Form 8-K/A

8-K/A — Sports Entertainment Gaming Global Corp

Accession: 0001493152-26-021291

Filed: 2026-05-05

Period: 2026-02-17

CIK: 0001673481

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-10.70 (ex10-70.htm)

EX-10.71 (ex10-71.htm)

EX-10.72 (ex10-72.htm)

EX-10.73 (ex10-73.htm)

EX-10.74 (ex10-74.htm)

EX-10.75 (ex10-75.htm)

EX-10.76 (ex10-76.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex10-70_001.jpg)

GRAPHIC (ex10-70_002.jpg)

GRAPHIC (ex10-75_001.jpg)

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8-K/A

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2026-02-17

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SEGG:CommonStockParValue0.001PerShareMember

2026-02-17

0001673481

SEGG:WarrantsToPurchaseOneShareOfCommonStockEachAtPurchasePriceOf2300.00Member

2026-02-17

iso4217:USD

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xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): February 17, 2026

Sports

Entertainment Gaming Global Corporation

(Exact

name of Registrant as specified in its charter)

Delaware

001-38508

No.

81-1996183

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

5049

Edwards Ranch Road, 4th Floor,

Fort Worth,

Texas

71609

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (737) 587-3391

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common

Stock, par value $0.001 per share

SEGG

The

Nasdaq Stock Market LLC

Warrants

to purchase one share of common stock, each at a purchase price of $2,300.00

LTRYW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY

NOTE

February 23, 2026, Sports Entertainment Gaming Global Corporation (the “Company”) filed a Current Report on Form 8-K (the

“Original Report”) to report entry into materially definitive agreements and the completion of the acquisition for

controlling interest in Veloce Esports Limited, a private company in England and Wales (“Veloce”).

The Company is hereby filing this Current Report on Form 8-K/A (the “Amendment”) to amend Item 9.01 of the Original Report

to present the required financial statements and pro forma financial information. Except for the filing of such financial statements

and pro forma financial information, this Amendment does not modify or update the Original Report.

Item

9.01. Financial Statements and Exhibits.

(a)

Financial

Statements of Business Acquired.

The

unaudited financial statements of Sports Entertainment Gaming Global Corporation as of and for the year ended December 31, 2025,

and the related notes are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

(b)

Pro

Forma Financial Information.

The

unaudited pro forma condensed combined financial statements of the Company, giving effect to the acquisition of Veloce, which includes

the unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 and the unaudited pro forma condensed consolidated

statement of operations for the year ended December 31, 2025, and the related notes, are incorporated herein by reference as Exhibit

99.1 hereto.

The

pro forma financial information included in this Amendment has been presented for informational purposes only and is not necessarily

indicative of the combined financial position or results of operations that would have been realized had the acquisition of Veloce occurred

as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations

that the Company will experience after the acquisition of Veloce.

(d)

Exhibits.

Exhibit

No.

Description

10.70*

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

10.71*

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

10.72*

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

10.73*

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

10.74*

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

10.75*

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

10.76*

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

99.1*

The

unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Veloce Esports Limited,

which includes the unaudited pro forma condensed combined balance sheet as of December 31, 2025 and the unaudited pro forma condensed

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned hereunto duly authorized.

Sports

Entertainment Gaming Global Corporation

Date:

May 05, 2026

By:

/s/

Robert J. Stubblefield

Robert

J. Stubblefield

Chief

Financial Officer and [Interim] CEO & President

EX-10.70

Filename: ex10-70.htm · Sequence: 2

Exhibit

10.70

DATED

18 FEBRUARY 2026

THE

SELLER

AND

THE

BUYER

PURCHASE AGREEMENT

for

the sale and purchase of certain shares in the issued share capital of

VELOCE

ESPORTS LIMITED

THIS

AGREEMENT is made on 18 February 2026

PARTIES:

(1) DANIEL

BAILEY of Mulberry Barn, Church Lane, Rotherfield Peppard, Henley on Thames, Oxfordshire,

RG9 5JL (the “Seller”); and

(2) SPORTS

ENTERTAINMENT GAMING GLOBAL CORPORATION (trading as SEGG MEDIA and formerly known as

LOTTERY.COM INC.), a corporation incorporated and registered in the State of Delaware, USA

(with file number 5991629 and whose principal place of business is 5049 Edwards Ranch Road,

4th Floor, Fort Worth, TX 76109) (the “Buyer”).

IS AGREED as follows:

1 DEFINITIONS

AND INTERPRETATION

1.1 In

this Agreement unless the context otherwise requires:

“Business

Day” means any day other than a Saturday, Sunday or public holiday in England, Texas (USA) or Delaware (USA);

“Buyer’s

Group” means the Buyer, the subsidiaries of the Buyer, any company of which the Buyer is a subsidiary from time to time (its

holding company) and any other subsidiaries from time to time of that holding company, each such company being a “member of

the Buyer’s Group”;

“Call

Option” has the meaning set out in clause 6.1;

“Company”

means Veloce Esports Limited, a private company limited by shares incorporated in England and Wales with registered number 11135021 and

having its registered office at 58a Bronsart Road, London, England, SW6 6AA;

“Completion”

means completion of the sale and purchase of the Sale Shares by the performance by the parties of their respective obligations under

clause 4;

“Completion

Date” means the date of this Agreement;

“Consideration

Shares” means 272,000 shares of common stock of the Buyer;

“Counsel”

means a barrister of not less than 10 years standing, having experience in claims similar to a relevant Outstanding Claim, as agreed

by the Seller and the Buyer, or failing such agreement, as appointed by the President for the time being of the Law Society in England

and Wales on the application of either party;

“Data

Room” has the meaning given in the Subscription Agreement;

“Deferred

Payment” has the meaning given in clause 9.15;

“Deferred

Payment Date” has the meaning given in clause 9.15;

“Disclosed”

has the meaning given in the Subscription Agreement;

“Disclosure

Letter” has the meaning given in the Subscription Agreement;

“Due

Amount” means an amount due for payment by the Seller to the Buyer in respect of a Resolved Claim;

“enactment”

means any statute or statutory provision (whether of the United Kingdom or elsewhere), subordinate legislation (as defined by section

21(1) Interpretation Act 1978) and any other subordinate legislation made under any such statute or statutory provision;

“Encumbrance”

means any mortgage, charge, pledge, lien, assignment, option, restriction, claim, right of pre-emption, right of first refusal, third

party right or interest or other encumbrance, security interest or other arrangement having similar effect;

