What changed in this filing

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Item 9A. Controls and Procedures

2026-07-10 compared with 2025-04-21 · 502 added, 552 removed, 304 unchanged (78% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

of Disclosure Controls and Procedures for Legacy Matter

previously disclosed, in connection with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31,

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Weaknesses in Internal Control Over Financial Reporting

connection with the audit of our condensed consolidated financial statements included in this Report, our management has identified material

weaknesses in our internal control over financial reporting as of December 31, 2024 and 2023 relating to deficiencies in the design and

operation of the procedures relating to the closing of our financial statements.

These include:

(i) our lack of a sufficient number of

personnel with an appropriate level of knowledge and experience in accounting for complex or non-routine transactions, (ii) the fact

that our policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were

either not designed and in place or not operating effectively;

(iii) our inability to complete the timely closing of financial books

at the quarter and fiscal year end, and (iv) incomplete segregation of duties in certain types of transactions and processes.

Specifically,

prior management did not design and maintain sufficient procedures and controls related to revenue recognition including those related

to ensuring accuracy of revenue recognized from non-routine transactions such as the sales of LotteryLink Credits.

As a result, we determined

that there was an overstatement of revenue in the consolidated statement of operations of approximately $52.1 million during the year

ended December 31, 2021, which required a restatement of the previously issued financial statements for the year ended December 31, 2021

contained in the Amended 2021 Annual Report.

have begun implementing remediation steps to improve our internal control over financial reporting and to remediate the identified material

weaknesses, including (i) adding personnel with sufficient accounting knowledge;

(ii) adopting a more rigorous period-end review process

for financial reporting;

(iii) adopting improved period close processes and accounting processes, and (iv) clearly defining and documenting

the segregation of duties for certain transactions and processes.

Management has expanded and will continue to enhance our system of

identifying transactions and evaluating and implementing the accounting standards that apply to our financial statements, including through

enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

to continue take steps to remediate the material weaknesses described above and further continue re-assessing the design of controls,

the testing of controls and modifying processes designed to improve our internal control over financial reporting.

The Company plans

to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address

any other matters it identifies or are brought to its attention.

We will not be able to fully remediate these material weaknesses until

these steps have been completed and have been operating effectively for a sufficient period of time.

The implementation of our remediation

will be ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained

period of financial reporting cycles.

We may also conclude that additional measures may be required to remediate the material weaknesses

in our internal control over financial reporting.

connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Securities Exchange Act of 1934, as amended, management,

with the participation of the Company’s Audit Committee and Chief Financial Officer, assessed the effectiveness of the Company’s

internal control over financial reporting for the period ended December 31, 2025.

previously disclosed, the Company identified material weaknesses in its internal control over financial reporting, including (i) a lack

of a sufficient number of personnel with appropriate technical expertise to account for complex or non-routine transactions, (ii) deficiencies

in the design and operating effectiveness of policies and procedures related to the review, supervision and monitoring of the Company’s

accounting and financial reporting functions, (iii) challenges in the timely completion of the financial close process, and (iv) incomplete

segregation of duties across certain transaction cycles and processes.

material weaknesses arose during a prior period and reflect a legacy control environment that did not keep pace with the Company’s

operational complexity and public company reporting requirements.

Since that time, the Company has taken decisive actions to stabilize

and rebuild its financial reporting infrastructure.

the period ended December 31, 2025, the Company continued to execute against a structured remediation plan focused on accountability,

discipline, and scalability.

Key actions include strengthening the finance and accounting organization through targeted hiring and the

engagement of external technical experts, implementing formalized policies and procedures and enhancing review and supervisory controls,

and introducing a more rigorous and structured financial close process.

The Company has also made progress in improving segregation of

duties and implementing compensating controls, while investing in systems, processes, and governance frameworks designed to support long-term

efforts are part of a broader transformation initiative to align the Company’s control environment with the expectations of a Nasdaq-listed

company and to support a disciplined, execution-focused operating model.

Management believes that the remediation actions undertaken

to date are materially improving both the design and operating effectiveness of internal controls and are establishing a durable foundation

for consistent, timely, and transparent financial reporting.

have identified a potential material weakness in our internal control over financial reporting related to the concentration of authority

resulting from our Chief Financial Officer also serving as Interim Chief Executive Officer.

This dual role may impair the effective segregation

of duties and oversight functions that are fundamental to a robust control environment, particularly with respect to the review and approval

of significant transactions, financial reporting, and management judgments.

While we have implemented certain compensating controls,

including enhanced involvement of the Chairman and other members of our Board of Directors and Audit Committee in key decisions and financial reporting oversight, these

measures may not fully mitigate the risk associated with this concentration of responsibilities.

Accordingly, we have concluded that

this represents a potential material weakness in our internal control over financial reporting.

We are in the process of evaluating and

implementing remediation measures, including the appointment of additional qualified personnel and the enhancement of governance and

review procedures, to address this issue.

as otherwise described herein, there were no changes in the Company’s internal control over financial reporting during the period

ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control

over financial reporting.

However, the material weaknesses described above have not yet been fully remediated.

Management expects continued

progress as these enhancements are fully implemented and demonstrate sustained effectiveness over successive reporting periods.

cannot assure you that the measures we take will be sufficient to remediate the material weaknesses we identified or avoid the identification

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our annual or interim financial statements that would not be prevented or detected on a timely basis.

While internal controls can provide only reasonable

assurance, management is committed to completing the remediation process and maintaining a best-in-class control environment that supports

long-term shareholder value, operational discipline, and financial transparency.

more information, see “ Item 1A.

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as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the

evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that

evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period ended December 31, 2025 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

June 12, 2023, the Company entered into an amendment of its Woodford Loan Agreement (the “Woodford Loan Agreement Amendment”).

The Woodford Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding

balance of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion

price of 20%.

The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company.

requests from the Company, Woodford has repeatedly amongst other things:

failed to prove the amounts borrowed by the Company or claimed

to have been advanced by Woodford to the Company;

failed to indicate if it would accept accelerated payment of those verified amounts;

failed to provide an anti-money laundering acceptable account to which payment could be made by the Company and failed to explain failure

to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement;

failed to respond to requests

for funding under the accordion facility of the Woodford Loan Agreement;

and failed to respond to allegations of money laundering and

conspiracy to defraud the Company and others.

July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”), with United Capital Investments

London Limited (“UCIL”) which is represented by a loan agreement that included a supplemental credit facility, at the

Company’s written request and at UCIL’s sole discretion, for an amount up to a total of $49,000,000 in a supplemental

funding (the “Accordion”) with an initial loan tranche of up to $1,000,000.

This loan agreement was amended and restated

on August 8, 2023 and subsequently amended on August 18, 2023 (as so amended, the “UCIL Loan Agreement”)., UCIL is an

entity in which each of Matthew McGahan, the Company’s Chief Executive Officer and Chair of the Company’s Board, and

Barney Battles, a member of the Board, have a direct or indirect interest.

The decision by the Company to enter into the UCIL Loan

Agreement follows, amongst other things, an acknowledgment by the Company that it had not received the requisite funding on a timely

basis that it expected from Woodford, despite the Company making several requests to Woodford for said funding under the Woodford

Loan Agreement.

Moreover, the Board of Directors determined that it was in the best interest of the Company and its stockholders to

enter into the UCIL Loan Agreement with UCIL, as an alternative lender to Woodford, upon receiving an event of default notice on

July 21, 2023 (the “Default Notice”) and an event of default and crystallization notice on July 25, 2023 (the

“Crystallization Notice”) from Woodford under the Woodford Loan Agreement.

On July 24, 2023, the Company responded to

the Default Notice disputing that an event of default had occurred given the Company’s earlier announcement that UCIL had

agreed to enter into a funding arrangement with the Company.

On July 27, 2023, the Company replied to the Crystallization Notice

denying that an event of default occurred or continued and further asserted that Woodford’s attempt for crystallization was

inappropriate and unlawful under the Woodford Loan Agreement.

Given the uncertainty of the continued financing under the Woodford

Loan Agreement, the Board of Directors sought to secure and formalize the Company’s alternative funding by entering into the

UCIL Loan Agreement.

As reported on form 8-K filed with the SEC on February 22, 2024, on February 16, 2024, the Company and UCIL entered into an “Amendment

and Restatement Agreement No.

