What changed in this filing

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Item 9A. Controls and Procedures

2025-04-21 compared with 2024-04-03 · 362 added, 344 removed, 494 unchanged (59% of the section changed)

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of Disclosure Controls and Procedures

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

2021 (the “Original 2021 Annual Report”) on April 1, 2022, our management, with the participation of our then Chief Executive

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

2021 (the “Original 2021 Annual Report”) on April 1, 2022, our management, with the participation of our then Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in

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connection with the filing of Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021

(the “Amended 2021 Annual Report”), our management, with the participation of our Chief Executive Officer, reevaluated the

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021

(the “Amended 2021 Annual Report”), our management, with the participation of our Chief Executive Officer, reevaluated the

effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

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reporting with respect to our financial statement close and reporting process.

Our disclosure and procedures are designed to ensure that

information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our

management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.

Management’s

Our disclosure controls and procedures are designed to

ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated

to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.

Report on Internal Control Over Financial Reporting

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Specifically,

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.

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

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

more information, see “

more information, see “ Item 1A.

Risk Factors - Public Company Operating Risks - If we fail to implement and maintain an effective

system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent

fraud, and investor confidence and the trading price of our common stock and warrants may be materially and adversely affected .”

in Internal Control Over Financial Reporting

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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

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price of 20%.

All other terms and conditions of securitization remain in full force and effect.

July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”), which is represented by a loan agreement,

which was initially entered into on July 26, 2023 and was amended and restated on August 8, 2023 and subsequently amended on August 18,

2023 (as so amended, the “UCIL Loan Agreement”), with United Capital Investments London Limited (“UCIL”), 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 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

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.

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.

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”)

(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.

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.

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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 with the SEC on February 22, 2024, and as previously reported on Form 8-K filed on August 1, 2023, on July

26, 2023, the Company entered into a Loan Agreement with United Capital Investments London Limited (“UCIL”) which 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 supplemental funding (the “Accordion”) with an initial tranche of up to $1,000,000.

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.

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, 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.

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.

of the Board and Chief Executive Officer

Robert Stubblefield

Chief Financial Officer

Gregory Potts

Chief Operating Officer

McGahan , has enjoyed a successful and distinguished career in the corporate and philanthropic worlds.

Most recently he was appointment

as Chairman and CEO of Nasdaq listed, Lottery.com and Vice-President of Sports.com, its wholly owned subsidiary and a leading sports

entertainment and media content platform.

Appointed interim CEO of Lottery.com in July 2023, and having served as Chairman of the Board

since October 2022, McGahan’s leadership is pivotal in steering the company towards new horizons.

Born into an entrepreneurial family,

Matt’s business acumen was nurtured from a young age.

His professional journey began at Guildford Engineering Technology College,

setting the stage for a career characterized by strategic foresight and a penchant for turning challenges into opportunities.

his family’s venture, Pinewood Motor Group, founded in 1969 by his father, McGahan played a crucial role in introducing Toyota Motor

Corporation to the United Kingdom, marking a significant milestone in the country’s automotive industry.

McGahan’s entrepreneurial streak

led him to establish Magic Automotive Group, which emerged as one of Europe’s largest Harley-Davidson and BMW dealerships.

His leadership

propelled the company to substantial success until its sale in 2010, reflecting his ability to build and scale businesses successfully.

the realm of business, Matt’s philanthropic efforts are equally commendable.

He founded “Mask Our Heroes”

(MOH) in memory

of his father, Alan, a victim of the COVID-19 pandemic.

MOH was at the forefront of addressing the urgent need for personal protective

equipment during the pandemic’s early stages, successfully securing and distributing over 30 million surgical masks to healthcare facilities

across the UK.

This initiative highlighted his capacity to lead with empathy and impact, leveraging his resources and network to address

a global crisis.

his various family office vehicles, 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.

Chief Executive Officer, Secretary and Chairperson of the Board

Financial Officer

Operating Officer

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

II director, with a term expiring at the annual meeting of Shareholders to be held in 2027.

III director, with a term expiring at the annual meeting of Shareholders to be held in 2025.

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 has served as the chief financial officer of Demet r a, Inc.

since January

2022 and of Regnum Corp.

since March 2020.