“Estimated

Liability” means in relation to an Outstanding Claim, a bona fide estimate of the amount of the Seller’s liability to

the Buyer if the Outstanding Claim were to be resolved in the Buyer’s favour, as shall initially be determined by the Buyer at

the relevant Deferred Payment Date, and as shall be subsequently agreed or determined in accordance with clause 9.16;

“Exercise

Notice” means the written notice given in by the Seller or the Buyer, as the case may be, substantially in the form set out

Schedule 1 to this Agreement;

“First

Call Option Shares” means 25% of the number of Consideration Shares issued to the Seller on Completion (rounded up to the nearest

whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance with clause

5.4;

“First

Option Exercise Period” means the period of ten Business Days commencing on (and including) the First Reference Date;

“First

Put Option Shares” means 50% of the number of Consideration Shares issued to the Seller by the Buyer on Completion (rounded

up to the nearest whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance

with clause 5.4;

“First

Reference Date” means 16 August 2026, or if such date is not a Business Day, the next Business Day thereafter;

“holding

company” means a holding company as defined by section 1159 CA 2006;

“Nominated

Account” means the following bank account:

Name

on Account: Daniel Bailey Esq

Bank:

Coutts & Co

Sort

Code: 18-00-02

Account

Number: 00602876

IBAN:

GB76 COUT 1800 0200 6028 76

BIC/Swift:

COUTGB22

such other account as the Seller may notify to the Buyer in writing from time to time;

“Option”

means the Call Option or the Put Option;

“Option

Completion” means the completion of the exercise of the relevant Option as described in clause 6.10;

“Option

Shares” means the Call Option Shares or the Put Option Shares, as applicable;

“Outstanding

Claim” means a Relevant Claim that has been notified by the Buyer to the Seller in accordance with this Agreement, but which

is not a Resolved Claim as at the relevant Deferred Payment Date;

“Purchase

Price” has the meaning set out in clause 3.1;

“Put

Option” has the meaning set out in clause 6.1;

“Put

Option Shares” means all of the Consideration Shares held by the Seller on the date of the Exercise Notice;

“Reserved

Sum” has the meaning given in clause 9.15(b);

“Resolved

Claim” means a Relevant Claim that has either been:

(a) agreed

in writing between the Buyer and the Seller as to both liability and quantum;

(b) finally

determined (as to both liability and quantum) by a court of competent jurisdiction from which

there is no right of appeal, or from whose judgment the parties are debarred (by passage

of time or otherwise) from making an appeal; or

(c)

unconditionally withdrawn

by the Buyer in writing;

“Sale

Shares” means the:

(a) 2,058

B1 Ordinary Shares of £0.01 each in the capital of the Company; and

(b) 1

B2 Ordinary Share of £0.01 each in the capital of the Company,

held

by the Seller;

“Second

Call Option Shares” means 25% of the number of Consideration Shares issued to the Seller on Completion (rounded up to the nearest

whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance with clause

5.4;

“Second

Option Exercise Period” means the period of ten Business Days commencing on (and including) the Second Reference Date;

“Second

Put Option Shares” means 50% of the number of Consideration Shares issued to the Seller by the Buyer on Completion (rounded

up to the nearest whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance

with clause 5.4;

“Second

Reference Date” means 30 April 2027, or if such date is not a Business Day, the next Business Day thereafter;

“Subscription

Agreement” means the subscription agreement entered into by the Buyer and the Company on 11 July 2025, as varied from time

to time between 11 July 2025 and the date of this Agreement (both dates inclusive) but, for the avoidance of doubt, excluding any variations

or amendments made after the date of this Agreement;

“subsidiary”

means a subsidiary as defined by section 1159 CA 2006; and

“Warranty”

has the meaning given in the Subscription Agreement.

1.2 In

this Agreement unless the context otherwise requires:

(a) references

to a clause are to a clause of this Agreement;

(b) references

to this Agreement or any other document or to any specified provision in any of them are

to this Agreement, that document or that provision as in force for the time being and as

amended from time to time in accordance with their terms or, as the case may be, with the

agreement of the relevant parties;

importing the singular include the plural and vice versa, words importing a gender include

every gender and references to persons include corporations, partnerships and other unincorporated

associations or bodies of persons;

(d) the

words and phrases “other”, “including” and “in particular”

shall not limit the generality of any preceding words or be construed as being limited to

the same class as the preceding words where a wider construction is possible;

(e) a

reference to any enactment shall include:

(i) any

provision which it has re-enacted (with or without modification) or modified; and

(ii) that

enactment as re-enacted, replaced or modified from time to time, whether before, on or after

the date of this Agreement,

but

any such changes taking effect after the date of this Agreement shall not impose any additional liability or obligation on any of the

parties or deprive any of them of any right, in each case under this Agreement; and

(f) references

to “writing” or “written” includes e-mail and any other method of

reproducing words in a legible and non-transitory form.

1.3 The

contents table and the descriptive headings to clauses in this Agreement are inserted for

convenience only, have no legal effect and shall be ignored in interpreting this Agreement.

1.4 Any

reference to the Consideration Shares for the purposes of clauses 5.2 to 5.4 and the Option

Shares for the purposes of clause 6 shall be deemed to include any shares of common stock

in the Buyer held by the Seller arising out of the consolidation, conversion or subdivision

of any of the Consideration Shares, or acquired by any issue of shares of common stock in

the Buyer by way of dividend, distribution, bonus issue or by way of capitalisation of profits

or reserves, or in exchange or substitution for any of the Consideration Shares (each of

the foregoing being a “Reorganisation”). If a Reorganisation occurs after

the date of this Agreement but before Option Completion, all shares, stock and other securities

(if any) to which the Seller (or its nominees) become legally or beneficially entitled as

a result of each such Reorganisation, and which derive (whether directly or indirectly) from

the Consideration Shares, shall be deemed to be subject to the restrictions in clauses 5.2

to 5.4 and the Options in clause 6, and the US $10.00 amounts referred to throughout clause

6 shall be adjusted appropriately to take account of the Reorganisation.

2 SALE

AND PURCHASE OF THE SALE SHARES

2.1 The

Seller shall on Completion sell to the Buyer the Sale Shares with full title guarantee and

free from any Encumbrance, and the Buyer shall purchase the Sale Shares from the Seller.

2.2 Title

to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion

and the Sale Shares shall be sold and purchased together with all rights and benefits attached

or accruing to them at Completion (including the right to receive any dividends, distributions

or returns of capital declared, paid or made by the Company on or after Completion).

2.3 Neither

the Seller nor the Buyer shall be obliged to complete the sale and purchase of the Sale Shares

under this Agreement unless the sale and purchase of all of the Sale Shares under this Agreement

are completed simultaneously.

