Material Agreement Form 8 K

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously reported on a Current Report on Form 8-K, dated February 16, 2023, on February 15, 2023, SharpLink Gaming, Inc. ("SharpLink" or the "Company"), issued a warrant to Alpha Capital Anstalt ("Alpha") to purchase 880,000 common shares (as adjusted for the 1-for-10 -reverse stock split) of the Company (the "2023 Warrant"). The 2023 Warrant provided that in the event of a fundamental transaction, which included a sale of substantially all of the Company's assets, at Alpha's option, the Company would repurchase the 2023 Warrant from Alpha on the terms set forth in Section 3(e)(ii) of the 2023 Warrant (the "Warrant Repurchase"). On January 18, 2024, SharpLink sold substantially all of its assets as was disclosed in a Current Report on Form 8-K, filed on January 24, 2024 (the "Asset Sale").

On January 19, 2024, SharpLink and Alpha entered into a settlement agreement (the "Settlement Agreement") whereby Alpha agreed to waive (i) the event of default under Section 3(e)(ii) of the 2023 Warrant in connection with the Asset Sale. Pursuant to Section 5(1) of the 2023 Warrant, Alpha agreed to waive its right to the Warrant Repurchase at the time of the Asset Sale. The Settlement Agreement provides that the Warrant Repurchase for its Black Scholes value would take place upon the earlier of (a) June 30, 2024; (b) the Company raising a gross amount of not less than $3,000,000 whether by equity or debt; and (c) the Company entering into a "fundamental transaction" as defined in the 2023 Warrant. The Parties fixed the Black Scholes value of the 2023 Warrant for purposes of the Warrant Repurchase at $900,000.

On March 6, 2024, SharpLink entered into an Exchange Agreement (the "Exchange Agreement") with Alpha. Pursuant to the terms and conditions set forth in the Exchange Agreement, the Company agreed to exchange the 2023 Warrant for (i) 156,207 shares of Common Stock (the "Shares"), (ii) a pre-funded warrant in the amount of 469,560 shares of Common Stock (the "Pre-Funded Warrant") and (iii) the unexchanged balance of the 2023 Warrant Repurchase (the "Warrant Repurchase Balance"). The Warrant Repurchase Balance is valued at $260,111 and shall be subject to the repurchase terms set forth in the Settlement Agreement.

On July 10, 2024, SharpLink and Alpha entered into an Exchange Agreement No. 2 (the "Exchange Agreement No. 2"), but made effective as of June 30, 2024, whereby Alpha exchanged the Warrant Repurchase Balance for (i) a new warrant to purchase 254,233 shares of SharpLink's common stock with a strike price of $0.001 (the "New Warrant"); and (ii) the termination of the Warrant Repurchase Balance including the repurchase obligations set forth thereunder.

The foregoing descriptions of the Exchange Agreement No. 2 and the New Warrant are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 1.1 and 1.2, respectively, to this Form 8-K and are incorporated herein by reference.