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.

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 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.

from February 2019 to December 2021.

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

served as a consulting chief financial officer for various start-ups and growth companies in the San Francisco Bay Area and has 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.

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

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.

He most recently served as Global Vice President of Affiliate Success at

Prior to that he served in leadership roles for several organizations ranging from SMEs to multi-billion corporations.

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;

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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 the American Advertising Federation Lexington chapter.

There are no arrangements or understandings between Mr.

Potts and any other

persons pursuant to which he was selected as an officer, he has no family relationships with any of the Company’s directors or

executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)

of Regulation S-K.

The Board of Directors has not yet determined Mr.

Potts’s compensation or agreed to terms on a written compensation

agreement, and the Company will file a Current Report on Form 8-K once such compensation has been determined by the Board of Directors.

Battles has been a member of the Board since October 2022.

Battles founded The League of Angels, a network of UHNW

international members investing in fast growth British ventures with a global impact and strong corporate values.

Battle is the former

co-owner of Jackpot Games, a Maltese online gaming venture that was then sold to a large German Media Group.

Additionally, Mr.

is the former senior advisor to the Rank Group PLC (LSE:

RNK), where he focused on the Grosvenor Casinos and Bingo (a UK-based chain

of 53 casinos located in major towns and cities across the UK and 76 bingo clubs located in Belgium, Spain, and the UK).

During his time

at Grosvenor Casinos and Bingo, Mr.

Battles focused on delivering interactive digital gaming formats across their retail footprint.

also has extensive FTSE experience, working as Executive Chairman/CFO in turnaround or high growth sectors and is a former CFO of London’s

largest digital agency.

Battles earned a Master in Computing Science from the University of Aberdeen, and was a Scottish Chartered

Accountant with Ernst & Young.

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

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

Gooding brings decades of service at respected

law firms, predominantly within the heart of London’s financial district.

His professional journey began as an Assistant Solicitor

at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde & Co.

A consummate legal strategist, he also served

as a partner at LeBoeuf Lamb Greene & MacRae and Howard Kennedy.

Notably, from 1999 to 2009, he held the position of Director at

the Sovereign Trade Corporation.

Adding to his diverse portfolio, Gooding subsequently held partner roles at Fasken Martineau and Nabarro

LLC (now CMS).

Since 2022, he has honed his expertise as a Consultant at Crowell and Morsing.

Gooding brings decades as a partner at respected

English, US and Canadian law firms, predominantly within the heart of London’s financial district.

He has also held from 1999 to

2009 an advisory Board position of US Issuer of 144A funds - the Sovereign Trade Corporation, New York and supervised the triple rating

of its 144a funds.

His professional journey began at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde &

A consummate legal strategist in the area of political and commercial risk, he also served as a partner at LeBoeuf Lamb Greene &

MacRae and Howard Kennedy, Fasken Martineau and CMS.

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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Jordan has held senior positions with the

world’s top Formula One Teams and some of most recognizable motorsport brands.

world’s top Formula One Teams and some of most recognizable motorsport brands such as Renault Formula One, Jordan Grand Prix, British

American Racing Honda and Minardi Formula One.

He Was the “Founding Partner” for the “One Make” Racing car series

“Grand Prix Masters” with Ex Formula One World Champions, Nigel Mansell, Emerson Fittipladi, Derick Warwick, and Alain Prost.

He currently holds consultancy roles with both the Romanian and Cypriot Governments working with their respective Tourism Departments

to promote tourism through both Motorsport sponsorship and activation programs.

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

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 ”

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

(2004), “

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

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

Jordan and Tamer T.

Hassan, with Mr.

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

Jordan, Tamer T.

Hassan and Warren Macal, with Mr.

McGahan acting as

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Board has affirmatively determined that each of Messrs.

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

under the Nasdaq listing rules applicable to board members.

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

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

Class I director is Mr.

Gooding, and his term will expire at the 2026 annual meeting of stockholders;

Class II directors are Mr.

Battles and Mr.

Jordan, and their terms will expire at the 2024 annual meeting of stockholders;

Class I directors are Mr.

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;

Class III directors are Mr.

