Material Agreement Form 8 K

On July 15, 2024, Signing Day Sports, Inc., a Delaware corporation (the "Company"), entered into a letter agreement (the "BPLLC Letter Agreement") with Bevilacqua PLLC, the Company's outside securities counsel ("BPLLC"). The BPLLC Letter Agreement amended and supplemented the engagement agreement, dated July 20, 2022, as previously amended by a supplement, dated February 17, 2023, between BPLLC and the Company. Under the BPLLC Letter Agreement, the Company agreed that the Company was obligated to pay BPLLC $684,350.98 for services rendered to the Company through June 30, 2024 by BPLLC (the "Outstanding Fees"). The BPLLC Letter Agreement provided that BPLLC agreed to defer payment of the Outstanding Fees until the earlier of either the closing of the Company's next financing transaction or a business combination. The BPLLC Letter Agreement provides that if a financing transaction results in proceeds of less than $2,000,000, the Company will pay BPLLC 20% of the net proceeds from such financing against the Outstanding Fees. If a financing transaction results in proceeds of more than $2,000,000, the Company will pay BPLLC the amount of the Outstanding Fees.

In addition, pursuant to the BPLLC Letter Agreement, in consideration for the deferring of the Outstanding Fees, the Company issued BPLLC a pre-funded warrant to purchase 2,500,000 shares of the Company's common stock (the "BPLLC Warrant"). The BPLLC Warrant has an exercise price of $0.01 per share and provides for piggyback registration rights with respect to the shares of common stock issuable upon exercise of the BPLLC Warrant. The BPLLC Warrant is subject to a limitation on beneficial ownership to 4.99% of the common stock that would be outstanding immediately after exercise. Any change in this beneficial ownership limitation will not be effective until the 61st day after such change is agreed to. The BPLLC Warrant will become exercisable on the date that the NYSE American LLC (the "NYSE American") authorizes the issuance of shares pursuant to exercise of the BPLLC Warrant with respect to the number of shares authorized for such issuance, or the date that the Company is no longer listed on the NYSE American.

The BPLLC Warrant and the BPLLC Letter Agreement are filed as Exhibit 4.1 and Exhibit 10.1 to this report, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.