2” to the UCIL Loan Agreement to increase the amount of the UCIL Credit Facility from $49,000,0000

to $149,000,000 (the “UCIL Amendment”).

reported on form 8-K filed with the SEC on February 6, 2024, on December 6, 2023, the Company entered into a placement agent agreement

(the “Placement Agent Agreement”) with Univest Securities, LLC (the “Placement Agent”), whereby the Placement

Agent agreed to act as placement agent in connection with the Company’s offering (“Offering”) of units (“Units”)

up to $1,000,000;

each Unit consisting of a convertible promissory note (each, a “Convertible Note” or collectively, the

“Convertible Notes”), and a common stock purchase warrant (each, a “Warrant”, or collectively, the “Warrants”)

to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) which include specific

registration rights (“Registration Rights”), directly to one or more investors (each, an “Investor” and, collectively,

the “Investors”) through the Placement Agent.

February 1, 2024, the parties agreed to increase the offering amount from $1,000,000 to $5,000,000.

All other terms and conditions of

the offering remain the same.

The Securities shall be offered and sold pursuant to Section 4(a)(2) under the Securities Act of 1933,

as amended (the “Securities Act”).

reported on Form 8-K filed on August 24, 2023, on August 18, 2023, the Company amended the

Loan Agreement with UCIL resulting in an “Amended and Restated Loan Agreement”,

dated August 8, 2023, which made certain technical amendments to the conversion mechanics

therein to comply with Nasdaq’s listing rules relating to stockholder voting rights.

February 16, 2024, the Company and UCIL entered into an “Amendment and Restatement Agreement No.

2” to the “Amended

and Restated Loan Agreement” to increase the amount of the Accordion from $49,000,000 to $149,000,000 (the “Amendment”).

February 16, 2024, as reported on form 8-K filed with the SEC on February 22, 2024, Prosperity Investment Management, a multinational

investment management firm with offices in Basel, Switzerland, Dubai, UAE, and Miami, Florida, in advance of the completion of their

due diligence on the Company, began to fund their commitment to the Company of an investment of $18 million through UCIL’s Amended

and Restated Loan Agreement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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following sets forth certain information, as of the date of this report, concerning the directors and officers of the Company.

Chief Executive Officer, Secretary and Chairperson of the Board

Financial Officer

Operating Officer

Executive Officers

Robert Stubblefield (2)

Chief Financial Officer, Interim President, Interim Chief Executive Officer, and Secretary

Gregory Potts

Chief Operating Officer

Daniel Bailey (3)

Chief Commercial Officer

Chief Strategy Officer

Non-Employee Directors

Marc Bircham (2)

Director and Chairperson of the Board

Christopher Gooding (1)

Warren Macal (1)

I director, with a term expiring at the annual meeting of Shareholders to be held in 2026.

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III director, with a term expiring at the annual meeting of Shareholders to be held in 2028.

McGahan has served as Chairman of the Board since October 2022 and is Chairman and CEO of Sports.com, its wholly owned subsidiary

and a leading sports entertainment and media content platform.

After serving as interim CEO of Lottery.com from July of 2023, he was

appointed as CEO in December of 2023 by the Board of Directors.

McGahan established Automotive Group in 1997, which emerged as one of

Europe’s largest Harley-Davidson and BMW dealer Groups.

His leadership propelled the company to substantial success until its sale

Through his family office established in 2015 with his father, Matt has since invested and advised businesses across a variety

of sectors, including motorsports, EV, technology minerals mining, recycling, fintech, and medical research, showcasing his versatility,

keen investment insight and focus on innovation and social responsibility.

His ability to identify and nurture potential across a spectrum

of industries has not only contributed to his personal success, but has also driven innovation and growth in each of these fields.

career can be characterized as a blend of entrepreneurial success, philanthropic leadership, and strategic vision.

His journey from the

automotive industry to the helm of Lottery.com and Sports.com, coupled with his profound impact on societal well-being through “Mask

Our Heroes,” reflects a legacy of innovation, compassion, and resilience.

Stubblefield served as the chief financial officer of DeMeta, Inc.

January 2022 until July of 2023 and of Regnum Corp.

from January 2022 until July of 2023 and of Regnum Corp.

from March 2020 to July of 2023.

Stubblefield was the chief financial

officer of Wookey Project Corp.

and Wookey Search Technologies Corporation from March 2020 to December 2021.

Stubblefield served as a contract chief financial officer of Sherpa Digital Media, Inc.

Stubblefield was the chief financial officer of Wookey Project Corp.

and Wookey Search Technologies

Corporation from March 2020 to December 2021.

Stubblefield served as a contract chief financial officer of Sherpa Digital

from February 2019 to December 2021.

to this role, from October 2017 to December 2019, Mr.

Stubblefield served as a consulting chief financial officer for various

start-ups and growth companies in the San Francisco Bay Area and has approximately 17 years of experience in senior finance,

accounting, and operations roles in public companies.

He has held a CPA License from the state of California since the late

Prior to this role, from October 2017 to December 2019, Mr.

Stubblefield served as a

consulting chief financial officer for various start-ups and growth companies in the San Francisco Bay Area and has approximately 17

years of experience in senior finance, accounting, and operations roles in public companies.

He has held a CPA License from the state

of California since the late 1980’s.

Potts has more than 25 years of strategic growth and marketing experience, including the successful implementation of growth

strategies for consumer brands and their channel affiliates.

Prior to being appointed as COO, he most recently served as Global Vice President of Affiliate Success at

He has served in leadership roles for several organizations ranging from SMEs to multi-billion corporations.

successful career covers a diverse set of industries including consumer and B2B technology;

Prior to being appointed as COO, he most recently served as Global Vice

President of Affiliate Success at Lottery.com.

He has served in leadership roles for several organizations ranging from SMEs to multi-billion

corporations.

His successful career covers a diverse set of industries including consumer and B2B technology;

syndicated data;

and not-for-profit development.

He currently is a trustee of WinTogether.org and sits on the board of Medios Electrónicos Y De Comunicación, S.A.P.I.

CV and serves as President of the American Advertising Federation Lexington chapter.

and not-for-profit

He currently is a trustee of WinTogether.org and sits on the board of Medios Electrónicos Y De Comunicación,

de CV and serves as Chairman of the American Advertising Federation Lexington chapter.

Bailey has over ten years of experience in the motorsport and sports commercial sectors.

Prior to joining the Company, he held

senior roles at Veloce Esports Ltd., where he contributed to the company’s growth through the development of commercial partnerships,

the structuring of strategic transactions, including the acquisition of Quadrant, and participation in multiple capital raising activities.

Over the course of his career, Mr.

Bailey has been involved in generating more than $53 million in commercial partnerships and has worked

with a range of global brands and rights holders, including Formula 1, VISA, Ferrari, McLaren, Mercedes, E.ON, Tencent, Sotheby’s,

and Deutsche Bank.

Earlier in his career, Mr.

Bailey worked within the commercial division of IMG Motorsports and co-founded MPA, a marketing

agency, where he continues to serve as a director.

Clarke began his career as a professional racing driver, achieving wins and podium finishes in international racing series, including

FIA Formula 2.

In 2015, he transitioned into business roles within the sports and media industry, including experience with a sports

technology investment fund and IMG.

Clarke is a co-founder of Veloce, where he contributed to the development of its

esports and digital media operations and supported the growth of its media network to over 600 million monthly views.

Throughout his

tenure at Veloce, Mr.

Clarke has been involved in commercial strategy, content development, and partnership initiatives.

Marc Bircham is a seasoned executive, entrepreneur,

and former international footballer with a dynamic career that spans professional sports, business development, and strategic leadership.

Widely known as a Queens Park Rangers icon, Marc earned 21 caps for Canada and played over 300 games at the professional level.

the pitch, he has built a respected reputation as a forward-thinking leader with deep commercial insight.

As Director of Sports.com, Marc

has spearheaded international growth, led complex acquisition projects, and forged high-value partnerships across the sports and entertainment

Bircham brings not only his global network and football expertise, but also a proven track record in entrepreneurial execution

and board-level strategy.

Gooding has been a member of the Board of Directors since August of 2023.

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Since 2022, he has held the position of Consultant at Crowell and Moring LLP London.

Macal is the Managing Director at Prosperity Investment Management (“PIM”) and the head of its PIM Motorsport Investment

He brings more than 15 years of extensive experience in wealth management and strategic financial planning to the Company.