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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 none

of our executive officers and directors complied with their Section 16(a) filing requirements during our fiscal year ended December 31,

2023 following the Operational Cessation.

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,

Executive Compensation.

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

executive officers,”

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.

Actual compensation programs that we adopt

may differ materially from the existing and currently planned programs summarized or referred to in this discussion.

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

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Our NEOs for fiscal 2024 are:

McGahan CEO and former CEO Mark Gustavson

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

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

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the years noted.

and Principal Position

Gustavson, Former CEO

DiMatteo, Former CEO

Quraeshi, Former CEO

Stubblefield, CFO

Moffley, Former CFO

CFO and President

reflect the NEO’s base salary earned during the fiscal year presented.

Incentive Plan

Name and Principal Position

Compensation (5)

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.

value of stock awards.

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

S-8 shares are reserved for later issuance.

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,

campus while conducting business.

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

Disclosure to Summary Compensation Table

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

a result of 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 (not as yet issued), Robert Stubblefield, CFO, received 25,000 shares of common stock and Greg Potts, COO, received

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.

Ryan Peterson, EVP of Technology, is to receive 25,000 shares of common stock which are yet to be issued.

were no equity awards granted to our named executive officers during fiscal 2022.

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

20,000 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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officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and

For fiscal 2023, the amounts earned by our named executive officers are shown in the Summary Compensation Table above.

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

For fiscal 2024 and 2023, 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.

Benefits, and Termination and Change in Control Provisions at December 31, 2023 and 2022

Benefits, and Termination and Change in Control Provisions on December 31, 2024 and 2023

were no pension or retirement benefits pursuant to any existing plan provided or contributed to by the Company or any of its subsidiaries.

In addition, there were no termination and change in control provisions in effect for our NEOs.

Equity Awards at December 31, 2023

Equity Awards on December 31, 2024

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

McGahan, CEO, received a 125,000 share common stock grant (not as yet issued), Robert Stubblefield, CFO, received 25,000 shares of common

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

Ryan Peterson, EVP of Technology, is to receive 25,000 shares of

common stock which are yet to be issued.

McGahan, CEO, received a 125,000 share common stock grant, Robert Stubblefield, CFO, received 25,000 shares of common stock and Gregory

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

($72,000 USD per year).

Notwithstanding this program adopted by our Board, total cash fees paid to our directors during fiscal 2023 were

following table sets forth the total compensation paid to each of our non-employee directors for their service on the Board during fiscal

Directors Fees Earned

Matthew McGahan (2)

Barney Battles(3)

Christopher Gooding (4)

Nick Kounoupias (7)

Naila Chowdhry (8)

(1) Represents

all non-employee directors who served on our Board during fiscal 2023.

Amounts accrued per

director each include a $85,000 USD initial fee.

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, Mr.

received accrued compensation for his service on the Board during fiscal 2022 and 2023 at

the rate of $6,000 USD per month as any other director.

No stock was awarded to him pertaining

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

Such plan is a continuation of the Non-Employee Director Compensation program that was established and approved

by the previous Board of Directors.

Total cash fees paid to our directors under this program during fiscal 2024 and fiscal 2023 were

$15,000 and $60,000, respectively.

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

Warren Macal (7)

all directors who served on our Board during fiscal 2024.

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.

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.

Battles received accrued compensation

for his service on the Board during fiscal 2022 and 2023 at the rate of $6,000 USD per month.

Gooding was appointed to our Board on August 10, 2023 and received accrued compensation at

the rate of $6,000 USD per month.

Jordan was appointed to our Board on July 20, 2023 and received accrued compensation at the

rate of $6,000 USD per month.

Hassan was appointed to our Board on July 20, 2023 and received accrued compensation at the

rate of $6,000 USD per month.

Kounoupias, appointed an independent outside director on April 4, 2023, resigned from our

Board on August 7, 2023.

Chowdhry, an independent outside director, resigned from our Board on March 9, 2023.

the aggregate total accrual for our Board, of the “Fee Earned or Paid in Cash”,

only $60,000 of the accrual was

paid on December 18, 2023.

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.

