Item 5.02 below, Chris Nicholas, the Company’s Chief Operating Officer and member of the Board, tendered his resignation to the Company in connection with the Equity Sale and is expected to be employed by the Buyer. In connection with the expected employment of Mr. Nicholas by the Buyer and the potential personal interest of Mr. Nicholas in the transaction as a result, the Audit Committee met to discuss the PA, the Equity Sale and related transactions prior to the approval of the Board for the Equity Sale. The Audit Committee was provided a presentation of the fairness opinion discussed below and reviewed the PA. The Audit Committee determined that the Equity Sale was an “extraordinary transaction” under the Israeli Companies Law and noted that due to Mr. Nicholas’s expected employment by the Buyer, Mr. Nicholas was deemed to have a personal interest in the Equity Sale. The Audit Committee further resolved to approve the PA, the Equity Sale and related transactions, and to recommend approval of the sale to the Company’s Board and that the sales was in the best interest of the Company. Following the approval and recommendation by the Audit Committee, the Board approved the PA, the Equity Sale and related transactions on January 18, 2024 and determined that they are in the best interest of the Company. Due to a future potential personal interest with the Buyer, Mr. Nicholas was excused from and did not participate in the discussion or the vote of the Board. Reasons for the Equity Sale The Audit Committee and the Board considered the following factors in reaching their conclusion: ● Based on an internal evaluation of the financial and operational performance of the Company’s fantasy sports and free-to-play games development businesses, industry competitive analysis and the market performance of SharpLink’s ordinary shares since completing its merger with SportsHub Games Network in December 2022, it was determined that, in the best interest of the Company, to commence a strategy to identify and solicit potential buyers; ● With the Equity Sale consummated, SharpLink expects to significantly reduce its operating expenses, primarily due to a reduction in headcount from 51 to five employees, diminished state licensing and regulatory requirements, elimination of debt service and other cost savings, thereby positioning the Company to achieve positive results from its remaining performance marketing business; ● The Equity Sale significantly strengthens the Company’s working cash position and total shareholders’ equity and provides the capital necessary to extinguish approximately $14.9 million in outstanding debt – all without having to rely on dilutive equity financings to support the Company’s future growth; ● The improvement in the Company’s total shareholders’ equity position is expected to enable SharpLink to regain compliance with Nasdaq’s minimum net equity listing requirements; and ● With the sale of the Company’s fantasy sports and free-to-play games development businesses positions SharpLink as a pure-play, performance marketing company serving the global sports betting and iGaming industries. In the course of its deliberations, the Audit Committees and Board also considered a variety of risks and other countervailing factors related to entering into the Equity Sale, including: ● The substantial expenses that were incurred in connection with the Equity Sale, including costs associated with obtaining the fairness opinion and legal and tax advisory services necessary; ● The possibility of any suit, action or proceeding with respect to the Equity Sale; and ● SharpLink’s going-forward business and current and future risks to its activities and to the industry in which it operates. Moving forward, SharpLink will continue to operate its Affiliate Marketing Services – United States and Affiliate Marketing Services – International business units, which deliver unique fan activation and performance marketing solutions to SharpLink’s sportsbook and casino partners. The foregoing information and factors considered by the Board are not intended to be exhaustive but are believed to include all the material factors considered. The Board conducted an overall analysis of the factors described above, including conducting thorough discussions with, and questioning of, the SharpLink management team and the legal, financial and other advisors of SharpLink, and considered the factors overall to be favorable to, and in support of, its determination to approve the Equity Sale. Fairness Opinion of Newbridge Securities Corporation In connection with the Board’s process for considering the Equity Sale, the Board elected to engage a qualified investment banking firm to perform an independent third party fairness opinion. Accordingly, SharpLink retained Newbridge Securities Corporation (“Newbridge”), a full service securities broker/dealer and investment banking firm and member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation, to provide the fairness opinion. In selecting Newbridge, the Board considered, among other things, Newbridge’s qualifications, expertise and reputation, as well as Newbridge’s understanding of SharpLink’s businesses and the industries in which the Company operates. On the morning of January 16, 2024, Newbridge rendered its final oral opinion to both the Audit Committee and the Board, which was subsequently confirmed in a letter dated January 18, 2024 (the “Fairness Opinion Letter”), stating that, as of the date of the letter, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications in such letter, the consideration to be paid to the Subsidiary Seller by the Buyer pursuant to the PA is fair from a financial point of view. The foregoing description of the Fairness Opinion Letter is qualified in its entirety by reference to the full text of such letter, a copy of which is filed as