Specializing in the financial needs of high-net-worth individuals and professional athletes, particularly in the motorsports arena, his

expertise will be invaluable as Lottery.com Inc.

continues to expand its global reach and product offerings and develops its Sports.com

Jordan is a motorsport commercial specialist with extensive international sponsorship, acquisitions and communication skills

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He also continues to consult for M-Sport Ford World Rally

Saudi Motorsport as its Head of Motorsport Strategy (KSA Government Organization).

Team – Saudi Motorsport as its Head of Motorsport Strategy (KSA Government Organization).

Hassan is a former boxer and worked in football management before becoming a British actor with a slate of over 60 films.

He is best known for his role as the leader of the Millwall firm, opposite Danny Dyer , in “ The Football Factory ”

(2004), “

Layer Cake (2004) opposite Daniel Craig, “

Batman Begins ”

(2005), “

The Business ”

(2005), and “Game of Thrones”

Hasan has recently completed filming for “

The Witcher ”

He is best known for his role as the leader of the Millwall firm, opposite Danny Dyer , in “ The Football Factory ”

(2004), “ Layer Cake (2004) opposite Daniel Craig, “ Batman Begins ” (2005), “ The Business ”

(2005), and “Game of Thrones” (2016).

Hasan has recently completed filming for “ The Witcher ” (Season

2) on Netflix with Henry Cavil.

He also remains involved with creative content and participates in voice-over roles.

Hassan’s

entrepreneurial skills have led him to participate in large-scale projects in entertainment, sports & leisure, and hospitality.

has a passion for supporting emerging acting talent in Cyprus and is the founder of The Tamer Hassan Academy for Acting.

Macal is the Managing Director at Prosperity Investment Management (“PIM”) and the head of its PIM Motorsport Investment

He brings more than 15 years of extensive experience in wealth management and strategic financial planning to the Company.

Specializing in the financial needs of high-net-worth individuals and professional athletes, particularly in the motorsports arena, his

expertise will be invaluable as SEGG Media continues to expand its global reach and product offerings and develops its Sports.com

Executive Officers

McGahan, our Chief Executive Officer (“CEO”), President and Secretary, serves at the discretion of our Board and holds office

until his successor is duly appointed or until his earlier resignation or removal.

Stubblefield, our Chief Financial Officer (“CFO”), serves at the discretion of our Board and holds office until his successor

Stubblefield, our Chief Financial Officer (“CFO”), Interim Chief Executive Officer and Interim President, serves at the discretion of our Board and holds office until his successor

is duly appointed or until his earlier resignation or removal.

Potts, our Chief Operating Officer (“COO”) serves at the discretion of our Board and holds office until his successor is

duly appointed or until his earlier resignation or removal.

Board consists of five directors.

Bailey, our Chief Commercial

Officer (“CCO”) serves at the discretion of our Board and holds office until his successor is duly appointed or until his

earlier resignation or removal.

Clarke, our Chief Strategy

Officer (“CSO”) serves at the discretion of our Board and holds office until his successor is duly appointed or until his

earlier resignation or removal.

Board consists of seven directors.

Each of our current directors will continue to serve as a director until the election and qualification

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Vacancies on our Board may be filled by resolution of our Board.

Board consists of Matthew McGahan, Christopher Gooding, Paul S.

Board consists of Marc Bircham Christopher Gooding, Paul S.

Jordan, Tamer T.

Hassan and Warren Macal, with Mr.

McGahan acting as

chairman of the Board.

Hassan, Robert J.

Stubblefield, Daniel Bailey and Warren

Macal, with Mr.

Bircham acting as chairman of the Board.

Board has affirmatively determined that each of Messrs.

Gooding, Jordan, Hassan and Macal is an “independent director”

Gooding, Jordan, Hassan and Macal is an “independent director” under

the Nasdaq listing rules applicable to board members.

For more details, see the section entitled “Independence of our Board.”

Board is divided into three classes with only one class of directors being elected in each year, and with each class serving a three-year

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Gooding and Mr.

Macal, and their terms will expire at the 2026 annual meeting of stockholders;

our sole Class II director is Mr.

Jordan, who was re-elected to the Board

at the 2024 annual meeting of shareholders and whose term will expire at the 2027 annual meeting of stockholders;

Macal, and their terms will expire at the 2026

annual meeting of stockholders;

sole Class II directors are Mr.

Jordan and Mr.

Stubblefield, whose terms will expire at the 2027 annual meeting of stockholders;

Class III directors are Mr.

McGahan and Mr.

Hassan, and their terms will expire at the 2025 annual meeting of stockholders.

Bailey and Mr.

Hassan, and their terms will expire at the 2028 annual meeting of

stockholders.

a result of the staggered Board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes

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in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions

involving them described under the heading “

involving them described under the heading “ Item 13.

Certain Relationships and Related Party Transactions, and Director Independence.

Board has three standing committees:

an Audit Committee a Compensation Committee, and a Nominating Committee.

Each of the committees

reports to the Board as it deems appropriate and as the Board may request.

The composition, duties and responsibilities of these committees

are set forth below.

In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

an Audit Committee a Compensation Committee, and a Nominating and Corporate Governance

Each of the committees reports to the Board as it deems appropriate and as the Board may request.

The composition, duties

and responsibilities of these committees are set forth below.

In the future, our Board may establish other committees, as it deems

appropriate, to assist it with its responsibilities.

are three members of our Board who serve as members of our Audit Committee, Messrs.

Jordan, Gooding and Hassan.

Jordan is the chairman

of our Audit Committee.

All members of the Audit Committee are “independent”

in accordance with the Nasdaq Rules (as defined

below) and rules of the U.S.

Securities and Exchange Commission (the “SEC”) applicable to boards of directors in general

and Audit Committee members in particular.

The Board has determined that each member of the Audit Committee is “financially literate”

within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including

the Company’s balance sheet, income statement and cash flow statement.

In addition, the Board has determined that Mr.

Jordan qualifies

as an “audit committee financial expert”

as defined by Item 407(d) of Regulation S-K, and therefore, also satisfies the “financial

sophistication”

requirement in accordance with Nasdaq Rule 5605(c)(2)(A).

Gooding, Hassan and Macal.

Gooding is the

chairman of our Audit Committee.

All members of the Audit Committee are “independent” in accordance with the Nasdaq

Rules (as defined below) and rules of the U.S.

Securities and Exchange Commission (the “SEC”) applicable to boards of

directors in general and Audit Committee members in particular.

The Board has determined that each member of the Audit Committee is

“financially literate” within the meaning of the Nasdaq Rules because each member is able to read and understand

fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.

addition, the Board has determined that Mr.

Gooding qualifies as an “audit committee financial expert” as defined by

Item 407(d) of Regulation S-K, and therefore, also satisfies the “financial sophistication” requirement in accordance

with Nasdaq Rule 5605(c)(2)(A).

The Board reached its conclusion as to Mr.

Jordan’s’

qualifications based on, among other things, his business background.

Gooding qualifications based on, among other things, his

business background.

duties and responsibilities of the Audit Committee include:

duties and responsibilities delegated to it by the Board, including overseeing our financial reporting policies, our internal controls,

and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting

directly responsible for the appointment, retention, replacement and oversight of our independent registered public accounting firm

and reviewing and evaluating its qualifications, performance and independence;

duties and responsibilities delegated to it by the Board, including overseeing our financial

reporting policies, our internal controls, and our compliance with legal and regulatory requirements

applicable to financial statements and accounting and financial reporting processes;

directly responsible for the appointment, retention, replacement and oversight of our independent

registered public accounting firm and reviewing and evaluating its qualifications, performance

and independence;

● pre-approving

the audit and non-audit services and the payment of compensation to the independent registered public accounting firm;

reports from, and material written communications between, management and the independent registered public accounting firm, including

with respect to issues as to the adequacy of the Company’s internal controls;

and approving any related person transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated

by the SEC and prior to our entering into such transaction;

and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to

risk assessment and risk management;

the Audit Committee Charter and the Audit Committee’s performance at least annually.

the audit and non-audit services and the payment of compensation to the independent registered

public accounting firm;

reports from, and material written communications between, management and the independent

registered public accounting firm, including with respect to issues as to the adequacy of

the Company’s internal controls;

and approving any related person transaction that is required to be disclosed pursuant to

Item 404(a) of Regulation S-K promulgated by the SEC and prior to our entering into such

and discussing with management and the independent registered public accounting firm our

guidelines and policies with respect to risk assessment and risk management;

the Audit Committee Charter and the Audit Committee’s performance at least annually.

respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent

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members of our Compensation Committee are Messrs.