Committee Interlocks and Insider Participation

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property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect

to all shares of common stock shown as beneficially owned by them:

amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial

to all shares of common stock shown as beneficially owned by them as of December 31, 2024:

amounts and percentages of shares beneficially owned are reported based on SEC regulations governing the determination of beneficial

ownership of securities.

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DIRECTORS, NAMED EXECUTIVE OFFICERS AND STOCKHOLDERS (1)

AMOUNT AND NATURE OF BENEFICIAL

OF COMMON STOCK

OFFICERS AND DIRECTORS

2 unchanged sentences

Greg Potts, COO

Barney Battles, Director

Christopher Gooding, Director

Jordan, Director

Hassan, Director

Jordan, Director

5% STOCKHOLDERS

Tony DiMatteo(2)

Matt Clemenson(3)

Ryan Dickinson

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., 20808 State Hwy 71 W, Unit B, Spicewood, TX 78669.

shown are held by ALD Holdings Group, LLC (“ALD Holdings”).

DiMatteo may be deemed to beneficially own the shares

held by ALD Holdings.

shown are held by MC Holdings, LLC (“MC Holdings”).

Clemenson may be deemed to beneficially own the shares held by

shown held by RD Holdings Group, LLC.

Dickinson may be deemed to beneficially own the shares held by RD Holdings Group, LLC.

business address of each of these stockholders is c/o Lottery.com Inc., 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,

Number of Securities to be Issued Upon

Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of

Outstanding Options, Warrants and Rights

Number of Securities Remaining

Available for Future Issuance Under Equity Compensation Plans

Equity Compensation plans approved by security holders (1)

only to the Lottery.com 2021 Incentive Plan.

Compensation plans approved by security holders (1)a

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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As a result of this review, the Board affirmatively determined that Messrs.

Battles, Gooding, Jordan and Hassan are independent within the meaning of the Nasdaq Rules, including with respect to their respective

Gooding, Jordan, Hassan and Macal are independent within the meaning of the Nasdaq Rules, including with respect to their respective

committee service.

6 unchanged sentences

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,

For fiscal 2023, Yusufali continues its engagement for the Company as its independent registered public accounting firm The following

table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2022 and December 31, 2023 by Yusufali:

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

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

of the annual financial statements and the Company’s internal control over financial

for review of the consolidated financial statements included in the Company’s

Quarterly Reports on Form 10-Q filings;

for the audits and reviews 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.

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:

Audit-Related

Fees represent the aggregate fees billed for assurance and other services related to the

performance of the audit or review of our consolidated financial statements and that are

not reported under paragraph (1) above.

These services include due diligence related to mergers

and acquisitions and consultation concerning financial accounting and reporting standards.

Fees represent the aggregate fees billed for international tax compliance, tax advice, and

tax planning services.

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.

Other Fees represent fees billed for all other services.

4 unchanged sentences

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 Yusufali & Associates, LLC, and also reviews and pre-approves

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

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

29 unchanged sentences

is unable to rely on the representations of management.

Company provided Armanino with a copy of the foregoing disclosures and has 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.

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.

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

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,

Second 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).

Amended 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).

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

Description 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).

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

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.

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).

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

Services 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.

333-223655) 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).

Amendment No.

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).

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).

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

2 unchanged sentences

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).

Employment 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).

Employment 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).

Amendment 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).

Employment 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).

Amendment 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).

Employment 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).

Amendment 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).

Form 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).

AutoLotto, Inc.

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).

Form 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).

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

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).

Form 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).

Form 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).

Form 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).

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

Consulting 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).

Master 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).

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

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

1 unchanged sentence

and United Capital Investments London Limited.

Business 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).

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).

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

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

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 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

Amendment 1 to Nook Holdings Share Purchase Agreement

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

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.

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XBRL Taxonomy Extension Presentation Linkbase Document.

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

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

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

9 unchanged sentences

management contract or compensatory plan or arrangement.

Form 10-K Summary

Form 10-K/A 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

8 unchanged sentences

Executive Officer

April 3, 2024

Matthew McGahan

Executive Officer)

Matthew McGahan

April 3, 2024

Barney Battles

April 3, 2024

Christopher Gooding

April 3, 2024

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