3 PURCHASE

PRICE

3.1 The

purchase price for the Sale Shares shall be £2,672,129 (the “Purchase Price”),

which shall be paid or satisfied by the Buyer to the Seller as follows:

(a) £672,129

shall be paid in cash in GBP in accordance with clauses 3.2 and 3.3 (the “Cash Consideration”);

and

(b) £2,000,000

shall be satisfied on Completion (or as soon as reasonably practicable, and in any event

within five Business Days, thereafter) by the Buyer issuing the Consideration Shares to the

Seller, credited as fully paid. For these purposes, the Buyer and the Seller acknowledge

and agree that the value of each Consideration Share for the purposes of this Agreement is

£7.35 (rounded, and being the agreed GBP equivalent of US $10 as at the date of this

Agreement).

3.2 The

Cash Consideration shall be paid by the Buyer to the Seller in the following instalments

and on the following payment dates (or if such payment date is not a Business Day, the next

Business Day thereafter):1

Cash

Consideration Amount

Payment

Date

3.3 All

cash amounts to be paid by the Buyer to the Seller under this Agreement shall be paid by

way of electronic transfer of immediately available cleared funds into the Nominated Account.

Each payment made to the Nominated Account shall discharge the obligations of the Buyer in

relation to the amount so paid, and the Buyer shall have no obligation as to its distribution

to the Seller.

Instalments and payment dates to be agreed in a side letter to be entered into by the parties as soon as reasonably practicable after

Completion.

3.4 The

Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer

for each and any claim under the Agreement.

4 COMPLETION

4.1 At

Completion, the Seller shall deliver to the Buyer or authorised representatives of the Buyer

(to the extent not previously delivered or provided):

(a) transfer(s)

in respect of the Sale Shares duly executed and completed in favour of the Buyer; and

(b) all

share certificates in respect of the Sale Shares or indemnities in lieu thereof, in a form

agreed between the parties.

4.2 At

Completion, the Buyer shall issue the Consideration Shares to the Seller, credited as fully

paid and issued, or otherwise procure that the Consideration Shares will be issued as soon

as reasonably practicable, and in any event within five Business Days, thereafter.

5 CONSIDERATION

5.1 Except

for the restrictions set out in this Agreement, the Consideration Shares shall rank pari

passu in all respects with the existing shares of common stock of the Buyer, including the

right to receive all dividends declared, made or paid after the Completion Date (save that

they shall not rank for any dividend or other distribution declared made, or paid by reference

to a record date before the Completion Date).

5.2 The

Seller undertakes to the Buyer that the Seller shall not at any time before the expiry of

the First Option Exercise Period (or, if the Buyer has exercised the Call Option within the

First Option Exercise Period, the date of Option Completion as set out in the Exercise Notice)

sell, transfer or otherwise dispose of, or create any Encumbrance over, any of the Consideration

Shares (or any interest in them), or enter into any agreement to do so, except in accordance

with clause 5.4.

5.3 In

addition to the undertaking set out in clause 5.2, the Seller undertakes to the Buyer that

he or it shall not at any time before the expiry of the Second Option Exercise Period (or,

if the Buyer has exercised the Call Option in the Second Option Exercise Period, the date

of Option Completion as set out in the Exercise Notice) sell, transfer or otherwise dispose

of, or create any Encumbrance over, more than 50% of the Consideration Shares (or any interest

in them), or enter into any agreement to do so, except in accordance with clause 5.4.

5.4 Nothing

in clauses 5.2 and 5.3 shall prevent the Seller from selling, transferring or otherwise disposing

of any Consideration Shares (or any interest in them):

(a) in

connection with any takeover of the whole of the shares of common stock of the Buyer which

is recommended by a majority of the Buyer’s board of directors;

(b) with

the prior written consent of the Buyer; or

accordance with clause 9.20 of this Agreement.

5.5 The

Seller acknowledges and agrees that:

(a) none

of the Consideration Shares will be eligible under Rule 144 of the US Securities Act of 1933

(as amended) for the period upon which the restrictions in clause 5.2 apply; and

(b) 50%

of the Consideration Shares will not be eligible under Rule 144 of the US Securities Act

of 1933 (as amended) for the period upon which the restrictions in clause 5.3 apply.

5.6 The

Seller acknowledges and agrees that the Buyer will be granted and hold voting proxies on

behalf of the Seller:

(a) in

respect of such number of the Consideration Shares (up to a maximum of 50% of the Consideration

Shares); and

(b) for

all or any part (or parts) of the period from the Completion Date until the Second Reference

Date,

the extent required, in the reasonable opinion of the Buyer, for the purposes of preventing (i) the existing shareholders of the Company

prior to the date of this Agreement, whether individually or by acting in concert, from having, or being deemed to have, control of the

Buyer or (ii) the Buyer from being required to make public filings in respect of the relationship of the existing shareholders as a voting

bloc or persons acting in concert, in each case, under any applicable law, the rules of any stock exchange upon which the shares of the

Buyer are traded (including NASDAQ), in accordance with the requirements of the Securities and Exchange Commission or for any other regulatory

purpose.

6 CONSIDERATION

SHARES PUT AND CALL OPTIONS

6.1 The

Buyer grants to the Seller (i) an option to require the Buyer to purchase the First Put Option

Shares (the “First Put Option”) and (ii) an option to require the Buyer

to purchase the Second Put Option Shares (the “Second Put Option”), and

the Seller grants to the Buyer (iii) an option to purchase the First Call Option Shares (the

“First Call Option”) and an option to purchase the Second Call Option

Shares (the “Second Call Option”), in each case, subject to and in accordance

with the terms of this clause 6.

6.2 The

First Put Option may only be exercised by the Seller in the First Option Exercise Period

if the Volume Weighted Average Price (“VWAP”) of each share of common

stock of the Buyer for the five (5) trading days prior to (and including) the First Reference

Date is less than US $10.00.

6.3 The

Second Put Option may only be exercised by the Seller in the Second Option Exercise Period

if the VWAP of each share of common stock of the Buyer for the five (5) trading days prior

to (and including) the Second Reference Date is less than US $10.00.

6.4 The

First Call Option may only be exercised by the Buyer in the First Option Exercise Period

if the VWAP of each share of common stock of the Buyer for the five (5) trading days prior

to (and including) the First Reference Date is more than US $10.00 and may only be exercised

by the Buyer on one occasion.