Hassan, Gooding and Jordan.

Hassan, Gooding and Macal.

Hassan is the chairman of our Compensation Committee.

All members of the Compensation Committee are “independent”

in accordance with the Nasdaq Rules and SEC rules applicable

All members of the Compensation Committee are “independent” in accordance with the Nasdaq Rules and SEC rules applicable

to boards of directors in general and compensation committees in particular.

In addition, at least two members of the Compensation Committee

qualify as “non-employee directors”

for purposes of Rule 16b-3 under the Exchange Act.

qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices and meets regularly throughout

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With respect to executive compensation, the Compensation Committee:

reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers;

as a committee or together with the other independent directors (as directed by the Board), the performance of our CEO and other

executive officers in light of such corporate goals and objectives, as well as their individual achievements;

and recommends to our Board for approval of the compensation of our CEO and other executive officers based on this evaluation;

reviews and approves of all elements of our CEO’s and other executive officers’

compensation, including cash-based and

equity-based awards and opportunities, as well as any employment agreements and severance agreements, change in control agreements

and special or supplemental compensation and benefits.

members of our Nominating Committee are Messrs.

reviews and approves corporate goals and objectives relevant to the compensation of our CEO

and other executive officers;

as a committee or together with the other independent directors (as directed by the Board),

the performance of our CEO and other executive officers in light of such corporate goals

and objectives, as well as their individual achievements;

and recommends to our Board for approval of the compensation of our CEO and other executive

officers based on this evaluation;

● periodically

reviews and approves of all elements of our CEO’s and other executive officers’

compensation, including cash-based and equity-based awards and opportunities, as well as

any employment agreements and severance agreements, change in control agreements and special

or supplemental compensation and benefits.

and Corporate Governance Committee

members of our Nominating and Corporate Governance Committee (“NCG Committee”) are Messrs.

Gooding, Jordan and Hassan.

Gooding is the chairman of our Nominating Committee.

All members of the Nominating Committee are “independent”

in accordance with the Nasdaq Rules and SEC rules applicable to

boards of directors in general and nominating committees in particular.

Gooding is the chairman of our NCG Committee.

All members of the NCG Committee are “independent” in

accordance with the Nasdaq Rules and SEC rules applicable to boards of directors in general and nominating committees in

nominations are approved by a vote of a majority of our directors, each of whom is independent, as required under the Nasdaq rules and

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Governance Guidelines .

To further our commitment to sound governance, our Board has adopted the Corporate Governance Guidelines to

ensure that the necessary policies and procedures are in place to facilitate the Board’s review and make decisions with respect

to the Company’s business operations that are independent from management.

The Corporate Governance Guidelines set forth the practices

regarding Board and committee composition, selection and performance evaluations;

Board meetings;

director qualifications and expectations,

including with respect to continuing education obligations;

and management succession planning, including for the CEO.

The Board has adopted Corporate Governance Guidelines designed to support effective oversight and independent

decision-making with respect to the Company’s business and affairs Gorman v.

Salamone, 2015 Del.

LEXIS 202 , Spradlin

Coast Miner, LLC (In re Licking River Mining, LLC), 599 B.R.

The Guidelines address, among other matters, Board and committee

composition, director selection and performance evaluation practices, Board meeting practices, director qualifications and expectations

(including continuing education), and management succession planning, including CEO succession.

of Business Conduct and Ethics .

We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable

to all of our directors, officers and employees, including our Chairperson, CEO and other members of management.

The Code of Conduct

sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations,

timely and truthful disclosure, protection and proper use of our assets and reporting mechanisms for illegal or unethical behavior.

Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC.

If the Company ever were to amend or waive any provision of the Code of Conduct and that applies to the Company’s principal executive

officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to

satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set

forth above rather than by filing a Current Report on Form 8-K.

Amendments to the Code of Conduct must be approved by our Board and will

be promptly disclosed (other than technical, administrative or non-substantive changes) on our website.

A copy of the Code of Conduct

will be provided free of charge by making a written request and mailing it to our corporate headquarters offices to the attention of

our Compliance Manager.

The Company maintains a Code of Business Conduct and Ethics applicable

to all directors, officers, and employees, including the Chairperson, Chief Executive Officer, and other members of management.

establishes standards for ethical conduct, including conflicts of interest, compliance with applicable laws and regulations, accurate

and timely disclosures, protection and proper use of Company assets, and mechanisms for reporting suspected illegal or unethical conduct.

Code is intended to satisfy the requirements applicable to a public company code of ethics disclosure framework under federal securities

disclosure rules.

Any amendment to, or waiver of, the Code applicable to senior executive or senior financial leadership roles will be

disclosed in accordance with applicable federal securities disclosure requirements, including, where permitted, by posting the information

on the Company’s website rather than filing a current report.

to the Code must be approved by the Board and, except for technical, administrative, or non-substantive changes, will be promptly disclosed

through the Company’s website disclosure practices.

A copy of the Code is available without charge upon written request directed

to the Company’s corporate headquarters, attention:

Compliance Manager.

Section 16(a) Reports

16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s

common stock to file initial reports of ownership (Forms 3) and reports of changes in ownership (Forms 4 and 5) with the SEC.

on our review of copies of such reports and on written representations from our executive officers and directors, we believe that some

of our executive officers and directors did not comply with their Section 16(a) filing requirements during our fiscal year ended December

At this time all of our executive officers and directors are in compliance with requirements for filing Forms 3,

Federal securities law requires certain insiders—executive officers,

directors, and beneficial owners of more than a specified threshold of a registered class of equity securities—to file initial ownership

reports and reports of changes in ownership with the securities regulator.

Based on a review of available filings and written representations

from executive officers and directors, the Company believes that certain executive officers and directors did not timely comply with these

reporting obligations during the fiscal year ended December 31, 2024.

The Company further states that, as of the date of this disclosure,

all executive officers and directors are currently in compliance with the applicable filing requirements.

Executive Compensation.

section discusses the material components of the executive compensation program for the executive officers of Lottery.com who were

“named executive officers,”

or NEOs for fiscal 2024.

This discussion may contain forward-looking statements that are

based on our current plans, considerations, expectations and determinations regarding future compensation programs.

compensation programs that we adopt in the future may differ materially from the existing and currently planned programs summarized

or referred to in this discussion.

an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting

companies”

as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure

for our principal executive officer and its two other most highly compensated executive officers, referred to herein as our NEOs.

primary objectives of our executive compensation programs are to attract and retain talented executives to effectively manage and lead

Our NEOs for fiscal 2024 are:

McGahan CEO and former CEO Mark Gustavson [February 01 2023 to July 20 2023]

executive officers, Gregory Potts, COO and Robert Stubblefield, CFO

This section describes the material components of the executive compensation

program for the Company’s named executive officers for fiscal year 2025.

The discussion may include forward-looking statements reflecting

current plans and expectations regarding future compensation practices, and actual future programs may differ materially from those described.

As an emerging growth company, the Company has elected to provide executive

compensation disclosure consistent with the scaled disclosure framework available to smaller reporting companies, which generally requires

disclosure for the principal executive officer and the next two most highly compensated executive officers.

The stated objectives of the executive compensation program are to attract

and retain talented executives to manage and lead the Company.

For fiscal year 2025, the Company identifies the following individuals

as named executive officers:

(i) Robert Stubblefield, Interim Chief Executive Officer (effective November 30, 2025), and Matthew McGahan,

former Chief Executive Officer (through November 30, 2025);

and (ii) Gregory Potts, Chief Operating Officer, and Robert Stubblefield,

Chief Financial Officer.

Compensation Table

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Incentive Plan

Name and Principal Position

Compensation (4)

Matthew McGahan, CEO

Mark Gustavson, Former CEO

Robert Stubblefield, CFO

Gregory Potts, COO

reflect the pro-rated portion of the NEO’s base salary earned during the fiscal year presented based on time in the role.

Name and Principal Position

Stubblefield, CFO

reflect the pro-rated portion of the NEO’s base salary earned during the fiscal year

presented based on time in the role.

value of stock awards.

Amount represents the aggregate grant date fair value of common stock share awards made to the named executive

officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“Topic

Amount represents the aggregate grant date fair value of common stock

share awards made to the named executive officer computed in accordance with Financial Accounting

Standards Codification Topic 718, Compensation - Stock Compensation (“Topic 718”).

