sub Ltd., an Israeli limited company and wholly-owned subsidiary of SharpLink US (“Merger Sub”). SharpLink Israel, SharpLink US and Merger Sub may each be referred to herein individually as a “Party” and collectively as the “Parties”.
Re: Amendment to Debt Conversion AgreementMer Telemanagement Solutions LTD • April 30th, 2018 • Telephone & telegraph apparatus
We are writing further to our recent discussions concerning the Share Purchase Agreement dated as of February 3, 2015 (the “Agreement”) by and among (i) Mer Telemanagement Solutions Ltd., a public company incorporated under the laws of the State of Israel (the “Company”), (ii) Vexigo Ltd., a private company incorporated under the laws of the State of Israel (“Vexigo”), (iii) FPSV Holdings Ltd., a private company incorporated under the laws of the State of Israel (“FPSV”), (iv) all of the shareholders of Vexigo, other than FPSV (the “Sellers”) and (v) all of the shareholders of FPSV (the “FPSV Sellers”), concerning the Payment Schedule and Proposed Purchase Agreement (the “Payment Schedule”) executed between the Company and yourself, as Seller’s Representative under the Agreement on February 18, 2016 and concerning the Debt Conversion Agreement executed between the Company and yourself, as Sellers’ Representative under the Agreement on May 30, 2017 (the “Original Debt Conversion Agreeme
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 27th, 2021 • Mer Telemanagement Solutions LTD • Telephone & telegraph apparatus • New York
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into effective as of July 23, 2021, by and among Mer Telemanagement Solutions Ltd., an Israeli limited company (“MTS”), New SL Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of MTS (“Merger Sub”), and SharpLink, Inc., a Minnesota corporation (the “Company”), and amends that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among MTS, Merger Sub and the Company, dated as of April 15, 2021. MTS, Merger Sub and the Company may each be referred to herein individually as a “Party” and collectively as the “Parties.”
COMPANY GUARANTY BY SHGN ACQUISITION CORP./ SLG 1 HOLDINGS LLC/ SLG 2 HOLDINGS LLC TO PLATINUM BANK Dated: February 13, 2023Company Guaranty • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
In consideration of and in order to induce PLATINUM BANK, a Minnesota banking corporation, with a banking house located in Plymouth, Minnesota (the “Lender”), to extend financial accommodations to SHARPLINK, INC., a Minnesota corporation (the “Borrower”), pursuant to that certain Revolving Credit Agreement of even date herewith by and between the Lender and the Borrower (as the same may hereafter be amended, supplemented or restated from time to time, the “Loan Agreement”) and as evidenced by that certain Revolving Promissory Note of even date herewith executed by the Borrower in the original principal amount of $7,000,000 and payable to the order of the Lender (as the same may be amended, supplement, restated or renewed from time to time, the “Note”), the undersigned (the “Guarantor”) hereby:
