Director Agreement with Robert Gutkowski, dated February 16, 2024

You have been recommended and Board approved for appointment as an independent member of the Board of Directors of the Company and appointment to each of the Board committees, namely the Audit Committee and the Compensation Committee.

In accordance with SharpLink’s Director Compensation Plan, you will receive an annual retainer of $30,000 paid in equal quarterly amounts of $7,500 at the end of each quarter for which you have provided service. Since this fee will not be subject to ordinary withholdings, you will be entirely responsible for the accounting and payment of any taxes that may be due as a result of this income to you.

For your service as a member of the Audit and Compensation Committees, you will receive additional annual cash compensation of $10,000, paid in equal quarterly amounts of $2,500 at the end of each quarter for which you have provided service.

On February 16, 2024, you will automatically be granted 40,000 restricted stock units (“RSUs”), which shall vest in equal quarterly installments over one year (the “RSU Grant”), subject to your continued service as a director through each applicable vesting date, which are March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024.

The RSU Grant shall accelerate and vest in full upon a sale event resulting in a change of control, as further defined in our 2023 Equity Incentive Plan.

You will be reimbursed for normal out of pocket travel expenses incurred by you in your service as a Director, based upon an invoice submitted by you to the Company in a timely fashion.