As required by SEC rules, awards are reported in the year of grant.

For more information, see “

Narrative Disclosure

to Summary Compensation Table —

Supplemental Table ”

to any annual bonus, each of which is subject to the approval of the Compensation Committee of the Board.

125,000 S-8 shares were reserved for later issuance and were issued on ???

The Company is investigating any potential U.S.

tax consequences

as the result of Company employees or directors residing for extended periods of time at the Company’s Boca Raton, Florida,

For more information,

see “ Narrative Disclosure to Summary Compensation Table — Supplemental Table ”

to any annual bonus, each of which is subject to the approval of the Compensation Committee

of the Board.

Company is investigating any potential U.S.

tax consequences as the result of Company employees

or directors who resided for extended periods of time at the Company’s Boca Raton, Florida,

campus while conducting business.

As appropriate, individual tax assessments are being determined and will be applied according to

As appropriate, individual tax assessments are being determined

and will be applied according to U.S.

Disclosure to Summary Compensation Table

October 10, 2023, the Board approved the “2023 Employees Directors and Consultants Stock Issuance and Option Plan”

(the “Plan”)

in order for the Company to be able to attract and retain key personnel and to provide a means whereby certain directors, officers, employees,

consultants and advisors of the Company can acquire and maintain an equity interest in the Company, or be paid incentive compensation,

which may be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company

and its Affiliates and aligning their interests with those of the Company’s stockholders.

the Board’s approval of the Plan, S-8 common stock was awarded to:

Matthew McGahan, CEO, who received a 125,000 share common stock

grant (issued subsequently on January 22, 2024), Robert Stubblefield, CFO, received 25,000 shares of common stock and Gregory Potts, COO, received

25,000 shares of common stock.

During 2024 additional S-8 common stock was awarded

to Matthew McGahan, CEO, who received a 175,000 share common stock grant (issued subsequently on January 22, 2024 ),

Robert Stubblefield, CFO, received 20,000 shares of common stock and Greg Potts, COO, received 5,000 shares of common stock.

During 2024, restricted stock units for common stock

were awarded to Matthew McGahan, CEO, who received a grant for 195,720 restricted stock units (issued subsequently on February 5, 2024 ), Robert Stubblefield, CFO, received a grant for 75,000 restricted stock units, and Greg Potts, COO, received a grant for

The Company maintains the 2021 Equity Incentive Plan (the “2021 Plan”),

which was adopted in connection with the Company’s business combination and subsequently amended and restated on December 21, 2021.

The 2021 Plan provides for the grant of equity-based awards, including stock options, restricted stock, restricted stock units and other

stock-based awards, to employees, directors and consultants of the Company and its affiliates.

Shares of the Company’s common stock issuable

under the 2021 Plan have been registered pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission.

The number of shares reserved for issuance under the 2021 Plan is subject to adjustment in the event of stock splits, recapitalizations

and similar transactions, and may include an “evergreen” provision pursuant to which the share reserve may be increased periodically

as provided in the 2021 Plan.

During 2025 there were no S-8 common stock grants to our executive officers.

2024 additional S-8 common stock was awarded to Matthew McGahan, CEO, who received a 175,000 share common stock grant (issued subsequently

on January 22, 2024), Robert Stubblefield, CFO, received 20,000 shares of common stock and Greg Potts, COO, received 5,000 shares of

common stock.

2024, restricted stock units for common stock were awarded to Matthew McGahan, CEO, who received a grant for 195,720 restricted stock

units (issued subsequently on February 5, 2024), Robert Stubblefield, CFO, received a grant for 75,000 restricted stock units, and Greg

Potts, COO, received a grant for 20,000 restricted stock units.

2024 options for common stock were awarded to Matthew McGahan, CEO, who received a grant for 100,000 stock options (issued subsequently

on February 5, 2024), Robert Stubblefield, CFO, received a grant for 75,000 stock options, and Greg Potts, COO, received a grant for

25,000 restricted stock units.

During 2024 options for common stock were awarded

to Matthew McGahan, CEO, who received a grant for 100,000 stock options (issued subsequently on February 5, 2024 ),

Robert Stubblefield, CFO, received a grant for 75,000 stock options, and Greg Potts, COO, received a grant for 25,000 restricted stock

salaries are generally set at levels deemed necessary to attract and retain our executives.

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on any number of factors at the discretion of the Compensation Committee, including the individual performance of the named executive

officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and

For fiscal 2025 and 2024, the amounts earned by our named executive officers are shown in the Summary Compensation Table

addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed or retention bonuses

at the discretion of the Compensation Committee.

addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed or retention bonuses at

the discretion of the Compensation Committee.

Benefits, and Termination and Change in Control Provisions on December 31, 2025 and 2024

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Equity Awards on December 31, 2025

There were no equity awards to executive officers in 2025.

our executive officers, Matthew McGahan, CEO, Robert Stubblefield, CFO and Gregory Potts, COO, each received equity awards in 2024.

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Potts, COO, received 25,000 shares of common stock.

July 14, 2023, our Board approved a Non-Employee Director Compensation program providing for a cash fee of $6,000 USD per month per director

July 14, 2023, our Board reconfirmed a Non-Employee Director Compensation program providing for a cash fee of $6,000 USD per month per director

($72,000 USD per year).

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$42,000 and $15,000, respectively.

following table sets forth the total compensation earned by each of our directors for their service on the Board during

following table sets forth the total compensation earned by each of our directors for their service on the Board during fiscal 2025:

Directors Fees

Matthew McGahan (2)

Marc Bircham (3)

Christopher Gooding (4)

Warren Macal (7)

(1) Represents

all directors who served on our Board during fiscal 2025.

Amounts accrued per director may include an $85,000 USD initial

fee earned after 3 months of service, which is to be paid in stock.

During 2024 this fee was only earned by Mr.

McGahan was appointed to our Board on October 19, 2022, and served as a non-employee director until his initial appointment as

Interim CEO, on July 20, 2023.

Amounts accrued per director may include an $85,000 USD initial fee earned

after 3 months of service, which is to be paid in stock.

During 2025, this fee was earned by Mr.

Bircham and during 2024 this fee

was only earned by Mr.

McGahan was appointed to our Board on October 19, 2022, and served as a non-employee director until his initial

appointment as Interim CEO, on July 20, 2023.

During said time, compensation for Mr.

McGahan was accrued for his service on the Board during fiscal

2023 and 2024 at the rate of $6,000 per month as for any other director.

No stock was awarded to him pertaining to his role as a

non-employee director, stock was only granted in relation to his role as CEO of the Company.

Battles was appointed to our Board on November 3, 2022.

McGahan was accrued for his service on the Board

during fiscal 2023 and 2024 at the rate of $6,000 per month as for any other director.

No stock was awarded to him pertaining to his role

as a non-employee director, stock was only granted in relation to his role as CEO of the Company.

Board fees for Mr.

McGahan were accrued

at $6,000 per month during 2025.

Bircham was appointed to our Board on May 13, 2025.

Compensation for Mr.

Battles was accrued for his service on the Board

during fiscal 2023 and 2024 (until his resignation and retirement effective June 30, 2024) at the rate of $6,000 per month.

Battles received an additional $31,500 in compensation in appreciation for his service as a director as approved

by the Board.

Gooding was appointed to our Board on August 10, 2023 and compensation for his service has been accrued at the rate of $6,000 per

month on a pro-rated basis during 2023 and throughout 2024.

Jordan was appointed to our Board on July 20, 2023 and compensation for his service has been accrued at the rate of $6,000 per month

on a pro-rated basis during 2023 and throughout 2024.

Hassan was appointed to our Board on July 20, 2023 and compensation for his service has been accrued at the rate of $6,000 per month

on a pro-rated basis during 2023 and throughout 2024.

Macal was appointed to our Board on April 29, 2024 and compensation

for his service has been accrued at the rate of $6,000 per month on a pro-rated basis during 2024.

Macal was also eligible for the initial director fee in the amount of $85,000.

the aggregate total accrued for our Board during 2024 and 2023, of the “Director’s Fee Earned”, only $15,000 of

the accrual was paid in cash on February 16, 2024 and only $60,000 of the accrual was paid in cash on December 18, 2023.

Bircham was accrued for his service

on the Board on a pro-rated basis for time in the role during 2025 at the rate of $6,000 per month.