6.5 The

Second Call Option may only be exercised by the Buyer in the Second Option Exercise Period

if the VWAP of each share of common stock of the Buyer for the five (5) trading days prior

to (and including) the Second Reference Date is more than US $10.00 and may only be exercised

by the Buyer on one occasion.

6.6 The

First Put Option may be exercised by the Seller giving an Exercise Notice to the Buyer, and

the First Call Option may be exercised by the Buyer giving an Exercise Notice to the Seller,

at any time within the First Option Exercise Period (subject always to the relevant condition

in clause 6.2 or 6.4, as the case may be, being satisfied).

6.7 The

Second Put Option may be exercised by the Seller giving an Exercise Notice to the Buyer,

and the Second Call Option may be exercised by the Buyer giving an Exercise Notice to the

Seller, at any time within the Second Option Exercise Period (subject always to the relevant

condition in clause 6.3 or 6.5, as the case may be, being satisfied).

6.8 The

Exercise Notice shall include (i) the date upon which the Exercise Notice is given, (ii)

a statement to the effect that the First Put Option, Second Put Option, First Call Option

or Second Call Option (as the case may be) is being exercised, and (iii) a date, which is

no less than five and no more than 15 Business Days after the date of the Exercise Notice,

on which Option Completion is to take place. An Exercise Notice may not be revoked once given.

6.9 The

consideration payable by the Buyer to the Seller on the completion of the exercise of the

relevant Option (“Option Consideration”) shall be US $10.00 per each Option

Share, satisfied in full in cash in USD at Option Completion.

6.10 Option

Completion shall take place remotely (or at such other place as is agreed by the parties

in writing) on the date specified in the Exercise Notice (or such later date as the parties

may agree in writing). At Option Completion:

(a) the

Buyer shall pay the Option Consideration to the Seller in USD in accordance with clause 3.3;

and

(b) the

Seller shall deliver to the Buyer such form of stock power or stock transfer form in respect

of the Option Shares (“Transfer Instruments”) or provide such instructions

to its broker, custodian or transfer agent (“Transfer Instructions”),

in each case, as the Buyer may reasonably require to transfer the Option Shares to the Buyer.

6.11 The

Option Shares shall be sold with full title guarantee free from all Encumbrances and with

all rights and benefits attached or accruing to them at Option Completion (including the

right to receive any dividends, distributions or returns of capital declared, paid or made

by the Buyer on or after Option Completion).

6.12 If

the Buyer has complied with its obligation to pay the Option Consideration in accordance

with clause 6.10(a) and the Seller fails to comply with its obligations under clause 6.10(b),

any director or officer of the Buyer may give a good discharge for the Option Consideration

on behalf of the Seller and may execute and deliver to the Buyer the Transfer Instruments

and give the Transfer Instructions on behalf of the Seller. The Seller hereby:

(a) irrevocably

and by way of security for its obligations under this Agreement appoints any one director

or officer of the Buyer nominated in writing by the Buyer as its attorney following the exercise

of the relevant Option to execute, on the Seller’s behalf, the Transfer Instruments,

to give, on the Seller’s behalf, the Transfer Instructions, and to execute such other

documents and do all such other acts as may be necessary to transfer title to the Option

Shares to the Buyer; and

(b) authorises

the directors and officers of the Buyer to approve the registration of such Transfer Instruments

or other documents.

7 POST

COMPLETION MATTERS

7.1 The

Seller undertakes that for so long as it remains the registered holder of any of the Sale

Shares, it shall:

(a) hold

such shares and the dividends and other distributions of profits or surplus or other assets

declared, paid or made in respect of them on or after Completion and all rights arising out

of or in connection with them in trust for the Buyer; and

(b) deal

with and dispose of such shares and all such dividends, distributions and rights as are described

in clause 7.1(a) as the Buyer may direct.

7.2 The

Seller appoints the Buyer (subject as specified in clause 7.3) as its lawful attorney for

the sole purpose of signing any written resolution (or receiving notices of and attending

and voting at all meetings) of the members of the Company from Completion to the day on which

the Buyer or its nominee is validly entered in the register of members of the Company as

the holder of the shares referred to in clause 7.1 and for that purpose the Seller authorises:

(a) the

Company to send any written resolutions, notices or other communications in respect of their

holding of Sale Shares to the Buyer; and

(b) the

Buyer to complete in such manner as it thinks fit and to return written resolutions, proxy

forms, consents to short notice and any other document required to be signed by it in its

capacity as a member.

7.3 The

power of attorney in clause 7.2 does not authorise the Buyer to pass any resolution:

(a) under

section 102 or 109 CA 2006 to re-register the Company as an unlimited company; or

(b) which

would or might otherwise result in any additional liability of any nature falling directly

or indirectly on the Seller (including by acquiring nil paid or partly paid shares in the

capital of any company or shares in an unlimited company in the name of the Seller) and the

appointment in clause 7.2 shall terminate in respect of the Seller on the date on which the

Buyer is validly registered as a shareholder in the Company in respect of all of the Sale

Shares.

7.4 The

Seller shall, execute or, so far as is within its power, procure that any relevant third

party shall execute all such documents and/or do or, so far as each is able, procure the

doing of such acts and things as the Buyer shall after Completion reasonably require in order

to vest the beneficial ownership of the Sale Shares in the Buyer.

7.5 The

Buyer shall use reasonable endeavours to provide the Seller with access to the Buyer’s

broker in order to facilitate the sale of the Seller’s shares in the Buyer as and when

such shares are unrestricted and the Seller elects to make any such sale.

8 DEFAULT

8.1 If

all or any part of an instalment of the Cash Consideration is not paid on the applicable

payment date set out in clause 3.2, or all or any part of the Option Consideration is not

paid at Option Completion (such amount due but unpaid being an “Overdue Sum”)

then:

(a) should

such Overdue Sum remain outstanding by the date falling 10 days after the applicable payment

date but be paid before the date falling 20 days after the applicable payment date then the

Buyer shall pay an amount equal to 105% of the Overdue Sum to the Seller in accordance with

clause 3.3 in satisfaction of its obligation to pay the Overdue Sum;

(b) should

such Overdue Sum remain outstanding by the date falling 20 days after the applicable payment

date but be paid before the date falling 30 days after the applicable payment date then the

Buyer shall pay an amount equal to 110% of the Overdue Sum to the Seller in accordance with

clause 3.3 in satisfaction of its obligation to pay the Overdue Sum;

such Overdue Sum remain outstanding by the date falling 30 days after the applicable payment

date (“Prolonged Default Date”), on each day after (and including) the

Prolonged Default Date that the Overdue Sum remains outstanding, the Buyer shall immediately

issue to the Seller such number of shares of common stock of the Buyer (“Prolonged

