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”).
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”).
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”).
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”).
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”).
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”).
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:
CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENTConsent, Assumption and Third Amendment Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS CONSENT, ASSUMPTION AND THIRD AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and between SHGN ACQUISITION CORP., a Delaware corporation (the “New Borrower”) as successor by merger to SportsHub Games Network, Inc. (the “Existing 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”).
DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENTDeposit Account Pledge and Control Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of the 13th day of February, 2023, by SHGN ACQUISITION CORP., a Delaware corporation (the “Pledgor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENTDeposit Account Pledge and Control Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS AMENDED AND RESTATED DEPOSIT ACCOUNT PLEDGE AND CONTROL AGREEMENT (this “Agreement”) is made as of the _13th day of February, 2023, by SHGN ACQUISITION CORP., a Delaware corporation (successor by merger to SportsHub Games Network, Inc.) (the “Pledgor”), in favor of PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENTConsent, Assumption and Second Amendment Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software • Minnesota
THIS CONSENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2023, by and between SHGN ACQUISITION CORP., a Delaware corporation (the “New Borrower”) as successor by merger to SportsHub Games Network, Inc. (the “Existing 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 “Guarantors”) and PLATINUM BANK, a Minnesota banking corporation (the “Lender”).
SECURITY AGREEMENT March 20, 2020Security Agreement • February 16th, 2023 • SharpLink Gaming Ltd. • Services-prepackaged software
SportsHub Games Network, Inc. 323 Washington Ave N, Suite 320 Minneapolis, MN 55401 LeagueSafe Management, LLC 323Washington Ave N, Suite 320 Minneapolis, MN 55401