Bircham was also eligible

for the initial director fee in the amount of $85,000.

Gooding was appointed to our Board on August 10, 2023 and compensation for his service was accrued at the rate

of $6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025.

Jordan was appointed to our Board on July 20, 2023 and compensation for his service was accrued at the rate of

$6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025.

Hassan was appointed to our Board on July 20, 2023 and compensation for his service was accrued at the rate of

$6,000 per month on a pro-rated basis during 2023, and for each month in 2024 and 2025.

Macal was appointed to our Board on April 29, 2024 and compensation for his service was accrued at the rate of

$6,000 per month on a pro-rated basis during 2024, and for each month in 2024 and 2025.

Macal was also eligible for the initial

director fee in the amount of $85,000.

(8) Of the aggregate total accrued for our Board during 2025 and 2024, of the “Director’s Fee Earned”,

only $42,000 of the accrual was paid in cash on June 12, 2025 and only $15,000 of the accrual was paid in cash on February 16, 2024.

Committee Interlocks and Insider Participation

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ownership of securities.

Under SEC rules, a person is deemed to be a “beneficial owner”

of a security if that person has

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has

or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage,

but not for purposes of computing any other person’s percentage.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage,

but not for purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed to be a

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no economic interest.

DIRECTORS, NAMED EXECUTIVE OFFICERS AND STOCKHOLDERS (1)

DIRECTORS, NAMED EXECUTIVE

OFFICERS AND STOCKHOLDERS (1)

OFFICERS AND DIRECTORS

Matthew McGahan, CEO, Director

Robert Stubblefield, CFO

Matthew McGahan, CEO(former), Director(former)

Robert Stubblefield, CFO and Interim CEO

Greg Potts, COO

Marc Bircham, Chairman

Christopher Gooding, Director

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Jordan, Director

5% STOCKHOLDERS

United Capital Investment London Ltd

DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (SEVEN PERSONS)

business address of each of these stockholders is c/o Lottery.com Inc., 5049 Edwards Ranch Road, 4 th Floor, Fort Worth,

Macal, Director

DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (EIGHT PERSONS)

The business address of each of these stockholders is c/o SEGG Media, 5049 Edwards Ranch Road, 4 th Floor, Fort Worth,

Compensation Plan Information

following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31,

Securities to be

Exercise Price

Available for

of Outstanding

Future Issuance

Compensation plans approved by security holders (1)a

Relates only to the Lottery.com 2021 Incentive Plan.

(1) Relates only to the Lottery.com

2021 Incentive Plan.

connection with the Business Combination, the Board and stockholders approved the Lottery.com 2021 Incentive Plan, which enables the

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units, unrestricted stock, other share based awards and cash awards to directors, employees, consultants and advisors to improve the

ability of the Company to attract and retain key personnel upon whom the Company’s sustained growth and financial success depend,

by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.

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Simultaneously

with the closing of the Business Combination on October 29, 2021 (the “Business Combination Closing”), the Company entered

into an investor rights agreement (the “Investor Rights Agreement”) with the initial stockholders of Trident Acquisition

with the closing of the Business Combination on October 29, 2021 (the “Business Combination Closing”), the Company entered

into an investor rights agreement (the “Investor Rights Agreement”) with the initial stockholders of Trident Acquisition

and certain stockholders of AutoLotto, including Lawrence Anthony DiMatteo III, our former chief executive officer, and Matthew

Clemenson, our former chief revenue officer (collectively, the “Stockholder Parties”).

Pursuant to the Investor Rights Agreement,

such parties agreed to vote or cause to be voted all shares owned by them or take such other necessary action to ensure that (i) our

Board was made up of at least five directors at Closing, (ii) one director nominated by the Initial Stockholders (the “Initial

Stockholders Director”) and the remaining directors nominated by the AutoLotto stockholders (the “AutoLotto Directors”)

Board was made up of at least five directors at Closing, (ii) one director nominated by the Initial Stockholders (the “Initial

Stockholders Director”) and the remaining directors nominated by the AutoLotto stockholders (the “AutoLotto Directors”)

would be elected to our initial Board, with the Initial Stockholders Director designated as a Class II director, and (iii) following

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Board has established the Corporate Governance Guidelines to assist it in making independence determinations for each director of our

The Corporate Governance Guidelines define an “independent director”

to align with the definition provided under the

corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”).

The Corporate Governance Guidelines define an “independent director” to align with the definition provided under the

corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”).

Under Nasdaq Rule 5605(a)(2),

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is the policy of the Board to make affirmative independence determinations for all directors at least annually in connection with the

preparation of the Company’s proxy statement.

In making independence determinations, the Board will broadly consider all relevant

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committee service.

The Board has determined that each member of the Audit Committee is “independent”

for purposes of service

on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and that each member of the Compensation Committee is “independent”

for purposes of service on the Compensation Committee

The Board has determined that each member of the Audit Committee is “independent” for purposes of service

on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and that each member of the Compensation Committee is “independent” for purposes of service on the Compensation Committee

in accordance with Section 10C(a)(3) of the Exchange Act.

Principal Accounting Fees and Services.

September 27, 2022, Armanino LLP (“Armanino”) resigned as the independent registered public accounting firm of the

Company, effective immediately.

On October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC

(“Yusufali”) as the Company’s new independent registered public accounting firm, effective immediately, for the

fiscal year ended December 31, 2022.

Yusufali continued its engagement for the Company as its independent registered public

accounting firm for 2023 and for the quarters ended March 31 and June 30 2024.

Yusufali resigned as independent accountants on

November 15, 2024 and Boladale Lawal & Co (“Boladale”) was appointed effective for the reporting period ended

September 30, 2024.

The following table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2024 and

December 31, 2023 by the independent accounting firms:

October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC (“Yusufali”) as the

Company’s independent registered public accounting firm, effective immediately, for the fiscal year ended December 31, 2022.

Yusufali continued its engagement for the Company as its independent registered public accounting firm for 2023 and for the quarters

ended March 31 and June 30 2024.

Yusufali resigned as independent accountants on November 15, 2024 and Boladale Lawal & Co

(“Boladale”) was appointed effective for the reporting period ended September 30, 2024 and remains the Company’s independent registered public accounting firm.

The following table sets forth

the aggregate fees billed to us for the fiscal year ended December 31, 2025 and December 31, 2024 by the independent accounting

Audit Fees (1)

Audit-Related Fees (2)

Fees represent the aggregate fees billed for professional services rendered for the audits

of the annual financial statements, for the audits of certain of our subsidiaries and for

services that are normally provided by the independent registered public accounting firm

in connection with statutory and regulatory filings.

In 2024, Boladale performed a reaudit of the financial statements for the year ended December 31, 2023 as a result

of the resignation of Yusufali for $80,000, as well as an audit of the financial statements for the year ended December 31, 2024 for $90,000.

Boladale has also audited the financial statements for the year ended December 31, 2025 for $100,000.

(2) Audit-Related

Other Fees (3)

Fees represent the aggregate fees billed for professional services rendered for the audits of the annual financial statements, for the audits of certain of our subsidiaries and for services that are normally provided by the independent registered public accounting

firm in connection with statutory and regulatory filings.

In particular, Yusufali audited the audited

the financial statements for the year ended December 31, 2023.

Boladale audited the audited the financial statements for the year ended December 31, 2023 and audited the financial statements for the year ended December

Audit-Related Fees represent the aggregate fees billed for assurance and

other services related to the performance of review of our consolidated quarterly financial statements that are not reported under heading

These services may include due diligence related to mergers and acquisitions and consultation concerning financial accounting

and reporting standards.

In particular, Yusufali reviewed financial statements for March 31, June 30 and September 30, 2023, and reviewed

the financial statements for March 31 and June 30, 2024.

Boladale reviewed financial statements and September 30, 2024.

Fees represent the aggregate fees billed for assurance and other services related to the performance of review of our consolidated quarterly

financial statements that are not reported under heading (1) above.

These services may include due diligence related to mergers and acquisitions

and consultation concerning financial accounting and reporting standards.

In particular, Yusufali reviewed financial statements for March

31 and June 30, 2024.

Boladale reviewed financial statements for September 30, 2024 and for March 31, June 30, and September 30, 2025

Other Fees represent fees billed for all other services.