Default Compensation Shares”) as shall be determined by dividing:

(i) $450

x (Overdue Sum/100,000)

(ii) the

VWAP of each share of common stock of the Buyer for the five (5) trading days prior to (and

excluding) the relevant date upon which the relevant Prolonged Default Compensation Shares

are to be issued,

which

process shall repeat every day after the Prolonged Default Date until an amount equal to 110% of the Overdue Sum has been repaid in full

(whether before or after judgement). The Prolonged Default Compensation

Shares shall be credited as fully paid, shall rank pari passu in all respects with the existing shares of common stock of the Buyer,

including the right to receive all dividends declared, made or paid after their issue date (save that they shall not rank for any dividend

or other distribution declared made, or paid by reference to a record date before their issue date); and shall be unrestricted and freely

tradeable immediately after their issue date; and

(d) should

such Overdue Sum remain outstanding on the date falling 60 days after the applicable payment

date (“Conversion Date”), the Buyer shall on the Conversion Date issue

to the Seller such number of shares of common stock of the Buyer (“Conversion Shares”)

as shall be determined by dividing:

(i) 110%

of the Overdue Sum;

(ii) the

VWAP of each share of common stock of the Buyer for the five (5) trading days prior to (and

excluding) the Conversion Date,

rounded

up to the nearest whole number of Conversion Shares, and such issue of the Conversion Shares shall constitute good and valid discharge

of the obligation of the Buyer to pay 110% of the Overdue Sum to the Seller. The Conversion Shares shall be credited as fully paid, shall

rank pari passu in all respects with the existing shares of common stock of the Buyer, including the right to receive all dividends declared,

made or paid after their issue date (save that they shall not rank for any dividend or other distribution declared made, or paid by reference

to a record date before their issue date); and shall be unrestricted and freely tradeable immediately after their issue date.

9 SELLER

WARRANTIES, LIMITATIONS, WITHHOLDING AND SET-OFF

9.1 The

Seller warrants to the Buyer that:

(a) the

Seller is the sole legal and beneficial owner and the sole registered holder of the Sale

Shares;

(b) the

Seller is entitled to sell and transfer the full legal and beneficial interest in the Sale

Shares to the Buyer on the terms of this Agreement;

Seller has the power and authority to enter into and perform its obligations under this Agreement;

(d) when

executed, the Seller’s obligations under this Agreement will be binding on it;

(e) the

execution and delivery of, and performance by the Seller of its obligations under this Agreement

will not result in any breach of applicable law; and

(f) at

Option Completion, the Seller will be the sole legal and beneficial owner and the sole registered

holder of the Option Shares (excluding any shares transferred by the Seller prior to Option

Completion in accordance with clause 5.4);

(g) at

Option Completion, the Seller will be entitled to sell and transfer the full legal and beneficial

interest in the Option Shares to the Buyer on the terms of this Agreement (excluding any

shares transferred by the Seller prior to Option Completion in accordance with clause 5.4).

9.2 The

Seller warrants to the Buyer that each Warranty in the Subscription Agreement is true at

the date of this Agreement, subject only to:

(a) any

matters Disclosed in the documents contained in the Data Room;

(b) any

matters Disclosed in the Disclosure Letter; and

exceptions expressly provided for in the remainder of this clause 9,

and

clauses 4.3 and 4.6 of the Subscription Agreement shall apply on a mutatis mutandis basis in this Agreement.

9.3 The

Seller acknowledges and agrees that the warranties given pursuant to clause 9.2 are given

to the Buyer in respect of:

(a) the

transfer of the Sale Shares; and

(b) the

transfer of shares in the capital of the Company to the Buyer from Crimson Swordblade Limited,

Andrew Webb, MPA Creative Limited, Darryl Eales, James MacLaurin and Jack Clarke pursuant

to each share purchase agreement entered into by the Buyer and each such person on or about

the date of this Agreement (the “Other Share Transfers”),

and

the Seller agrees that its liability for any losses arising from a breach of the warranties given by him pursuant to clause 9.2 shall

also extend to any losses suffered or incurred by the Buyer in relation to the Other Share Transfers.

9.4 The

rights and remedies of the Buyer in respect of any breach of clause 9.1 (a “Fundamental

Warranty Claim”) or clause 9.2 (“General Warranty Claim”) shall

not be affected by Completion or any investigation made by or on behalf of the Buyer into

the affairs of the Company.

9.5 The

limitations set out in clauses 9.6 to 9.14 shall not apply to any Fundamental Warranty Claim

or General Warranty Claim (each a “Warranty Claim”) which is the consequence

of fraud or wilful concealment by or on behalf of the Seller.

9.6 No

Warranty Claim may be made against the Seller unless written notice of such Warranty Claim

is served on the Seller, giving reasonable details of the Warranty Claim (including to the

extent the Buyer is aware, the nature of the liability and quantum of the Warranty Claim),

within:

(a) in

the case of a Fundamental Warranty Claim, the three-year period commencing on the date of

this Agreement; or

(b) in

the case of a General Warranty Claim, the 18-month period commencing on the date of this

Agreement.

9.7 The

Seller shall not be liable for a Warranty Claim unless proceedings have been issued within

6 months of the applicable date the notice referred to in clause 9.6 is given, and if proceedings

have not been issued on or before expiry of such 6 month period, the Warranty Claim shall

be deemed to have been irrevocably withdrawn and the Seller shall have no further liability

in respect of that Warranty Claim.

9.8 The

aggregate liability of the Seller in respect of all and any Warranty Claims shall be limited

to an amount equal to the amount of the Purchase Price actually received by the Seller (whether

paid in cash or satisfied by the issue of Consideration Shares), or which would have been

received but for any set-off or withholding in accordance with clauses 9.15 to 9.20.

9.9 The

Seller shall not be liable for a General Warranty Claim unless:

(a) the

Seller’s liability in respect of that General Warranty Claim (together with any connected

General Warranty Claims) exceeds £25,000; and

(b) the

amount of the Seller’s liability in respect of that Warranty General Claim when aggregated

with the Seller’s liability for all other Warranty General Claims (other than those

excluded under clause 9.9(a) above), exceeds an amount equal to 1% of the Purchase Price,

in which case the Seller shall be liable for the whole amount claimed (and not just the amount

above the threshold specified in this clause 9.9(b) excluding any costs or expenses of the

Buyer in connection with bringing any General Warranty Claims).

For

the purpose of this clause, a General Warranty Claim is connected with another General Warranty Claim if they arise from the same event,

facts or circumstances.