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the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting

In addition, and pursuant to its charter and the Company’s Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee

annually reviews and pre-approves the audit services to be provided by Boladale Lawal & Co, and also reviews and pre-approves the

engagement of Boladale for the provision of other services during the year, including audit-related, tax and other permissible non-audit.

For each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly

submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination

as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and

whether the fees for the services are appropriate.

in Independent Registered Public Accounting Firm

of Armanino LLP

previously disclosed in the Current Report on Form 8-K filed with the SEC on October 12, 2022 (the “October 12, 2022 Form 8-K”),

the Audit Committee approved on October 7, 2022 the engagement of Yusufali as the Company’s independent registered public accounting

firm for the fiscal year ended December 31, 2022, effective on the same day.

As previously disclosed in the Current Report on Form 8-K

filed with the SEC on October 6, 2022 (the “October 6, 2022 Form 8-K”), Armanino resigned as the Company’s independent

registered public accounting firm on September 27, 2022, effectively immediately.

previously disclosed in the October 6, 2022 Form 8-K, Armanino’s report on the Company’s financial statements for the fiscal

years ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified

or modified as to uncertainty, audit scope or accounting principles.

In addition, there were no disagreements between the Company and

Armanino on accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved

to the satisfaction of Armanino, would have caused them to make reference to the disagreement in their report for such period, or any

subsequent interim period preceding Armanino’s resignation.

However, on July 20, 2022, the Company was advised by Armanino, its

registered independent public accountant for the fiscal year ended December 31, 2021, that the audited financial statements for the year

ended December 31, 2021, and the unaudited financial statements for the quarter ended March 31, 2022, should no longer be relied upon.

Armanino advised and determined subsequent to the audit and review of such financial statements, respectively, that a Company subsidiary

entered into a line of credit in January 2022 that was not disclosed in the footnotes to the December 31, 2021 financial statements and

was not recorded in the March 31, 2022 financial statements.

previously disclosed in the October 6, 2022 Form 8-K, during the Company’s two audited fiscal years ended December 31, 2021 and

December 31, 2020, and the subsequent interim period through September 27, 2022, Armanino identified the following reportable events

of the type described in Item 304(a)(1)(v) of Regulation S-K:

based on Armanino’s evaluation of the facts and circumstances pertaining

to matters disclosed in the Company’s recent Form 8-K filings regarding the resignations of certain officers and directors, Armanino

is unable to rely on the representations of management.

Company provided Armanino with a copy of the foregoing disclosures and requested that Armanino furnish the Company with a letter addressed

to the SEC stating whether it agrees with the statements made by the Company set forth above.

A copy of Armanino’s letter, dated

October 7, 2022, was filed as Exhibit 16.1 to the amendment to the October 12, 2022 Form 8-K.

previously disclosed in the December 16, 2024 Form 8-K, Yusufali and Associates, LLC resigned as the Company’s independent accountants

and the Audit Committee approved on December 10, 2024 the engagement of Boladale Lawal & Co.

as the Company’s independent registered

public accounting firm.

Yusufali’s reports on the Company’s financial statements for the fiscal years ended December 31,

2023, December 31, 2022, and December 31, 2021 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or

modified as to uncertainty, audit scope or accounting principles.

In addition, there were no disagreements between the Company and Yusufali

on accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction

of Yusufali, would have caused them to make reference to the disagreement in their report for such period, or any subsequent interim

period preceding Yusufali’s resignation.

Exhibits, Financial Statement Schedules.

2 unchanged sentences

exhibits listed below are filed as part of this Report or incorporated herein by reference to the location indicated.

Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto,

(incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on February 23,

Business Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto, Inc.

(incorporated by reference to Exhibit 2.1 of Form 8-K, on February 23, 2021).

Amended and Restated Certificate of Incorporation of Lottery.com Inc.

(incorporated by reference to Exhibit 3.1 of the Current Report

on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

and Restated Bylaws of Lottery.com Inc.

(incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by Lottery.com

with the SEC on November 4, 2021).

Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated

by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on June 4, 2018).

of Capital Stock (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on

April 1, 2022).

Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.’s officers, directors and stockholders (incorporated

by reference to Exhibit 10.2 to Amendment No.

(incorporated by reference to Exhibit 3.1 of Form 8-K filed on January 30, 2026).

Amended and Restated Bylaws of Lottery.com Inc.

(incorporated by reference to Exhibit 3.2 of Form 8-K filed on November 4, 2021).

Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of Form 8-K filed on June 4, 2018).

Description of Capital Stock (incorporated by reference to Exhibit 4.2 of Form 10-K filed on April 1, 2022).

Letter Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.’s officers, directors and stockholders (incorporated by reference to Exhibit 10.2 to Amendment No.

2 to the Registration Statement on Form S-1/A (File No.

333-223655) filed by Lottery.com

with the SEC on May 21, 2018).

Escrow Agreement between Trident Acquisitions Corp., Continental Stock Transfer & Trust Company and the initial stockholders

of Trident Acquisitions Corp (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Lottery.com with

the SEC on June 4, 2018).

Agreement, dated as of March 10, 2020, by and between AutoLotto, Inc.

and Master Goblin Games LLC (incorporated by reference to Exhibit

10.8 of the Registration Statement on Form S-4 (Reg.

333-257734), filed by Lottery.com with the SEC on October 5, 2021).

1 to Services Agreement, dated as of June 28, 2021, by and between AutoLotto, Inc.

and Master Goblin Games LLC (incorporated

by reference to Exhibit 10.9 of the Registration Statement on Form S-4 (Reg.

333-257734), filed by Lottery.com with the SEC on

October 5, 2021).

333-223655) filed on May 21, 2018).

Stock Escrow Agreement between Trident Acquisitions Corp., Continental Stock Transfer & Trust Company and the initial stockholders of Trident Acquisitions Corp (incorporated by reference to Exhibit 10.3 on Form 8-K, filed on June 4, 2018).

Investor Rights Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc.

and the security holders party thereto (incorporated by reference to Exhibit 10.12 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

and the security holders party thereto (incorporated by reference to Exhibit 10.12 on Form 8-K filed on November 4, 2021).

Initial Stockholder Forfeiture Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc.

and the security holders party thereto (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Agreement, dated as of February 21, 2021, by and between Lawrence Anthony DiMatteo III and AutoLotto, Inc.

(incorporated by reference

to Exhibit 10.3 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Agreement, dated as of February 21, 2021, by and between Matthew Clemenson and AutoLotto, Inc.

(incorporated by reference to Exhibit

10.4 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

to Employment Agreement, dated March 23, 2022, by and between Matthew Clemenson and Lottery.com (incorporated by reference to Exhibit

10.9 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Agreement, dated as of February 21, 2021, by and between Ryan Dickinson and AutoLotto, Inc.

(incorporated by reference to Exhibit

10.5 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

to Employment Agreement, dated March 23, 2022, by and between Ryan Dickinson and Lottery.com (incorporated by reference to Exhibit

10.11 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Agreement, dated as of March 19, 2021, by and between Kathryn Lever and AutoLotto, Inc.

(incorporated by reference to Exhibit 10.12

of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

to Employment Agreement, dated as of March 28, 2022, by and between Kathryn Lever and Lottery.com Inc.

(incorporated by reference

to Exhibit 10.13 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Lottery.com with

the SEC on November 4, 2021).

2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.8 of the Current Report on Form 8-K filed by

Lottery.com with the SEC on November 4, 2021).

of Restricted Stock Award Agreement under the AutoLotto, Inc.

2015 Stock Option/Stock Issuance Plan (incorporated by reference to

Exhibit 10.9 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

2021 Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-4 (Reg.

333- 257734),

filed by Lottery.com with the SEC on October 5, 2021).

of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 of the Annual Report

on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 of the

Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20

of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference

to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 22, 2022).

Agreement by and between AutoLotto, Inc.

dba Lottery.com and Simpexe, LLC, specifically Harry Dhaliwal, dated July 1, 2022 (incorporated

by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 6, 2022).

Affiliate Agreement, dated as of October 2, 2021 (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q

filed by Lottery.com with the SEC on May 16, 2022).

Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference

to Exhibit 10.24 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as

security holder (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC

on May 10, 2023).

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

and the security holders party thereto (incorporated by reference to Exhibit 10.13 on Form 8-K filed on November 4, 2021).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 on Form 8-K filed on November 4, 2021).

AutoLotto, Inc.

2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.8 on Form 8-K filed on November 4, 2021).