9.10 The

limitations in clause 4.14 of the Subscription Agreement shall apply on a mutatis mutandis

basis in this Agreement.

9.11 The

Buyer shall be entitled to make a Warranty Claim in respect of any liability which is contingent

or unascertained provided that written notice of the Warranty Claim (giving as far as practical

the amount and details of the General Warranty Claim) is given to the Seller before the expiry

of the relevant period specified in clause 9.6 and the Seller shall not be liable to make

any payment in respect of such Warranty Claim unless and until the liability becomes an actual

liability or (as the case may be) becomes capable of being quantified.

9.12 Nothing

in this Agreement shall prejudice the Buyer’s duty under common law to mitigate any

loss or liability which is the subject of a Warranty Claim.

9.13 The

Seller shall not be liable more than once for the same loss.

9.14 The

Buyer agrees that damages for a Warranty Claim shall be its only remedy and that it shall

not be entitled to the remedy of rescission.

9.15 If

on any date other than the Completion Date (a “Deferred Payment Date”)

any amount, whether payable in cash or shares in the common stock of the Buyer, (a “Deferred

Payment”) is due from the Buyer to the Seller under this Agreement:

(a) a

Due Amount (or any part of it) is unpaid, the Buyer shall be entitled (at its sole discretion)

to satisfy all (to the extent possible) or part of the Seller’s liability for the Due

Amount through set-off against the relevant Deferred Payment, and to treat its obligation

to make the relevant Deferred Payment as being reduced by the amount so set off; and/or

(b) there

is an Outstanding Claim, the Buyer shall be entitled (at its sole discretion) to:

(i) withhold

from the relevant Deferred Payment an amount equal to the Estimated Liability in respect

of that Outstanding Claim or, if lower, the full amount of the relevant Deferred Payment

(such amount, which may be adjusted pursuant to clause 9.16, being the “Reserved

Sum”); and

(ii) defer

payment of the relevant Reserved Sum until such time as the Outstanding Claim has become

a Resolved Claim.

9.16 Where

clause 9.15(b) applies, the Buyer and the Seller shall use all reasonable endeavours to agree

the Estimated Liability in respect of the Outstanding Claim as soon as possible, and in any

event, within the period of five Business Days following the Deferred Payment Date. Failing

such agreement, the following procedure shall apply:

(a) determination

of the Estimated Liability shall be referred to Counsel at the request of either party;

(b) Counsel

shall be requested to provide their determination of the Estimated Liability within 15 Business

Days of accepting their appointment (or such other period as the parties may otherwise agree

with Counsel);

shall act as an expert and not as arbitrator and their determination regarding the amount

of the Estimated Liability shall, in the absence of manifest error, be final and binding

on the parties; and

(d) if

Counsel determines that the Estimated Liability is:

(i) equal

to or greater than an amount equal to 90% of the Buyer’s determination of the Estimated

Liability, Counsel’s fees shall be paid for solely by the Seller; or

(ii) less

an amount equal to 90% of the Buyer’s determination of the Estimated Liability, Counsel’s

fees shall be paid for solely by the Buyer.

The

amount of the Reserved Sum withheld by the Buyer shall be adjusted, to the extent necessary, to reflect any agreement or determination

of the Estimated Liability pursuant to this clause 9.16.

9.17 In

the event that the Buyer withholds a Reserved Sum pursuant to clause 9.15(b) in respect of

an Outstanding Claim, on that claim becoming a Resolved Claim the Buyer shall:

(a) be

entitled (at its sole discretion) to satisfy all (to the extent the Reserved Sum is sufficient)

or part of the Seller’s liability for the Due Amount for the relevant Resolved Claim

through set-off against the corresponding Reserved Sum, and to treat its obligation to pay

the Reserved Sum as being reduced by the amount set-off; and

(b) pay

to the Seller the remaining balance of the corresponding Reserved Sum (if any) after set-off

pursuant to clause 9.17(a). The Buyer shall make such payment (whether in cash or by the

issue of shares in the common stock of the Buyer, as the case may be in respect of the relevant

Deferred Payment) no later than three Business Days of the Outstanding Claim becoming a Resolved

Claim.

9.18 Nothing

in clauses 9.15 to 9.17 shall prejudice, limit or otherwise affect:

(a) any

right or remedy the Buyer may have against the Seller from time to time, whether arising

under this or any other agreement or at law; or

(b) the

Buyer’s right to recover against the Seller, whether before or after the relevant Deferred

Payment is made in accordance with this Agreement.

9.19 The

amount of a Reserved Sum withheld by the Buyer in accordance with this clauses 9.15 to 9.17

shall not be regarded as imposing any limit on the amount of any claims under this or any

other agreement or at law.

9.20 If

a Due Amount is not fully satisfied by set-off under clause 9.15(a) or clause 9.17:

(a) nothing

in this Agreement shall prevent or otherwise restrict the Buyer’s right to recover

the balance from the Seller, and the Due Amount (to the extent not so satisfied) shall remain

fully enforceable against the Seller; and

(b) the

Buyer shall be entitled by notice in writing (a “Clawback Notice”) to

require the Seller to transfer to the Buyer such number of Consideration Shares then held

by the Seller with an aggregate value, determined using the VWAP of each share of common

stock of the Buyer for the five (5) trading days prior to (and excluding) the date of the

Clawback Notice, as is nearest to the Due Amount (or, if not the full Due Amount, the relevant

part of the Due Amount that the Buyer may specify in the Clawback Notice) based on a whole

number of shares (the “Clawback Shares”). Clauses 6.10 to 6.12 shall apply

on a mutatis mutandis basis to the transfer of the Clawback Shares (as if the Clawback

Notice were an Exercise Notice, the Clawback Shares were the Option Shares and completion

of the transfer of the Clawback Shares (the “Clawback Completion”) were

the Option Completion), provided that the Buyer shall be entitled to specify the date for

Clawback Completion in the Clawback Notice and the payment of the consideration for the Clawback

Shares shall be automatically satisfied by way of set-off against the Due Amount (or the

part of the Due Amount that the Buyer may specify in the Clawback Notice) at Clawback Completion.

9.21 Where

any amount is to be converted between GBP and USD for the purposes of clauses 9.15 to 9.20

(the date upon which such conversion is required being the “relevant date”),

such conversion shall be determined using the average spot rate of exchange (closing mid-point)

for the exchange of USD into GBP (or vice versa) as published in the London edition of the

Financial Times first published on the last Business Day prior to and excluding the relevant

date, or where no such rate of exchange is published in respect of that date, at the rate

quoted by www.oanda.com as at the close of business in London on the last Business Day prior

to and excluding relevant date (such average spot rate calculated by reference to the average

over the previous 10 Business Days immediately prior to and excluding the relevant date).

10 BUYER

WARRANTIES

10.1 The

Buyer warrants to the Seller that:

(a) it

has the power and authority to enter into and perform its obligations under this Agreement;

(b) it

has such power and authority as is required to issue the Consideration Shares to the Seller

and any other shares to be issued to the Seller, on the terms of this Agreement;

has obtained all such consents in respect of the issue of the Consideration Shares to the

Seller and any other shares to be issued to the Seller, on the terms of this Agreement;

(d) when

executed, its obligations under this Agreement will be binding on it; and

(e) the

execution and delivery of, and performance by it of its obligations under, this Agreement

will not result in any breach of applicable law.

11 GENERAL

PROVISIONS

11.1 Entire

Agreement

This

Agreement constitutes the entire agreement between the parties in relation to the sale and purchase of the Sale Shares and other matters

covered by it and supersedes any previous agreement between the parties in relation to those matters, which shall cease to have any further

effect.

11.2 Alterations

purported alteration or variation of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement

and is duly executed by each party to this Agreement.

11.3 Counterparts

This

agreement may be executed in any number of counterparts, each of which when executed constitutes a duplicate original, but all the counterparts

together constitute the one agreement. No counterpart shall be effective until each party has duly executed at least one counterpart.

11.4 Payment

of Costs

Each

party shall be responsible for its own legal and other costs incurred in relation to the negotiation, preparation and completion of this

Agreement and the transactions contemplated by this Agreement.

12 SUCCESSORS,

ASSIGNS AND THIRD PARTY RIGHTS

12.1 This

Agreement shall be binding on and shall enure for the benefit of the permitted assigns, personal

representatives and successors in title of each party.

12.2 None

of the parties (nor any other person entitled to enforce rights under this Agreement) may

assign the benefit of any rights, or transfer any of their obligations, under this Agreement,

except that, subject always to clause 12.3:

(a) the

Buyer may assign any of its rights under this Agreement to any other member of the Buyer’s

Group and this provision shall constitute any consent required of the Seller for those purposes,

provided that the Buyer shall procure that, if the assignee subsequently ceases to be a member

of the Buyer’s Group, the assignee shall assign the benefit of any of its rights under

this Agreement back to the Buyer; and

(b) the

Buyer may assign any of its rights in respect of the Call Option to any person, provided

that it transfers all of its obligations in respect of the Call Option to such person at

the same time, and the parties shall, and the Buyer shall procure that such person shall,

enter into any agreements or other documents as may reasonably be required to give effect

to such assignment and transfer.

12.3 In

the case of any assignment by the Buyer in accordance with clause 12.2, the liability of

the Seller will be no greater than such liability would have been had no such assignment

occurred, and unless and until the Seller receives notification of such assignment, the Seller

may deal with the Buyer in connection with all matters arising under this Agreement.

12.4 The

Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person

(including any employee, officer, agent, representative or sub-contractor of a party) other

than a party to this Agreement has the right (whether under the Contracts (Rights of Third

Parties) Act 1999 or otherwise) to enforce any term of this Agreement which expressly or

by implication confers a benefit on that person without the express prior agreement in writing

of the parties.

13 CONFIDENTIAL

INFORMATION

13.1 Each

party to this Agreement undertakes that it shall keep the terms of this Agreement, any information

that it has acquired that is confidential in nature concerning the other parties and any

information developed by either party in performing its obligations under, or otherwise pursuant

to this Agreement (“Confidential Information”) confidential and that it

shall not use or disclose the other party’s Confidential Information to any person,

except as permitted by clause 13.2.

13.2 A

party to this Agreement may:

(a) disclose

any Confidential Information to any of its employees, officers, representatives or advisers

(“Representatives”) who need to know the relevant Confidential Information

for the purposes of the performance of any obligations under this Agreement, provided that

such party must ensure that each of its Representatives to whom Confidential Information

is disclosed is aware of its confidential nature and agrees to comply with this clause 13

as if it were a party; and

(b) disclose

any Confidential Information as may be required by law, any court, any governmental, regulatory

or supervisory authority (including, without limitation, any securities exchange on which

the shares in the stock of the Buyer are traded) or any other authority of competent jurisdiction

to be disclosed.

14 NOTICES

14.1 Every

notice under this Agreement must be sent by e-mail and shall be deemed to be duly given if:

(a) in

the case of notices to the Seller, it is sent to the Seller at daniel@veloce.gg;

(b) in

the case of notices to the Buyer, it is sent to Robert Stubblefield at rob.stubblefield@lottery.com

and Amar Ali at amarali1978@gmail.com, with a copy (which shall not constitute notice) to

Severs@crowell.com,

to such other e-mail address or recipient as the relevant party may notify to the other party in accordance with this clause 14 from

time to time, provided that such other e-mail address or recipient shall take effect no earlier than three Business Days following the

date of such notice informing the other party of the new e-mail address or recipient.

14.2 Any

notice duly given within the meaning of clause 14 shall be deemed to have been both given

and received when such e-mail is sent.

14.3 For

the purposes of this clause 14 “notice” shall include any request, demand, instruction,

communication or other document. Each notice to be given under or in connection with this

Agreement shall be in English and if that notice is translated into any other language, the

English language text shall prevail.

15 APPLICABLE

LAW AND SUBMISSION TO JURISDICTION

15.1 This

Agreement and any issues, disputes or claims arising out of or in connection with it shall

be governed by and construed in accordance with English law.

15.2 Each

party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction

to settle any dispute or claim (including non-contractual disputes or claims) arising out

of or in connection with this Agreement or its subject matter or formation.

This

document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

SCHEDULE

FORM

OF EXERCISE NOTICE

[Name

of sender]

[Address

of sender]

To:

[Buyer][Seller]

[Address

of recipient]

[Date]

Dear [Buyer][Seller]

[First/Second]

[Put/Call] Option: Exercise Notice

[We][I]

refer to the share purchase agreement for the sale and purchase of certain shares in the issued share capital of Veloce Esports Limited

entered into between Daniel Bailey and Sports Entertainment Gaming Global Corporation (trading as SEGG Media and formerly known as Lottery.com

Inc.) on [date] (the “SPA”). Terms defined in the SPA shall have the same meanings when used in this notice,

which is an Exercise Notice for the purposes of the SPA.

[We][I]

hereby give you written notice, on the date set out above, that:

(a)

[we are][I am] exercising

the [First Put Option, Second Put Option, First Call Option or Second Call Option] in accordance with the terms of the SPA;

and

(b)

the date of Option Completion

shall be: [insert a date, which is no less than five and no more than 15 Business Days after the date of the Exercise Notice].

Yours faithfully,

[Signature]

EXECUTION

PAGES

SIGNED

AND DELIVERED AS A DEED by SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION, acting by a duly authorised signatory who, in accordance

with the laws of the State of Delaware, USA, is duly authorised to sign on its behalf, in the presence of:

)

/s/

Robert J. Stubblefield

(Sign here)

Robert J. Stubblefield

(Name of authorised signatory)

CFO, Interim

CEO & President

(Title of authorised signatory)

Witness signature:

/s/

Gregory Potts

Witness name:

Gregory Potts

Witness occupation:

chief operating

officer

Witness address:

5049 Edwards

Ranch Rd 4th floor, Fort worth, TX 76109

SIGNED

AND DELIVERED AS A DEED by DANIEL BAILEY in the presence of:

)

/s/

Daniel Bailey

(Sign

here)

Witness signature:

/s/

Leo Collier

Witness name:

Leo Collier

Witness occupation:

consultant

Witness address:

Pont street

London

swlx OBD

EX-10.71

Filename: ex10-71.htm · Sequence: 3

Exhibit

10.71

DATED

18 FEBRUARY 2026

THE

SELLER

AND

THE

BUYER

PURCHASE AGREEMENT

for

the sale and purchase of certain shares in the issued share capital of

VELOCE

ESPORTS LIMITED

THIS

AGREEMENT is made on 18 February 2026

PARTIES:

(1) DARRYL

EALES of Grey Mill, Grey Mill Lane, Wootton Wawen, Warwickshire, B95 6HL (the “Seller”);

and

(2) SPORTS

ENTERTAINMENT GAMING GLOBAL CORPORATION (trading as SEGG MEDIA and formerly known as

LOTTERY.COM INC.), a corporation incorporated and registered in the State of Delaware, USA

(with file number 5991629 and whose principal place of business is 5049 Edwards Ranch Road,

4th Floor, Fort Worth, TX 76109) (the “Buyer”).

IS AGREED as follows:

1 DEFINITIONS

AND INTERPRETATION

1.1 In

this Agreement unless the context otherwise requires:

“Advisory

Board Invitation Letter” means the letter from the Buyer to the Seller inviting the Seller to join the advisory board of its

Sports.com business division once created and constituted in the period of up to 90 days after Completion;

“Business

Day” means any day other than a Saturday, Sunday or public holiday in England, Texas (USA) or Delaware (USA);

“Buyer’s

Group” means the Buyer, the subsidiaries of the Buyer, any company of which the Buyer is a subsidiary from time to time (its

holding company) and any other subsidiaries from time to time of that holding company, each such company being a “member of

the Buyer’s Group”;

“Call

Option” has the meaning set out in clause 6.1;

“Company”

means Veloce Esports Limited, a private company limited by shares incorporated in England and Wales with registered number 11135021 and

having its registered office at 58a Bronsart Road, London, England, SW6 6AA;

“Completion”

means completion of the sale and purchase of the Sale Shares by the performance by the parties of their respective obligations under

clause 4;

“Completion

Date” means the date of this Agreement;

“Consideration

Shares” means 304,413 shares of common stock of the Buyer;

“enactment”

means any statute or statutory provision (whether of the United Kingdom or elsewhere), subordinate legislation (as defined by section

21(1) Interpretation Act 1978) and any other subordinate legislation made under any such statute or statutory provision;

“Data

Room” has the meaning given in the Subscription Agreement;

“Disclosed”

has the meaning given in the Subscription Agreement;

“Disclosure

Letter” has the meaning given in the Subscription Agreement;

“Encumbrance”

means any mortgage, charge, pledge, lien, assignment, option, restriction, claim, right of pre-emption, right of first refusal, third

party right or interest or other encumbrance, security interest or other arrangement having similar effect;

“Exercise

Notice” means the written notice given in by the Seller or the Buyer, as the case may be, substantially in the form set out

Schedule 1 to this Agreement;

“First

Call Option Shares” means 25% of the number of Consideration Shares issued to the Seller on Completion (rounded up to the nearest

whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance with clause

5.4;

“First

Option Exercise Period” means the period of ten Business Days commencing on (and including) the First Reference Date;

“First

Put Option Shares” means 50% of the number of Consideration Shares issued to the Seller by the Buyer on Completion (rounded

up to the nearest whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance

with clause 5.4;

“First

Reference Date” means 16 August 2026, or if such date is not a Business Day, the next Business Day thereafter;

“holding

company” means a holding company as defined by section 1159 CA 2006;

“Nominated

Account” means the following bank account:

Account

Bank:

Barclays Bank Plc

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Code: 20-77-62

Account:

40342254

IBAN:

GB39BUKB20776240342254

BIC:

BUKBGB22

such other account as the Seller may notify to the Buyer in writing from time to time;

“Option”

means the Call Option or the Put Option;

“Option

Completion” means the completion of the exercise of the relevant Option as described in clause 6.10;

“Option

Shares” means the Call Option Shares or the Put Option Shares, as applicable;

“Purchase

Price” has the meaning set out in clause 3.1;

“Put

Option” has the meaning set out in clause 6.1;

“Put

Option Shares” means all of the Consideration Shares held by the Seller on the date of the Exercise Notice;

“Sale

Shares” means the 3,098 A Ordinary Shares of £0.01 each in the capital of the Company held by the Seller;

“Second

Call Option Shares” means 25% of the number of Consideration Shares issued to the Seller on Completion (rounded up to the nearest

whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance with clause

5.4;

“Second

Option Exercise Period” means the period of ten Business Days commencing on (and including) the Second Reference Date;

“Second

Put Option Shares” means 50% of the number of Consideration Shares issued to the Seller by the Buyer on Completion (rounded

up to the nearest whole Share), but excluding any such Consideration Shares transferred by the Seller prior to Option Completion in accordance

with clause 5.4;

“Second

Reference Date” means 30 April 2027, or if such date is not a Business Day, the next Business Day thereafter;

“Subscription

Agreement” means the subscription agreement entered into by the Buyer and the Company on 11 July 2025, as varied from time

to time between 11 July 2025 and the date of this Agreement (both dates inclusive) but, for the avoidance of doubt, excluding any variations

or amendments made after the date of this Agreement; and

“subsidiary”

means a subsidiary as defined by section 1159 CA 2006.