Form of Restricted Stock Award Agreement under the AutoLotto, Inc.

2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.9 on Form 8-K filed on November 4, 2021).

Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.7 on Form S-4 (Reg.

333- 257734), filed on October 5, 2021).

Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 on Form 10-K filed on April 1, 2022).

Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 on Form 10-K filed on April 1, 2022).

Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20 on Form 10-K filed on April 1, 2022).

Resignation and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference to Exhibit 10.1 on Form 8-K filed on July 22, 2022).

Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of Form 10-K/A filed on May 10, 2023).

Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of Form 10-K/A filed on May 10.

Amended and Restatement Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.3 of Form 10-Q filed on August 22, 2023)

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc.

and United Capital Investments London Limited.

Loan Agreement dated January 4, 2022, between AutoLotto, Inc.

and The Provident Bank (incorporated by reference to Exhibit 10.1 of

the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

(incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 24, 2023)

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc.

and The Provident Bank (incorporated by reference to Exhibit 10.1 on Form 10-Q filed on May 22, 2023).

$30,000,000 Promissory Note dated January 4, 2022, between AutoLotto, Inc.

and The Provident Bank (incorporated by reference to Exhibit 10.2

of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

and The Provident Bank (incorporated by reference to Exhibit 10.2 on Form 10-Q filed on May 22, 2023).

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Lottery.com Inc.

2023 Employees’, Directors’

and Consultant’s Stock Issuance and Option Plan

Nook Holdings Share Purchase Agreement

(incorporated by reference to Exhibit 10.28 of Form 10-K filed on June 15, 2023)

Share Purchase and Sale Agreement between Lottery.com and DotCom Ventures Inc.

dated July 22, 2025 (incorporated by reference to Exhibit 10.40 of Form 10-Q filed on August 19, 2025)

Asset Purchase Agreement between Lottery.com and Galaxy Racer Holdings Limited dated July 30, 2025

Share Purchase Agreement between Lottery.com and Plusevo Ltd dated March 12, 2025

Stock Purchase Agreement Between Lottery.com Inc.

and Generating Alpha Ltd.

dated November 16, 2024.

(incorporated by reference to Exhibit 10.27 of Form 10-Q filed on November 20, 2025)

Amended -Stock Purchase Agreement Between Lottery.com Inc.

and Generating Alpha Ltd.

dated as of June 16, 2025.

(incorporated by reference to Exhibit 10.35 of Form 10-Q filed on November 20, 2025)

Short-term Convertible Note Agreement Between Lottery.com Inc.

and Generating Alpha Ltd.

dated September 22, 2025.

(incorporated by reference to Exhibit 10.40 of Form 10-Q filed on November 20, 2025)

Common Stock Purchase Warrant Agreement Between Lottery.com Inc.

and Generating Alpha Ltd.

dated September 22, 2025.

(incorporated by reference to Exhibit 10.41 of Form 10-Q filed on November 20, 2025)

Registration Rights Agreement Between Lottery.com Inc.

and Generating Alpha Ltd.

dated September 22, 2025.

(incorporated by reference to Exhibit 10.42 of Form 10-Q filed on November 20, 2025)

Securities Purchase Agreement Between Lottery.com Inc.

and Generating Alpha Ltd.

dated September 22, 2025 (incorporated by reference to Exhibit 10.43 of Form 10-Q filed on November 20, 2025)

Asset Purchase Agreement Between Lottery.com Inc.

and Galaxy Racer Holdings Limited dated July 30, 2025 (incorporated by reference to Exhibit 10.6 of Form 10-Q filed on August 19, 2025)

Nook Holdings Share Purchase Agreement (incorporated by reference to Exhibit 10.50 of Form 10-K/A filed on June 6, 2024)

Amendment 1 to Nook Holdings Share Purchase Agreement (incorporated by reference to Exhibit 10.51 of Form 10-K/A filed on June 6, 2024)

Amendment 2 to Nook Holdings Share Purchase Agreement

Securities Purchase Agreement Between Lottery.com Inc.

and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.60 of Form 8-K filed on December 4, 2025)

Senior Secured Promissory Note Between Lottery.com Inc.

and Evergreen Capital Management, LLC (incorporated by reference to Exhibit 10.61 of Form 8-K filed on December 4, 2025)

Loan Agreement, dated as of July 26, 2023, by and between Lottery.com Inc.

and United Capital Investments London Limited (incorporated by reference to Exhibit 10.2 of Form 8-K filed on August 1, 2023).

Amendment and Restatement Agreement in respect of Loan Agreement (Deed), dated as of June 12, 2023, between Lottery.com and Woodford Eurasia Assets Ltd.

(incorporated by reference to Exhibit 10.28 of Form 10-K filed on June 15, 2023).

Amended and Restated Loan Agreement, dated as of August 8, 2023, by and between Lottery.com Inc.

and United Capital Investments London Limited (incorporated by reference to Exhibit 10.3 of Form 10-Q filed on August 22, 2023).

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc.

and United Capital Investments London Limited (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 24, 2023).

Termination Letter for Loan Agreement with United Capital Investments Limited dated January 20, 2026

Termination Letter for Securities Purchase Agreement with Evergreen Capital Management, LLC dated January 26, 2026.

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Daniel Bailey for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.70 on Form 8-K/A filed on May 5, 2026)

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Darryl Eales for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.71 on Form 8-K/A filed on May 5, 2026)

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Andrew Webb for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.72 on Form 8-K/A filed on May 5, 2026)

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and James Maclaurin for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.73 on Form 8-K/A filed on May 5, 2026)

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Jack Clarke for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.74 on Form 8-K/A filed on May 5, 2026)

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and MPA Creative Limited for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.75 on Form 8-K/A filed on May 5, 2026)

Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Crimson Swordblade Limited for the Purchase of Veloce Esports Limited dated February 18, 2026 (incorporated by reference to Exhibit 10.76 on Form 8-K/A filed on May 5, 2026)

Placement Agency Agreement dated January 16, 2026, between Lottery.Com Inc.

and Dawson James Securities Inc.

(incorporated by reference to Exhibit 1.1 of Form 8-K filed on January 20, 2026).

Securities Purchase Agreement dated January 16, 2026, between Lottery.Com Inc.

and Dawson James Securities Inc.

(incorporated by reference to Exhibit 10.1 of Form 8-K filed on January 20, 2026).

Common Stock Equity Distribution Agreement, dated February 18, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities, Inc.

(incorporated by reference to Exhibit 1.1 of Form 8-K filed on February 19, 2026).

Placement Agency Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and Dawson James Securities, Inc.

(incorporated by reference to Exhibit 1.1 of Form 8-K filed on March 18, 2026).

Securities Purchase Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers.

(incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 18, 2026).

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 of Form 8-K filed on March 18, 2026).

Registration Rights Agreement, dated March 16, 2026, by and between Sports Entertainment Gaming Global Corporation and the Purchasers (incorporated by reference to Exhibit 10.3 of Form 8-K filed on March 18, 2026).

List of Subsidiaries of Lottery.com Inc.

(incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Certification

of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C.

Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to 18 U.S.C.

8 unchanged sentences

XBRL for the cover page of this Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

Furnished herewith.

Incorporated by reference

schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant hereby undertakes to furnish

copies of any of the omitted schedules and exhibits upon request by the U.S.

registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits

upon request by the U.S.

Securities and Exchange Commission.

any of the omitted

schedules and exhibits upon request by the U.S.

any of the omitted schedules

and exhibits upon request by the U.S.

Securities and Exchange Commission.

portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

The Registrant agrees to furnish an unredacted

copy of the exhibit to the SEC upon its request.

Certain portions of this exhibit have been omitted pursuant

to Regulation S-K Item 601(b)(10)(iv).

The Registrant agrees to furnish an unredacted copy of

the exhibit to the SEC upon its request.

management contract or compensatory plan or arrangement.

Form 10-K/A Summary

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report

to be signed on its behalf by the undersigned, thereunto duly authorized .

April 21, 2025

Matthew McGahan

Executive Officer

Entertainment Gaming Global Corporation.

July 10, 2026

Chief Executive Officer

Executive Officer)

1 unchanged sentence

behalf of the Registrant in the capacities and on the dates indicated.

Matthew McGahan

Executive Officer

Chief Executive Officer and Director

July 10, 2026

Executive Officer)

Matthew McGahan

July 10, 2026

Christopher Gooding

July 10, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures