EXHIBIT
10.1


 


Addendum
TO and AMENDEMENT


TO
Agreement FOR THE MERGER


 


BETWEEN
A WHOLLY OWNED SUBSIDIARY OF SLINGER BAG INC. AND PLAYSIGHT


INTERACTIVE
LTD.


 


This
Addendum and Amendment, dated February 16, 2022 (the “Amendment”) is an addendum and amendment to the Merger Agreement
by and among Slinger Bag Inc. (the “Buyer”) and Playsight Interactive Ltd. (the “Company”) and
Rohit Krishnan, in his capacity as the Shareholders’ Representative, dated as of October 6, 2021 (the “Merger Agreement”)
and under the Deed of Adherence dated as of February 14, 2022, a wholly owned subsidairy of the Buyer (“SB Merger Sub”)
was nominated by the Buyer in accordance with clause 2.4 of the Merger Agreement. This Amendment is being entered into by the Buyer.,the
Company, SB Merger Sub and Rohit Krishnan, in his capacity as the Shareholders’ Representative.


 


All
capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement.


 


WHEREAS,
the parties wish to modify and amend certain provisions specified in the Merger Agreement, all as further stipulated herein.


 


NOW
THEREFORE, the parties hereto agree to amend the Merger Agreement as follows:


 


	1.	Notwithstanding
                                            anything to the contrary in the Merger Agreement, and with respect to the Company’s
                                            Israeli shareholders listed under Exhibit 1 hereto, which are subject to the
                                            tax ruling of the Israeli Tax Authority dated February 9, 2022, and which shall be subject
                                            to Section 104H of the Income Tax Ordinance [New Version] 5721-1961 (the “Israeli
                                            Shareholder”), the Buyer commits to purchase from each such Israeli Shareholder
                                            certain number of shares of Buyer Common Stock pursuant to the terms, conditions, qualifications,
                                            restrictions and limitations set forth in Exhibit 1 and Schedule 1
                                            attached hereto (the “Buy-Back Agreements”), which such Buy-Back Agreement
                                            must be returned fully executed to the Buyer to be effective and the Buyer agrees to deliver
                                            the Buy-Back Agreements in the form of Schedule 1 attached hereto as soon as
                                            reasonably practicable following the Completion.
	 	 
	2.	The
                                            definition of the “Completion Merger Consideration” under clause 1.1 of the Merger
                                            Agreement shall be deleted in its entirety and replaced with the following:



 


“25,379,683
shares of Buyer Common Stock (subject to clause 3.2) as detailed in clause 4.1 shall be paid to the Company’s Shareholders (and
their trustee), an additional 1,428,751 options to purchase Buyer Common Stock shall be issued as Options under Section 3 of this Amendment
and a sum in cash equal to the value of 1,524,899 of Buyer Common Stock shall be used to cover Transaction Expenses and conversion of
loan agreements paid by the Buyer”.


 




    	 



    	 



    

 


	3.	Within
                                            thirty (30) days as of the Completion, the Buyer shall adopt the required resolutions and
                                            take the necessary corporate and other steps and actions in order to issue a total of 1,428,571
                                            options of the Buyer, exercisable to 1,428,571 of Buyer Common Stock (the “Options”)
                                            to those Company employees listed in Schedule 2 attached hereto. Each such
                                            Company employee shall be entitled to such number of Options ascribed next to his/her name
                                            as listed Schedule 2. The terms applicable to such issuance of Options and
                                            their exercise into Buyer’s common stock shall be in compliance with the Buyer’s
                                            Global Share Incentive Plan (the “Incentive Plan”) with an exercise price
                                            of the Buyer’s shares of Common Stock par value. Remaining terms shall be set
                                            in the Incentive Plan provisions as approved the Buyer’s board of directors. Upon execution
                                            of this Amendment, Schedule 2 (Holders of Shares, Company Options and Company Convertible
                                            Loan Notes) of the Merger Agreement (“Previous Schedule 2”)
                                            is hereby replaced in its entirety with Schedule 3 attached hereto. As of the
                                            date hereof, the Previous Schedule 2 shall have no further force and effect and Schedule
                                            3 attached hereto shall form Schedule 2 of the Merger Agreement, such that
                                            each Holder listed in Schedule 3 hereto, shall be entitled to receive in respect
                                            of its holdings such number of shares of Buyer Common Stock as set out opposite such Holder’s
                                            name in column three of the table in Schedule 3 and shall be entitled to receive
                                            such percentage of Earn Out Consideration as set out opposite such Holder’s name in
                                            column four of the table in Schedule 3 hereto.
	 	 
	4.	Subject
                                            to the Buyer having complied with its obligations under clause 4.1 of the Merger Agreement
                                            to issue such number of shares of Buyer Common Stock set out opposite such each relevant
                                            Holder’s name in column three of the table in Schedule 2 of the Merger Agreement
                                            as amended by this Amendment, the Shareholders’ Representative on behalf of all Holders
                                            confirms that such issuance of shares of Buyer Common Stock will be a complete discharge
                                            of the Buyer’s obligation under the Merger Agreement (including clause 4.1) in respect
                                            of the Completion Merger Consideration, and the Buyer will have no obligations in relation
                                            to the allocation of the Completion Merger Consideration between the Holders and will have
                                            no liability whatsoever for any misallocation of Completion Merger Consideration among the
                                            Holders. All allocations of the Earn Out Consideration shall be under Clause 11 of the Merger
                                            Agreement..
	 	 
	5.	Upon
                                            execution of this Amendment, the Company and the Shareholders’ Representative on behalf
                                            of the Holders of options pursuant to Section 102 of the Israel Tax Ordinance (“Section
                                            102”) waive the requirement for the fulfillment of the completion condition set
                                            forth in Clause 5.1.6 of the Merger Agreement for the receipt of Tax Ruling in connection
                                            with Section 102.
	 	 
	6.	Upon
                                            execution of this Amendment, the Parties hereby waive the requirement for the fulfillment
                                            of the completion condition set forth in clause 5.1.7 of the Merger Agreement (“Clause
                                            5.1.7 Completion Condition”) and lieu of the Clause 5.1.7 Closing Condition, hereby
                                            agree that the payment of all due Financial Information Costs and Company Transaction Costs,
                                            in pursuance with Cause 5.1.7 Completion Condition shall become a post Completion obligation
                                            assumed by the Buyer and to paid in accordance with the terms of the Merger Agreement within
                                            no later than five (5) Business Days following Completion. Parties agree that the total amount
                                            of the Financial Information Costs and Company Transaction Costs and the applicable breakdown
                                            of such Financial Information Costs and Company Transaction Costs is set in Schedule
                                            4 attached hereto.
	 	 
	7.	Upon
                                            execution of this Amendment, the Parties hereby waive the requirement for the fulfillment
                                            of the completion condition set forth in clauses 5.1.3 and 5.1.8 of the Merger Agreement.
                                            Notwithstanding the foregoing, the parties will use all commercially reasonable endeavours
                                            to cooperate and negotiate and finalise as soon as reasonably practicable after the date
                                            of this Amendment acting reasonably and in good faith the Relevant Agreement.
	 	 
	8.	Upon
                                            execution of this Amendment, Appendix 1 (Form of Letter of Transmittal) of the Merger
                                            Agreement (“Previous Appendix 1”) is hereby replaced in its entirety with
                                            Schedule 5 attached hereto. As of the date hereof, the Previous Appendix 1
                                            shall have no further force and effect and Schedule 5 attached hereto shall form Appendix
                                            1 of the Merger Agreement, such that a letter of transmittal substantially in the form set
                                            out in Schedule 5 attached shall be delivered to each Holder following Completion.



 




    	 



    	 



    

 


	9.	Upon
                                            execution of this Amendment, clause 30.1.1 of the Merger Agreement shall be read to include
                                            the Shareholder’s Representative as well as the Company.
	 	 
	10.	To
                                            the extent that any of the documents contained in Schedule 4 of the Merger Agreement
                                            (Completion) are not delivered to the relevant party at Completion, (i) the Shareholders’
                                            Representative will use all reasonable endeavours to procure that such documents contained
                                            in Part A of Schedule 4 are delivered to the Buyer as soon as reasonably practicable
                                            after Completion and (ii) the Buyer will use all reasonable endeavours to procure that such
                                            documents contained in Part B of Schedule 4 are delivered to the Company as soon as
                                            reasonably practicable after Completion.
	 	 
	11.	The
                                            Merger Agreement as amended hereby, including the exhibits, appendices and schedules hereto
                                            and thereto, shall constitute the full and entire understanding and agreement between the
                                            parties with regard to the subject matters hereof and thereof. With effect from the date
                                            of this Amendment, references in the Merger Agreement to “this Agreement” and
                                            like terms shall be deemed to be references to the Merger Agreement as amended by this Amendment,
                                            and as otherwise amended, supplemented, restated or otherwise modified from time to time
                                            in accordance with the Merger Agreement
	 	 
	12.	Other
                                            than as specifically set forth herein, the Merger Agreement shall remain in full force and
                                            effect with no changes.
	 	 
	13.	In
                                            the event of any inconsistency between the provisions of the Merger Agreement and the provisions
                                            of this Amendment, the provisions of this Amendment shall prevail.
	 	 
	14.	The
                                            provisions of clause 15 (Announcements and Confidentiality), clause 16 (Assignment),
                                            clause 17 (Costs), clause 18 (No Set Off), clause 22 (Entire Agreement),
                                            clause 23 (Variation and Waiver), clause 24 (Invalidity), clause 25 (Third
                                            Party Rights), clause 26 (Counterparts), clause 28 (Notices), clause 29
                                            (Governing Law and jurisdiction) and clause 30 (Agent for Service of Process)
                                            of the Merger Agreement shall apply to this Amendment mutatis mutandis as if those provisions
                                            had been set out expressly in this Amendment .



 


[Remainder
of Page Intentionally Left Blank]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, this Amendment has been executed and delivered by the Parties as a deed on the date first above written.


 


	EXECUTED as a deed by SLINGER BAG INC.)	/s/ Mike
    Ballardie
	 	Director
	 	 
	 	 
	acting by Mike Ballardie, a director	)	
	in the presence of: Mark Radom	)	 
	 	 	 
	Witness’s
    Signature 	/s/ Mark
    Radom	 	 
	Name:	Mark Radom	 	 
	Address:	1/2 Nachal Maor	 	 
	

     
	Ramat
    Bet Shemesh, Israel	 	 


 


	EXECUTED as a deed by PLAYSIGHT INTERACTIVE LTD	)	 
	acting by                                      , a director	)	 
	in the presence of:	)	Director
	 	 	 	 
	Witness’s Signature	 	 	 
	Name:	 	 	 
	Address:	 	 	 
	 	 	 	 
	EXECUTED as a deed by ROHIT KRISHNAN	)	 
	in the presence of:	)	 
	 	 	)	 
	 	 	 	 
	Witness’s Signature	 	 	 
	Name:	 	 	 
	Address:	 	 	 






 


	EXECUTED as a deed by SB MERGER SUB LTD	)	 
	acting by Mark Radom, a director	)	/s/ Mark
    Radom
	In the presence of: Aitan Zacharin	)	Director
	 	 	 
	 	 	 
	Witness’s Signature 	/s/ Aitan Zacharin	 	 
	Name:	Aitan Zacharin	 	 
	Address:	Nachal Revivim 17	 	 
	 	Bet Shemesh, Israel	 	 



 





    	 



    	 



    

 


EXHIBIT
1


List
of the Israeli Shareholders


 


	Shareholder’s
    name	 	Total
    Tax ($)	 
	Adi
    Shaham	 	 	52,317	 
	Alon
    Fishman	 	 	4,423	 
	Andy
    Zingman	 	 	14,748	 
	Chen
    M. Shachar	 	 	422,608	 
	Evgeni
    Khazanov	 	 	354,281	 
	Eyal
    Z. Schneider	 	 	51,184	 
	Ilan
    Or	 	 	20,926	 
	Liberties
    Holding Ltd.	 	 	55,806	 
	Nir
    Arazi	 	 	6,976	 
	Oded
    Jacob	 	 	27,077	 
	Orca
    (G.L.) Business Development Ltd	 	 	55,806	 
	Rani
    Tushia	 	 	44,440	 
	Schneider
    Investments (M.E.G) LP	 	 	169,752	 
	Teramips
    Technologies Ltd	 	 	7,927	 
	Yoram
    Benzur	 	 	151,574	 
	 	 	 	 	 
	Total	 	 	1,439,845	 



 




    	 



    	 



    

 


SCHEDULE
1


 


Dear
Israeli Shareholder :


 


1.
Purchase Obligation. Subject to the following sentence, the Buyer confirms its agreement and obligation to spend up to a maximum
purchase price as listed in Exhibit 1 of the Amendment representing the amount set out opposite your name in Exhibit 1 (being
a portion of the aggregate maximum amount of USD1.44 million payable to all Israeli Shareholders) (such amount is intended to cover your
maximum tax liability for the sale of your securities in the Company in exchange for your Completion Merger Consideration pursuant to
104H Tax ruling received from the Israeli Tax Authority) to purchase any unsold shares of your Buyer Common Stock as listed in Schedule
2 of the Merger Agreement (the “Shares”) that you received as consideration for your ordinary shares of PlaySight
Interactive Ltd. pursuant to that certain merger agreement between Slinger Bag Inc., its merger sub, PlaySight Interactive Ltd. and the
Shareholders’ Representative dated October 6 2021 (“Merger Agreement”) as amended by the addendum and amendment,
dated February 16, 2022 (the “Amendment”) at the lower of (i) the closing price of such Shares on the last trading
date that is two years or four years, as applicable under the tax ruling received, from February 16, 2022 (each such date shall be referred
herein as the “Applicable Purchase Date”) or (ii) $3.50 per share. At
each Applicable Purchase Date, the Buyer shall purchase up to fifty percent (50%) of the total number of Shares for the purchase
price set out above, and will pay such amount required to cover the applicable tax liability imposed on you at such Applicable Date according
to an external auditor duly signed certification evidencing your tax liability for the Applicable Purchase Date (“External Tax
Certification”). The Buyer shall be entitled to independently verify the External Tax Certification and the calculation included
therein prior to the purchase of the unsold shares as aforementioned. Further, any consideration received by you in exchange for Shares
received as Completion Merger Consideration, sold by you following Completion, shall be designated to initially cover any of your tax
liability as set above and shall accordingly decrease the Buyer’s obligations to purchase the unsold Shares as provided herein.


 


Notwithstanding
the foregoing, the Buyer shall
have no obligation to purchase any Shares if (x), prior to the Applicable Purchase Date, shares of the Buyer’s Common Stock have
been admitted to trading or listed on any tier of the Nasdaq market or (y) you have not reasonbly demonstrated that you have made good
faith reasonable efforts to sell the Shares during the three months preceding the Applicable Purchase Date (regardless of the average
daily trading volume during such period). In this connection, “reasonable efforts” shall be shown by documentary evidence
of instructions to your broker to sell your Shares.


 


The
Buyer’s obligations in this letter are subject to you countersigning and delivering a duly countersigned copy of this letter to
the Buyer within 20 Business Days following the date of this letter.


 


2.
Withholding. The Buyer shall be entitled to deduct and withhold from any amount it shall
pay to you to purchase your Shares such amounts as the Buyer may be required to deduct and
withhold with respect to the making of such payment under any provision of applicable tax law. To the extent that amounts are so withheld
by the Buyer, such withheld amounts shall be treated for all purposes of this letter as
having been paid to you.


 




    	 



    	 



    

 


3.
Representations and Warranties. In connection with the transactions provided for hereby, you represent and warrant to the Buyer
as follows:


 


3.1
Ownership of Shares. You have good and marketable right, title and interest (legal and beneficial) in and to all of the Shares,
free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying for the Shares
in accordance with this letter, we will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security
interests, charges, claims, equity or encumbrances of any kind.


 


3.2
Authorization. You have all necessary power and authority to execute, deliver and perform your obligations under this letter and
all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being sold hereunder, and this letter
constitutes your valid and binding obligation.


 


3.3
No Conflict. The execution and delivery of this letter and the consummation of the transactions contemplated hereby will not result
in a breach by you of, or constitute a default by you under, any agreement, instrument, decree, judgment or order to which you are a
party or by which you may be bound.


 


3.4
Experience and Evaluation. By reason of your business or financial experience or the business or financial experience of your
professional advisers who are unaffiliated with us and who are not compensated by us, you have the capacity to protect your own interests
in connection with the sale of the Shares to us. You are capable of evaluating the potential risks and benefits of the sale hereunder
of the Shares.


 


3.5
Access to Information. You have received all of the information that you consider necessary or appropriate for deciding whether
to sell the Shares hereunder and perform the other transactions contemplated hereby. You further represent that you have had an opportunity
to ask questions and receive answers from us regarding the business, properties, prospects and financial condition of the Buyer and to
seek from the Buyersuch additional information as you have deemed necessary to verify the accuracy of any such information furnished
or otherwise made available to you by or on behalf of the Buyer.


 


3.6
No Future Participation. You acknowledge that after sale you will have no future participation in any gains, losses, profits or
distributions of the Buyer with respect to the sold Shares. If the sold Shares increase in value by any means, you acknowledge that you
are voluntarily forfeiting any opportunity to share in any resulting increase in value from the Shares.


 


3.7
Tax Matters. You have had an opportunity to review with your tax advisers tax consequences of the sale of your Shares pursuant
to this letter and the transactions contemplated hereby. You are relying solely on such advisers and not on any statements or representations
of the Company or any of its agents. You understand that you (and not the Buyer) shall be responsible for your tax liability and any
related interest and penalties that may arise as a result of the transactions contemplated by this letter.


 


4.
Survival. The representations and warranties in clause 3 above shall survive any termination of this letter or the closing of
the purchase of the Shares.


 


5.
Further Assurances. Each party hereto agrees to execute any additional documents and to
take any further action as may be necessary or desirable in order to implement the transactions contemplated by this letter.


 




    	 



    	 



    

 


6.
Governing Law and Dispute Resolution. This letter and any dispute, controversy, proceedings or claim of whatever nature arising
out of or in any way in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the laws of the State of New York. Each party hereby submits to the exclusive jurisdiction
of the courts of New York in connection with any suit, action or proceedings and/or to settle any dispute or claim that arises out of
or in any way in connection with this letter or its subject matter or formation (including non-contractual disputes or claims. Each party
irrevocably and unconditionally waives any objection to the laying of such venue of any such suit, action or proceeding brought in any
such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.


 


7.
Entire Agreement. This letter contains the entire understanding of the parties, and there
are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof,
except as expressly referred to herein. Each party acknowledges that it has not been induced to enter this letter
by, and has not been given, any representation, warranty, statement, assurance, covenant, undertaking, indemnity, commitment or
other agreement of any nature whatsoever which is not expressly incorporated into this letter.
The provisions of this section will not exclude liability for fraudulent misrepresentation.


 


8.
Amendments and Waivers. Any term of this letter may be amended, and the observance of any
term of this letter may be waived (either generally or in a particular instance and either retroactively or prospectively), only with
the written consent of both parties hereto.


 


9.
Severability. Whenever possible, each provision of this letter shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this letter shall be held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this letter.


 


10.
Counterparts. This letter may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.


 


11.
Defined Terms. Capitalised terms which are not defined herein shall have the meanings ascribed to them in the Merger Agreement
and the Amendment.


 


	Sincerely
    yours,	 
	 	 
	Slinger
    Bag Inc.	 
	 	 	 
	By:	/s/
    Mike Ballardie                             	 
	Name:	Mike
    Ballardie	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	Accepted
    and agreed:	 
	 	 
		 
	[Name
    of Holder]	 


 




    	 



    	 



    

 


SCHEDULE
2


 


Company
Employees Options Allocation 


 


	 	 	Name	 	Role	 	Value
    at $3.5 per share	 	 	Number
    of allocated Slinger Shares	 	 	Vesting
    Period	 	 	Exercise
    price	 
	1	 	Stas
    Fredland	 	R&D
    Senior Backend and application group leader	 	$	450,000	 	 	 	128,571	 	 	 	6
                                            months	 	 	$	0	 
	2	 	Israel
    Or	 	R&D
    Senior AI group leader	 	$	450,000	 	 	 	128,571	 	 	 	6
                                            months	 	 	$	0	 
	3	 	Loick
    Rabely	 	Ai
    SW engineer	 	$	150,000	 	 	 	42,857	 	 	 	6
                                            months	 	 	$	0	 
	4	 	Dr.
    Evgeni Tsizin	 	AI
    / Algorithms	 	$	150,000	 	 	 	42,857	 	 	 	6
                                            months	 	 	$	0	 
	5	 	Nisim
    Kadosh	 	SW
    engineer	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	$	0	 
	6	 	Sergey
    Fredland	 	Devsop
    manager	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	$	0	 
	7	 	Michael
    Khazanov	 	QA
    manager	 	$	200,000	 	 	 	57,143	 	 	 	6
                                            months	 	 	$	0	 
	8	 	Alina
    Astrov	 	QA
    engineer	 	$	50,000	 	 	 	14,286	 	 	 	6
                                            months	 	 	$	0	 
	9	 	Dennis
    Dragilev	 	Product
    manager	 	$	200,000	 	 	 	57,143	 	 	 	6
                                            months	 	 	$	0	 
	10	 	Asaf
    Mitzna	 	COO	 	$	400,000	 	 	 	114,286	 	 	 	6
                                            months	 	 	$	0	 
	11	 	Shabtay
    Ben Aroya	 	Head
    oof operations	 	$	175,000	 	 	 	50,000	 	 	 	6
                                            months	 	 	$	0	 
	12	 	Guy
    Schnieder	 	Assembly
    Technician	 	$	75,000	 	 	 	21,429	 	 	 	6
                                            months	 	 	$	0	 
	13	 	Raz
    Shlaicher	 	VP
    Customer Services	 	$	300,000	 	 	 	85,714	 	 	 	6
                                            months	 	 	$	0	 
	14	 	Adam
    Bachman	 	System
    engineer / Project Manager	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	$	0	 
	15	 	Aviv
    Kaplan	 	Support
    team leader	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	$	0	 
	16	 	Dror
    Briger	 	Director
    of sales & Business development (+ Account management) ROW	 	$	150,000	 	 	 	42,857	 	 	 	6
                                            months	 	 	$	0	 
	17	 	Eran
    Hertz	 	CFO	 	$	200,000	 	 	 	57,143	 	 	 	6
                                            months	 	 	$	0	 
	18	 	Zehavit
    Dor	 	Finance
    manager	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	$	0	 
	19	 	Base
    Germany (Rodney and his team)	 	Sales
    EU	 	$	250,000	 	 	 	71,429	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	20	 	Eduardo
    Cavasotti	 	Director
    of Operations North America	 	$	200,000	 	 	 	57,143	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	21	 	Kevin
    Link	 	Professional
    Services	 	$	50,000	 	 	 	14,286	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	22	 	John
    Pavlenko (Lake Nona)	 	Professional
    Services	 	$	50,000	 	 	 	14,286	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	23	 	Greg
    Matthews	 	Professional
    Services	 	$	50,000	 	 	 	14,286	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	24	 	Scott
    Mcmeeckin	 	VP
    Sales NA	 	$	150,000	 	 	 	42,857	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	25	 	Matt
    Brown	 	Sales
    Director	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	26	 	Matt
    Gibson	 	Director
    of Sales & Business Development – North America	 	$	200,000	 	 	 	57,143	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	27	 	Patrick
    McDonald	 	Head
    of account management NA	 	$	200,000	 	 	 	57,143	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	28	 	Eliza
    Day	 	Account
    manager	 	$	50,000	 	 	 	14,286	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	29	 	Jeff
    Angus	 	CMO	 	$	100,000	 	 	 	28,571	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	30	 	Liora
    Berger	 	Finance/
    operations NA	 	$	50,000	 	 	 	14,286	 	 	 	6
                                            months	 	 	 	Based
                                            on local tax requirements	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Unallocated	 	 	 	$	100,000	 	 	 	28,571	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TOTAL	 	 	 	$	5,000,000	 	 	 	1,428,571	 	 	 	 	 	 	 	 	 



 




    	 



    	 



    

 


SCHEDULE
3


Holders
of Shares, Company Options and Company Convertible Loan Notes


 


1. SHARES


 


	Name
    of Holder	 	Number
    of Ordinary Shares and Preferred Share held	 	 	Number
    of Completion Merger Consideration Shares	 	 	Percentage
    of Earn Out Consideration	 	 	 
	Chen
    M. Shachar	 	 	120,804	 	 	 	369,343	 	 	 	1.5122	%	 	 
	Evgeni
    Khazanov	 	 	118,958	 	 	 	348,287	 	 	 	1.4260	%	 	 
	Yoram
    Benzur	 	 	50,380	 	 	 	147,503	 	 	 	0.6039	%	 	 
	Alon
    Fishman	 	 	1,470	 	 	 	4,304	 	 	 	0.0176	%	 	 
	Andy
    Zingman	 	 	4,902	 	 	 	14,352	 	 	 	0.0588	%	 	 
	Alex
    Mor	 	 	487	 	 	 	1,426	 	 	 	0.0058	%	 	Under
    trustee
	Assaf
    Arbel	 	 	7,000	 	 	 	20,495	 	 	 	0.0839	%	 	Under
    trustee
	Dan
    Blum	 	 	1,400	 	 	 	4,099	 	 	 	0.0168	%	 	Under
    trustee
	Erez
    Algazi	 	 	281	 	 	 	823	 	 	 	0.0034	%	 	Under
    trustee
	Yair
    Assaf	 	 	1,340	 	 	 	3,923	 	 	 	0.0161	%	 	Under
    trustee
	Yuval
    Bar-Yossef	 	 	9,079	 	 	 	26,582	 	 	 	0.1088	%	 	Under
    trustee
	Adam
    Clark	 	 	2,374	 	 	 	19,855	 	 	 	0.0813	%	 	 
	Adam
    D. Lehrhoff	 	 	2,356	 	 	 	27,837	 	 	 	0.1140	%	 	 
	Adi
    Shaham	 	 	12,073	 	 	 	73,602	 	 	 	0.3013	%	 	 
	Andrew
    Miller	 	 	3,369	 	 	 	39,805	 	 	 	0.1630	%	 	 
	Anthony
    Dines	 	 	2,374	 	 	 	19,855	 	 	 	0.0813	%	 	 
	Arthur
    Sternick	 	 	1,655	 	 	 	19,148	 	 	 	0.0784	%	 	 
	Benjamin
    Gallop	 	 	4,657	 	 	 	55,023	 	 	 	0.2253	%	 	 
	Bikui
    Chen	 	 	9,353	 	 	 	110,507	 	 	 	0.4524	%	 	 
	Brad
    Kotansky	 	 	18,794	 	 	 	138,284	 	 	 	0.5662	%	 	 
	1106904
    B.C. UNLIMITED LIABILITY COMPANY (Brad Kotansky)	 	 	14,146	 	 	 	195,175	 	 	 	0.7991	%	 	 
	Columbia
    Equities LP (Alan Schwartz)	 	 	5,844	 	 	 	69,039	 	 	 	0.2827	%	 	 
	Daniel
    Gazzar	 	 	11,452	 	 	 	59,437	 	 	 	0.2434	%	 	 
	David
    Haggerty	 	 	1,162	 	 	 	13,730	 	 	 	0.0562	%	 	 
	EB
    PlaySight (Eric Board)	 	 	19,444	 	 	 	221,786	 	 	 	0.9081	%	 	 
	Edoardo
    Artaldi	 	 	10,414	 	 	 	123,045	 	 	 	0.5038	%	 	 
	Eliot
    Rubenzhal	 	 	6,976	 	 	 	82,421	 	 	 	0.3375	%	 	 
	Enlash
    LP -Ned Sherwood	 	 	23,029	 	 	 	272,085	 	 	 	1.1140	%	 	 
	Eyal
    Z. Schneider	 	 	14,786	 	 	 	64,380	 	 	 	0.2636	%	 	 
	Schneider
    Investments (M.E.G) LP	 	 	40,081	 	 	 	208,027	 	 	 	0.8517	%	 	 
	Gilad
    Bloom Tennis Enterprise	 	 	9,000	 	 	 	26,350	 	 	 	0.1079	%	 	 
	GWS
    PlaySight, LLC	 	 	125,307	 	 	 	1,579,952	 	 	 	6.4688	%	 	 
	Haim
    Brill	 	 	25,771	 	 	 	155,029	 	 	 	0.6347	%	 	 
	Ian
    Napier	 	 	3,810	 	 	 	23,869	 	 	 	0.0977	%	 	 



 






    	 



    	 



    




 


	Name of Holder	 	 	Number
                                            of Ordinary Shares and Preferred Share held	 	 	 	Number
                                            of Completion Merger Consideration Shares	 	 	 	Percentage
                                            of Earn Out Consideration	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ilan
    Or	 	 	4,829	 	 	 	29,440	 	 	 	0.1205	%	 	 
	Israel
    Innovation Fund 2 L.P.	 	 	76,576	 	 	 	968,118	 	 	 	3.9637	%	 	 
	iVentures
    Asia Ltd (Ben Weiss)	 	 	2,896	 	 	 	33,032	 	 	 	0.1352	%	 	 
	James
    Hilton	 	 	10,093	 	 	 	63,588	 	 	 	0.2603	%	 	 
	James
    Kern	 	 	976	 	 	 	11,127	 	 	 	0.0456	%	 	 
	Jed
    Walentas	 	 	4,431	 	 	 	36,476	 	 	 	0.1493	%	 	 
	Jonathan
    Leslie	 	 	48,017	 	 	 	326,834	 	 	 	1.3382	%	 	 
	Jordyn
    Holdings III (DC)	 	 	1,931	 	 	 	22,019	 	 	 	0.0902	%	 	 
	Keith
    Hamlin	 	 	16,968	 	 	 	137,752	 	 	 	0.5640	%	 	 
	Leonard
    Gail	 	 	5,767	 	 	 	68,134	 	 	 	0.2790	%	 	 
	Liberties
    Holding Ltd.	 	 	12,878	 	 	 	78,509	 	 	 	0.3214	%	 	 
	Manikandan
    Natarajan	 	 	5,819	 	 	 	66,374	 	 	 	0.2718	%	 	 
	May-Venture
    LLC	 	 	14,146	 	 	 	195,175	 	 	 	0.7991	%	 	 
	Naver
    Corp	 	 	60,955	 	 	 	816,865	 	 	 	3.3445	%	 	 
	Nickolay
    Nesterov	 	 	14,781	 	 	 	118,972	 	 	 	0.4871	%	 	 
	Nir
    Arazi	 	 	1,610	 	 	 	9,814	 	 	 	0.0402	%	 	 
	Novak
    Djokovic	 	 	27,434	 	 	 	324,132	 	 	 	1.3271	%	 	 
	Oded
    Jacob	 	 	9,000	 	 	 	26,350	 	 	 	0.1079	%	 	 
	Orca
    (G.L.) Business Development Ltd	 	 	12,878	 	 	 	78,509	 	 	 	0.3214	%	 	 
	OurCrowd	 	 	9,591	 	 	 	109,398	 	 	 	0.4479	%	 	 
	OurCrowd
    (TMI)	 	 	54,381	 	 	 	620,290	 	 	 	2.5396	%	 	 
	Rani
    Tushia	 	 	10,093	 	 	 	63,588	 	 	 	0.2603	%	 	 
	Robert
    Horne	 	 	5,845	 	 	 	69,051	 	 	 	0.2827	%	 	 
	Rupert
    Ashe	 	 	3,999	 	 	 	32,041	 	 	 	0.1312	%	 	 
	SoftBank
    Global Champ Fund	 	 	94,375	 	 	 	1,171,141	 	 	 	4.7950	%	 	 
	SoftBank
    Next Media Innovation Fund	 	 	94,375	 	 	 	1,171,141	 	 	 	4.7950	%	 	 
	Scott
    Goodman	 	 	5,746	 	 	 	67,893	 	 	 	0.2780	%	 	 
	SMARTCOURT
    LLC (GORDON UEHLING III)	 	 	7,877	 	 	 	54,399	 	 	 	0.2227	%	 	 
	Tennis
    Media Company (now Sinclair)	 	 	24,962	 	 	 	294,926	 	 	 	1.2075	%	 	 
	George
    Mackin Trust	 	 	8,768	 	 	 	100,010	 	 	 	0.4095	%	 	 
	Tennis
    Partners 2017, LLC	 	 	176,954	 	 	 	2,411,149	 	 	 	9.8719	%	 	 
	Tennis
    Partners III, LLC	 	 	223,949	 	 	 	2,645,950	 	 	 	10.8333	%	 	 
	Teramips
    Technologies Ltd	 	 	1,415	 	 	 	19,519	 	 	 	0.0799	%	 	 
	Thomas
    H. Glocer	 	 	7,242	 	 	 	89,726	 	 	 	0.3674	%	 	 
	Unbound
    Holdco Limited	 	 	486,618	 	 	 	4,377,035	 	 	 	17.9208	%	 	 
	Verizon
    Ventures, LLC	 	 	234,093	 	 	 	3,037,684	 	 	 	12.4371	%	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	2,466,596	 	 	 	24,285,539	 	 	 	99.4319	%	 	 



 




    	 



    	 



    

 


2.
COMPANY OPTIONS


 


	Name
    of Holder	 	Number
    of Company Options held	 	 	Number
    of Completion Merger Consideration Shares	 	 	Percentage
    of Earn Out Consideration	 
	Allan
    Schwarts	 	 	4,427	 	 	 	12,961	 	 	 	0.0531	%
	Asaf
    Mitzna	 	 	6,994	 	 	 	20,477	 	 	 	0.0838	%
	Darren
    Cahill	 	 	2,593	 	 	 	7,592	 	 	 	0.0311	%
	Eran
    Hertz	 	 	5,081	 	 	 	14,877	 	 	 	0.0609	%
	ERM	 	 	5,995	 	 	 	17,552	 	 	 	0.0719	%
	Evgeni
    Tsizin	 	 	2,870	 	 	 	8,403	 	 	 	0.0344	%
	Garry
    Zalmanson	 	 	1,876	 	 	 	5,493	 	 	 	0.0225	%
	Israel
    Or	 	 	4,496	 	 	 	13,163	 	 	 	0.0539	%
	James
    Kern	 	 	2,548	 	 	 	7,460	 	 	 	0.0305	%
	Maayan
    Avigad	 	 	900	 	 	 	2,635	 	 	 	0.0108	%
	Michael
    Khazanov	 	 	1,499	 	 	 	4,389	 	 	 	0.0180	%
	Paul
    Annacone	 	 	2,593	 	 	 	7,592	 	 	 	0.0311	%
	Shabtay
    Ben Aroya	 	 	2,498	 	 	 	7,314	 	 	 	0.0299	%
	Stanislav
    Fridland	 	 	3,024	 	 	 	8,854	 	 	 	0.0363	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	47,394	 	 	 	138,762	 	 	 	0.5681	%
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
    SHARES + OPTIONS	 	 	2,513,990	 	 	 	24,424,301	 	 	 	100.0000	%



 


3.
CONVERTIBLE BRIDGE LOANS AND CONVERIBLE LOAN AGREEMENTS


 


	Name
    of Holder	 	Principal
    amount	 	 	Principal
    including accrued interest, net of tax ($)	 	 	Number
    of Completion Merger Consideration Shares	 
	Unbound
    Holdco Limited	 	 	4,000,000	 	 	 	4,287,124	 	 	 	1,610,286	 
	Verizon
    Ventures, LLC	 	 	2,000,000	 	 	 	2,313,133	 	 	 	889,112	 
	SoftBank
    Next Media Innovation Fund	 	 	500,000	 	 	 	585,400	 	 	 	225,014	 
	SoftBank
    Global Champ Fund	 	 	500,000	 	 	 	585,400	 	 	 	225,014	 
	OurCrowd	 	 	238,900	 	 	 	284,610	 	 	 	109,398	 
	OurCrowd
    (TMI)	 	 	1,361,100	 	 	 	1,613,755	 	 	 	620,290	 
	EB
    PlaySight (Eric Board)	 	 	500,000	 	 	 	577,000	 	 	 	221,786	 
	Rupert
    Ashe	 	 	25,000	 	 	 	29,170	 	 	 	11,212	 
	Eyal
    Z. Schneider	 	 	25,000	 	 	 	28,475	 	 	 	10,946	 
	Chen
    M. Shachar	 	 	50,000	 	 	 	54,778	 	 	 	21,056	 
	James
    Kern	 	 	25,000	 	 	 	28,942	 	 	 	11,127	 
	iVentures
    Asia Ltd (Ben Weiss)	 	 	75,000	 	 	 	85,934	 	 	 	33,032	 
	George
    Mackin Trust	 	 	225,000	 	 	 	260,186	 	 	 	100,010	 
	Jordyn
    Holdings III	 	 	50,000	 	 	 	57,278	 	 	 	22,019	 
	Arthur
    Sternick	 	 	25,000	 	 	 	29,056	 	 	 	11,171	 
	Haim
    Brill	 	 	100,000	 	 	 	115,565	 	 	 	44,422	 
	Israel
    Innovation Fund 2 L.P.	 	 	50,000	 	 	 	57,178	 	 	 	21,978	 
	Manikandan
    Natarajan	 	 	150,000	 	 	 	172,680	 	 	 	66,374	 
	Tennis
    Partners 2017, LLC	 	 	2,900,000	 	 	 	2,808,179	 	 	 	1,026,631	 
	GWS
    PlaySight, LLC	 	 	500,000	 	 	 	380,220	 	 	 	139,005	 
	Thomas
    H. Glocer	 	 	100,000	 	 	 	96,414	 	 	 	35,250	 
	Verizon
    Ventures, LLC	 	 	500,000	 	 	 	538,383	 	 	 	196,828	 
	Naver
    Corp	 	 	2,000,000	 	 	 	2,234,400	 	 	 	816,865	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	15,900,000	 	 	 	17,223,262	 	 	 	6,468,826	 



 


The
number of Completion Merger Consideration Shares and percentage of the Earn Out Consideration allocated to the Company Convertible Notes
are included in section 1 of this Schedule 2.


 


Accordingly,
the figures in the right hand column of this section 3 are already included in section 1 of this Schedule 2.


 


In
addition, 955,382 Completion Merger Consideration Shares will be issued to a trustee to be held on trust for the benefit of the shareholders.


 




    	 



    	 



    

 


SCHEDULE
4


Financial
Information Costs and Company Transaction Costs


 


	Vendor	 	USD	 
	Ernst
    & Young - audit for 2020 and 2019	 	 	150,000	 
	Deloitte
    - valuation and accounting support	 	 	120,000	 
	Ben
    Eli - shareholders’ ruling in Israel	 	 	25,000	 
	Tax
    ruling for ESOP	 	 	25,000	 
	Eran	 	 	60,000	 
	Shiffer
    & Schneider (Eyal)	 	 	150,000	 
	Sullivan
    & Triggs, LLP (Tom)	 	 	300,000	 
	 	 	 	 	 
	Total
    closing costs excluding VAT	 	 	830,000	 




 



    	 



    	 



    

 


SCHEDULE
5


Form
of Letter of Transmittal


 


LETTER
OF TRANSMITTAL


FOR
HOLDERS OF ORDINARY SHARES AND PREFERRED SHARES OF PLAYSIGHT INTERACTIVE LTD


 


This
Letter of Transmittal (this “Letter of Transmittal”) is being delivered to record holders as of immediately prior
to the Effective Time (whether through the Section 102 Trustee or otherwise) of shares of PlaySight Interactive Ltd., a company duly
and validly organized under the laws of the State of Israel, company registration No. 514412808 (the “Company”) in
connection with that certain merger agreement between (i) SB Merger Sub Ltd. a company organized under the laws of the State of Israel
(the “Merger Sub”) and a wholly owned subsidiary of Slinger Bag Inc., a Nevada corporation (the “Buyer”)
and (ii) the Company, dated as of October 6, 2021, as amended (the “Merger Agreement”), by and among the Buyer, the
Company and Rohit Krishnan solely in his capacity as the Sellers’ Representative (the “Sellers’ Representative”)
and pursuant to which the Merger Sub became a party by executing a deed of adherence in accordance with the Merger Agreement.


 


Pursuant
to the Merger Agreement, at the Effective Time, Merger Sub shall merge with and into the Company (the “Merger”), with
the Company continuing as the surviving company (the “Surviving Company”). Pursuant to the Merger Agreement, at the
Effective Time, (i) (a) each ordinary share of the Company, par value NIS 0.01 per share (each an “Ordinary Share”)
and (b) each Seed Preferred Share, par value NIS 0.01 per share, each Preferred A Share, par value NIS 0.01 per share, each Preferred
B1 Share, par value NIS 0.01 per share, each Preferred B2 Share, par value NIS 0.01 per share, each Preferred C1 Share, par value NIS
0.01 per share, and each Preferred C2 Share, par value NIS 0.01 per share (each a “Preferred Share” and collectively
with an Ordinary Share, a “Share”) all outstanding immediately prior to the Effective Time, (ii) each option granted
pursuant to the PlaySight Interactive Ltd. Employee Stock Ownership Plan outstanding immediately prior to the Effective Time and (iii)
each Company Convertible Note outstanding immediately prior to the Effective Time (save for any Company Convertible Note which the Buyer
and the Company have agreed in writing shall not be converted into the right to receive shares of Buyer as set forth in the Merger Agreement),
shall be converted into the right to receive shares of Buyer as set forth in the Merger Agreement (the “Merger Consideration”),
without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Merger Agreement.
The Merger Consideration is subject to further adjustments as set forth in the Merger Agreement. Capitalized terms not otherwise defined
herein have the meanings ascribed to them in the Merger Agreement.


 


IMPORTANT:
In order receive your applicable number of shares of Buyer Common Stock representing your applicable portion of the Merger Consideration,
you must deliver the following documents, to the address set forth below (to the extent applicable to you):


 


	(i)	by
                                            no later than six (6) months after the Completion Date, a properly completed and duly signed
                                            Letter of Transmittal, including, in the case of an individual Shareholder, spousal consent
                                            and release in the form attached hereto as Exhibit A;
	 	 
	(ii)	a
                                            confirmation that no other share certificate is in the possession of the shareholder other
                                            than the executed share certificate which was issued electronically by the Company in the
                                            form attached to this Letter of Transmittal as Exhibit B);



 




    	 



    	 



    

 


	(iii)	Valid
                                            Tax Certificates (as defined below);
	 	 
	(iv)	copy
                                            of your ID or Passport (or if you are a corporation, company or partnership, a copy of your
                                            certificate of incorporation, organization or formation).
	 	 
	(vi)	applicable
                                            US tax forms:



 


	 	●	For
    individual:	W-8BEN
    / W-9
	 	●	For
    legal entity:	W-9
    / W-8BEN-E / W-8IMY / W-8EXP / W-8ECI


 


*such
forms can be downloaded from www.irs.gov


 


Please
read the accompanying instructions carefully and then complete and return this Letter of Transmittal and other required materials by
personal delivery, mail or overnight courier to the Buyer acting in its capacity as the exchange agent for the purposes of Merger Agreement
and this Letter of Transmittal (the “Exchange Agent”) at the following address and addressed as follows:


 


Slinger
Bag Inc.


__________________


__________________


__________________


 


Attention:
__________________


 


THE
INSTRUCTIONS IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED, SIGNED AND SUBMITTED.
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT SUBMISSIONS WILL BE ACCEPTED. 


 


THE
UNDERSIGNED ACKNOWLEDGES AND UNDERSTANDS THAT THIS LETTER OF TRANSMITTAL CONTAINS CERTAIN COVENANTS OF THE UNDERSIGNED AS SET FORTH IN
THE FOLLOWING PAGES.


 


NEITHER
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE NOR DELIVERY IN AN INCOMPLETE MANNER WILL CONSTITUTE
A VALID DELIVERY. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND OTHER DOCUMENTS REQUIRED HEREUNDER IS AT THE OPTION AND RISK
OF THE OWNER.


 


Questions,
requests for assistance and for additional copies of this Letter of Transmittal may be directed to the Exchange Agent at the telephone
number set forth above.


 


In
the event the terms described in this Letter of Transmittal conflict with or are inconsistent with the provisions of the Merger Agreement,
the applicable provisions of the Merger Agreement, as applicable, shall govern.


 


In
order to receive the applicable number of shares of Buyer Common Stock representing the portion of the Merger Consideration due to you
in accordance with the terms and conditions of the Merger Agreement, you are required to provide the following information:


 


1.
Contact information. Please complete the following information regarding the contact person(s):


 


 


Contact
Information


Full
Name of Shareholder: __________________________________________________________


Name
of Contact Person(s) (if different from above)


Address:
__________________________________________________________________


Email:
_________________________________________________________________


Fax:
_________________________________________________________________________


Telephone
#1: _________________________________________________________________


Telephone
#2: _________________________________________________________________


 


☐
I agree to receive any written communications by email (as well as by mail or fax)


 


By
my signature below, I hereby confirm that all communication with the Exchange Agent, the Section 102 Trustee or the Buyer, as applicable,
regarding any portion of the Merger Consideration due to me from time to time in respect of the Merger, shall be made to the foregoing
person(s), unless I inform the Exchange Agent, the Section 102 Trustee or the Buyer, as applicable, otherwise in writing.


 





 




    	 



    	 



    

 


2.
Withholding Tax.


ISRAELI
WITHHOLDING


 


To
the extent required under applicable law, you (whether you are an Israeli resident or a non-Israeli resident) will be subject to withholding
at source of Israeli Tax at the applicable rate prescribed by law from the payments of the Merger Consideration, unless the Exchange
Agent has been provided with a Valid Tax Certificate (as defined below), exempting you, in whole or in part, from Israeli withholding
Tax on the issue of shares of Buyer Common Stock representing the portion of the Merger Consideration due to you or entitling you to
a reduced rate of Israeli withholding Tax on such consideration, in which case the deduction and withholding of any Israeli Tax with
respect to the portion of the Merger Consideration covered by such Valid Tax Certificate shall be made only in accordance with the provisions
of such Valid Tax Certificate and the balance ‎of the payments that are not withheld shall be paid to you. If you are providing
a Valid Tax Certificate, you must provide it no later than three (3) Business Days prior to the lapse of up to 180 days of Completion
or an earlier date as requested in writing by the Israel Tax Authority (“ITA”).


 


If
you are planning to obtain a Valid Tax Certificate, please make sure that it applies to your entire portion of the Merger Consideration,
including, without limitation, your Pro Rata Share of the Earn Out Consideration since any withholding with respect to the Merger Consideration
payable at the Completion will be calculated also on your Pro Rata Share of the Earn Out, although such amounts are not being paid to
you until a later stage, if at all, unless the ITA provides different written instructions. For the avoidance of doubt, in the absence
of a Valid Tax Certificate which also applies to a Person’s portion of the Earn Out Consideration, the applicable amount to be
withheld from such Person’s portion of any amount payable pursuant to the Merger Agreement at Completion will be calculated also
on such Person’s Pro Rata Share of the Earn Out Consideration, and will be deducted, and delivered to the ITA as provided above
unless the ITA provides different written instructions.


 


Please
also make sure that such Valid Tax Certificate will expire only after the expected last payment date of the Earn Out, expected no later
than Q4 2023. If the Valid Tax Certificate expires before any of the abovementioned release dates you will need to provide a new Valid
Tax Certificate in order to avoid withholding at source for Israeli Tax at the applicable rate prescribed by law for any such amounts
not covered at such time by a Valid Tax Certificate.


 


A
“Valid Tax Certificate” means a valid certificate, ruling or other instructions issued by the ITA: (A) exempting the
Exchange Agent from the duty to withhold Israeli Taxes with respect such Person, (B) determining the applicable rate of Israeli Tax to
be withheld from the payment due to such Person, or (C) providing any other instructions regarding the payment or withholding with respect
to the applicable payments due to such Person; provided that a standard withholding certificate with respect to “Services and Assets”
(“Sherutim VeNechasim”) shall be deemed a Valid Certificate.


 


Please
consult your own tax advisor as to the specific tax implications of the any payments that may be made to you under the Merger Agreement,
including the applicability and effect of the tax laws of any jurisdiction. The tax information set forth herein is for informational
purposes only; shareholders are not entitled to (and should not) rely on such information and each shareholder should consult an independent
tax advisor and/or consultant as such shareholder deems necessary. None of Buyer, the Company, Merger Sub, the Surviving Company, the
Exchange Agent or any of their respective affiliates, subsidiaries, directors, officers, equity holders, members, managers, partners,
employees or representatives shall have any liability to a shareholder with respect to any of the tax information contained herein.


 




    	 



    	 



    

 


To
such extent, you are required to select only one (1) of the following alternatives in respect of withholding Tax required
to be deducted by the ITA:


 


If
your Shares have been issued upon the exercise of any Options granted to you under Section 102(b)(2) of the ITO and are held by the Section
102 Trustee pursuant to Section 102 of the Israeli Tax Ordinance, you should NOT elect one the following alternatives and your Merger
Consideration, including, without limitation, your Pro Rata Share of the Earn Out Consideration and the Shareholders Representative expenses
will be taxed in accordance with Section 102(b)(2) of the Israeli Tax Ordinance and Interim Options Tax Ruling received by the Company
and the final Israeli Option Tax Ruling which may be obtained following Completion (to the extent applicable) (the “Final Option
Tax Ruling”).










 


	 Option
                                                                                                                                                                                                                                                                                                                            1

                                                                                 

                                                                                ☐
                                            I hereby acknowledge that the withholding Tax as required under applicable Israeli Tax law
                                            (increased by the interest plus linkage differences as defined in Section 159A of the ITO
                                            for the period between Completion and the time the relevant payment is made), and calculated
                                            in NIS, may be deducted from any Merger Consideration due to me and that such withholding
                                            may be calculated also on my Pro Rata Share of the Earn Out Consideration and I do not hold
                                            and will not be obtaining a Valid Tax Certificate in respect of such Merger Consideration.

                                                                                 

	Option
                                            2

                                                                                                                                                                                  

                                                                                                                                                                                 ☐
                                            Enclosed with this Letter of Transmittal is a Valid Tax Certificate and you are hereby instructed
                                            to act as set forth in such Valid Tax Certificate.

                                                                                 

	Option
                                            3

                                                                                 

                                                                                ☐
                                            I hereby request that the applicable portion of the Merger Consideration payable to me at
                                            the Completion be retained by the Exchange Agent on my behalf for a period of up to one hundred
                                            and eighty (180) days following the Completion (or an earlier date requested in writing by
                                            the undersigned), during which time I may obtain a Valid Tax Certificate, to provide to the
                                            Exchange Agent, ensuring that Israeli withholding Tax need not be withheld on such payment
                                            (or approving a reduced rate of Israeli withholding Tax), and following receipt of such Valid
                                            Tax Certificate and its delivery to the Exchange Agent such amounts will be released to me
                                            without deduction of any withholdings or with reduced withholdings according to the terms
                                            of such Valid Tax Certificate with respect to the portions of the Merger Consideration covered
                                            by such Valid Tax Certificate. If I do not provide a Valid Tax Certificate at least three
                                            (3) Business Days before the lapse of one hundred and eighty (180) days following the Completion
                                            (or an earlier date requested by the undersigned), I acknowledge that the Exchange Agent
                                            shall act in accordance with Option 1 (provided that the amount withheld may be increased
                                            by the interest plus linkage differences as defined in Section 159A of the ITO for the period
                                            between Completion and the time the relevant payment is made, without any further action
                                            required on my part).

                                                                                





 


Please
note that the foregoing election will be valid in respect of the portion of the Merger Consideration payable to you promptly following
the Effective Date. However, to the extent that the Exchange Agent holds a Valid Tax Certificate in respect of any additional consideration
received after the applicable 180-day period, the Exchange Agent will act in respect of such additional consideration as set forth in
such Valid Tax Certificate, so long as it is valid on such payment date.


 


To
the extent you will not select any of Options 1-3 above you shall be deemed to choose Option 3 above, and if you fail to submit
a Valid Tax Certificate prior to the end of three (3) Business Days prior to the lapse of the 180 day period (or, with respect to post-
Completion payments, ninety (90) days from the date on which such amount, or any portion thereof, is released) (or an earlier date requested
in writing by you), the Exchange Agent shall treat your Merger Consideration in accordance with Option 1 above and will deduct the appropriate
withholding Tax at the applicable rate required under applicable law.


 




    	 



    	 



    

 


Notwithstanding
the above, if your Shares have been issued upon the exercise of any Options granted to you under Section 102(b)(2) of the Israeli Tax
Ordinance and are held by the Section 102 Trustee pursuant to Section 102 of the Israeli Tax Ordinance, you will be subject to
withholding at source for Israeli Tax at the rate prescribed under Section 102(b)(2) of the Israeli Tax Ordinance and by the Interim
Options Tax Ruling and the final Israel Option Tax Ruling which may be obtained following Completion, from the payment of the Merger
Consideration attributable to you, and the release of such payment to you shall be made in accordance with the terms of such ruling(s).
The release of your portion of the Merger Consideration maybe delayed to comply with the provisions of such ruling(s) and the statutory
holding period under Section 102 of the Israeli Tax Ordinance.


 


Please
note that if you would like to benefit from a tax ruling, you will need to sign the consent form to such ruling, in such form as will
be provided to you following receipt of the ruling.


 


3.
Share Certificates.


 


As
a condition to receiving your portion of the Merger Consideration in respect of your Shares, you are required to submit together with
this Letter of Transmittal a written confirmation that other than the executed share certificate(s) representing your Shares (the “Share
Certificates” or “Certificates, which was issued to you electronically by the Company, you own no other share
certificate (“Confirmation”). Delivery of the Confirmation will be effected only upon receipt by the Exchange Agent
at the address listed above. 


 


Please
confirm the information concerning your Shares in the following table:


 


	DESCRIPTION
    OF SHARES
	 

    Name(s)
    of Registered Holder(s)

    

    (Please
    fill in exactly as name(s) appear(s) on certificate(s))
	 


Certificate(s)
Surrendered (Use Separate Line for Each)






	 	 

    Share
    Certificate No(s).
	 

    Number
    of Issued Shares

    Represented by Certificate

	 	 	 
	 	 	 


 


☐
I confirm the information above is correct


☐
I confirm the following information from above is not correct [Describe (add pages if needed)]:
__________________________________________________________________________________________


 




    	 



    	 



    




 


4.
EFFECTIVENESS. This Letter of Transmittal shall become effective on the later of (a) the Effective Date, and (b) the date of
this Letter of Transmittal. For the avoidance of doubt, this Letter of Transmittal shall be null and void if the Merger Agreement is
terminated in accordance with its terms and this Letter of Transmittal and any attached documents delivered herewith shall be promptly
returned to the undersigned.


 


5.
ACKNOWLEDGEMENTS AND AGREEMENTS. The undersigned understands, acknowledges and agrees that in signing this instrument, the undersigned
hereby:


 


(A)
accepts the applicable portion of the Merger Consideration in full satisfaction of all rights that the undersigned may have pursuant
to the Company’s Charter Documents, as amended, in respect of the undersigned’s Shares;


 


(B)
acknowledges and agrees that such portion of the Merger Consideration is in lieu and waiver of any other consideration that the undersigned
might claim under the Company’s Charter Documents, as amended, and any claim or objection that the undersigned might make arising
out of any amount being paid to other Holders or employees of the Company in connection with the Transactions;


 


(C)
terminates and waives any right that the undersigned may have (whether now or in the future) under, all agreements related to the issuance
of the Company’s equity to which the undersigned and the Company are parties (if any), including, without limitation, any investor
rights agreements, voting agreements, option agreements, warrants and similar agreements;


 


(D)
consents (to the extent that the undersigned has not already consented) to the consummation of the Merger and the without regard to,
and prior to the expiration of, any notice periods that may be required by the terms of any instrument or agreement for the benefit of
the undersigned in connection with the Merger and the transaction contemplated thereunder;


 


(E)
irrevocably names, constitutes and appoints pursuant to clause 27 of the Merger Agreement and the terms included therein ROHIT KRISHNAN
(or such replacement Shareholders’ Representative as may be appointed in accordance with the provisions of clause 27 of the Merger
Agreement), the Sellers’ Representative, as the undersigned’s true and lawful agent and attorney-in-fact, with full power
of substitution, to act on behalf of the undersigned in connection with, and to facilitate the consummation of the Merger and the other
transactions contemplated by the Merger Agreement. In connection with the foregoing, the undersigned hereby authorizes the Sellers’
Representative, in accordance with all relevant provisions of the Merger Agreement, including to give and receive notices and communications,
to authorize payments, to object to such payments, to agree to, negotiate, enter into settlements and compromises and comply with orders
of courts and awards of arbitrators (if applicable) with respect to the Merger Agreement or the transactions contemplated thereby, to
agree to amendments to the Merger Agreement and to take all other actions that are (i) necessary or appropriate in the judgment of the
Sellers’ Representative for the accomplishment of the foregoing, (ii) permitted by the Merger Agreement to be taken by the Sellers’
Representative or (iii) specifically mandated by the terms of the Merger Agreement.


The
foregoing agreements are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding
any rights or remedies that the undersigned may have to the contrary;


 


(F)
consents and agrees to be bound by the indemnification provisions in clause 4.8 of the Merger Agreement;


 


(G)
acknowledges and agrees that he, she or it has received, read and reviewed the Merger Agreement with its counsel and other advisors;


 




    	 



    	 



    

 


(H)
recognizes and acknowledges that the Confidential Information (as such term is defined in the Merger Agreement) is a valuable, special
and unique asset of the Company. As a result, from and after the Completion, the undersigned will not, without the prior written consent
of the Company, for any reason divulge to any third party or use for its own benefit, or for any purpose other than the exclusive benefit
of Buyer and any member of the Buyer’s Group, any Confidential Information; provided, however, that the undersigned may reveal
the Confidential Information to its accountants, counsel or lenders (i) who need to know such Confidential Information, (ii) who are
informed by such party of the confidential nature of such Confidential Information, and (iii) who agree in writing to be bound by the
terms of this Agreement or are bound by other comparable duties of confidentiality with respect to such Confidential Information. In
addition, notwithstanding the foregoing, if the undersigned (or any of its affiliates) is compelled to disclose Confidential Information
by Court Order, to the extent permitted by Applicable Laws, the under shall promptly so notify the Company so that Company may seek a
protective order or other assurance that confidential treatment of such Confidential Information shall be afforded, and the undersigned
shall reasonably cooperate at the expense of the Company with the Company and its subsidiaries in connection therewith. If the undersigned
(or any of its affiliates) is so obligated by Court Order to disclose Confidential Information, it/he/she or they, as applicable will
disclose only the minimum amount of such Confidential Information as is necessary for such Person to comply with such Court Order; and


 


(I)
effective for all purposes as of the Effective Time, the undersigned (in his, her or its capacity as a Holder, director, officer, or
agent of the Company), voluntarily, knowingly and irrevocably releases and forever discharges the Company and its affiliates, and each
of their respective representatives from any and all actions, amounts, Claims, Damages, expenses, Losses and obligations of every kind,
nature or description, known or unknown, arising or existing prior to the Completion, except for the rights of the undersigned expressly
provided in the Merger Agreement and the other Transaction Documents or arising under or related to the releasing party’s employment
agreement or engagement contract, if applicable.


 


If
any covenant contained above or any part thereof is hereafter construed by a court having jurisdiction to be invalid or unenforceable,
the same shall not affect the remainder of such covenant or any other covenants, which shall be given full effect, without regard to
the invalid portions, and any court having jurisdiction shall have the power to modify such covenant to the least extent necessary to
render it enforceable and, in its modified form, said covenant shall then be enforceable and, in the event any provision is deemed invalid
or unenforceable, each party will request such modification by the applicable court. The undersigned shall not assert that such restrictions
should be eliminated in their entirety by such court.


 


6.
Representations. The undersigned hereby represents, warrants and covenants
to each of the Company, Buyer, Merger Sub and the Sellers’ Representative that, as of the date hereof:


 


(A)
the undersigned has all necessary power and authority (and, (i) if the undersigned is an individual, full legal capacity, or (ii) if
the undersigned is a corporation, partnership or limited liability company, it is duly formed, validly existing and in good standing
(where such concept exists) under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate,
partnership or limited liability company power and authority to execute and deliver this Letter of Transmittal, to surrender, sell, assign
and transfer the Shares represented by the Certificate(s) or Lost Shares Confirmation surrendered hereby, and to deliver the Certificate(s)
or Lost Shares Confirmation representing such shares, in each case to the extent applicable;


 


(B)
the execution and delivery by the undersigned of this Letter of Transmittal, the performance by the undersigned of its obligations under
this Letter of Transmittal and the consummation of the transactions contemplated hereby (i) have been duly and validly authorized by
all necessary action (including, if the undersigned is a corporation, partnership, limited liability company, trust or other entity,
action by the board of directors or other governing body of the undersigned), and (ii) no other action is required to authorize the execution,
delivery and performance of this Letter of Transmittal and the consummation by the undersigned of the transactions contemplated hereby;
and (iii) will not result in any breach of any contract or other agreement to which it is a party or by which it is bound and in the
case of a corporation, partnership or limited liability company, will not result in any breach of any provision of its constitutional
documents;


 




    	 



    	 



    

 


(C)
this Letter of Transmittal has been duly and validly executed and delivered by the undersigned and constitutes a legal, valid, and binding
obligation of the undersigned; the performance of such Holder’s obligations under the Letter of Transmittal;


 


(D)
the undersigned is the sole record and beneficial owner of, and has good and marketable title to, the Shares set forth in section 3 above
and which are represented by the Certificate(s) or Lost Shares Confirmation surrendered hereby, as applicable, in each case free and
clear of all Encumbrances;


 


(E)
the undersigned has not granted any interest in the Shares represented by the Certificate(s) or Lost Shares Confirmation surrendered
hereby;


 


(F)
the undersigned’s surrender of the Certificate(s) or Lost Shares Confirmation and the Shares represented by such Certificate(s)/Lost
Shares Confirmation, as applicable, hereby is irrevocable;


 


(G)
the undersigned confirms it is either (check one): 


 


(i)
☐ outside of the United States and is not a “U.S. person” (within the meaning set out in Regulation S under the U.S.
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(the “Securities Act”)) or 


 


(ii)
☐ inside the United States
and is either an Accredited Investor (within the meaning set out in Regulation D under the Securities
Act) or a “qualified institutional buyer” (as such term is defined in the Rule 144A under the Securities Act);


 


(H)
the undersigned has not undertaken on behalf of the Company or its Subsidiaries any obligation for the payment of any fees or expenses
of any investment banker, broker, finder or similar party with respect to the Merger Agreement or in connection with the transactions
contemplated by the Merger Agreement;


 


(I)
the undersigned has reviewed with the undersigned’s own tax and other advisors the tax consequences of the sale of the Shares hereunder
and the transactions contemplated hereby and is relying solely on such advisors and not on any statements or representations of the Company
or any of its officers, directors, Holders, partners, members, affiliates, advisors or agents, Buyer or any of its officers, directors,
equityholders, partners, members, affiliates or agents or the Sellers’ Representative or any of its officers, directors, equityholders,
partners, members, affiliates or agents. The undersigned understands that the undersigned (and not the Company, Buyer, Merger Sub or
Sellers’ Representative) shall be solely responsible for the undersigned’s own tax liability that may arise as a result of
the transactions contemplated hereby;


 




    	 



    	 



    

 


(J)
the undersigned is not bankrupt or insolvent or unable to pay its debts as they fall due within the meaning of any applicable bankruptcy
legislation; and


 


(K)
the undersigned shall comply with any applicable Tax Ruling.


 


7.
Further Assurances. The undersigned will, upon request, execute any additional
documents necessary or desirable to complete the sale, transfer and cancellation of the shares represented by the Certificate(s) or Lost
Shares Confirmation hereby delivered, if any.


 


Statement


 


By
his/her/its signature below, the undersigned hereby declares that he/she/it has read this Letter of Transmittal and hereby instructs
the Exchange Agent, the Section 102 Trustee and the Buyer, as applicable, to act as set forth herein.


 


All
authority herein conferred or agreed to be conferred by this Letter of Transmittal shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned under this Letter of Transmittal shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the undersigned. The surrender of Shares on the terms of this Letter
of Transmittal as of the Effective Time is irrevocable.


 


PLEASE
SIGN HERE


 


		 
	Signature	 
	 	 
		 
	Print
    Name	 
	 	 
		 
	ID
    / Passport	 
	 	 
		 
	Telephone

     

    
	 
	Email

     

    
	 
	Date

    

    
	 


 


	*	Must
                                            be signed by a registered or beneficial holder(s) exactly as name(s) appear(s) on share certificate(s).
                                            



 




    	 



    	 



    

 


EXHIBIT
A


FORM
OF SPOUSAL CONSENT


 


To:
PLAYSIGHT INTERACTIVE LTD.


 


Ladies
and Gentlemen:


 


I
refer to that certain Agreement for the Merger between a wholly owned subsidiary of Slinger Bag Inc. a Nevada corporation (the “Buyer”)
and Playsight Interactive Ltd (the “Company”) dated as of October 6, 2021, as amended (the “Merger Agreement”)
by and among the Buyer , the Company and ROHIT KRISHNAN solely in its capacity as the Sellers’ Representative (the “Sellers’
Representative”), pursuant to which SB Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly
owned subsidiary of Buyer (“Merger Sub”) became a party by executing a deed of adherence in accordance with such agreement
and pursuant to which, inter alia, at the Effective Time, Merger Sub shall merge with and into the Company (the “Merger”),
with the Company continuing as the surviving company (the “Surviving Company”) I, the undersigned, being the spouse
of the shareholder listed on the signature page hereto (the “Shareholder”), hereby irrevocably acknowledge, consent
and represent to you, in connection with the Merger Agreement, as follows:


 


1. I
acknowledge and hereby approve and accept all the terms and conditions of the merger agreement, as executed by or on behalf of my
spouse, pursuant to which by virtue of the Merger, (i) each outstanding share of the
Company (collectively, the “Shares”) of the Shareholder, shall be cancelled and extinguished and be converted
automatically into the right to receive shares of common stock of the Buyer as set forth in the Merger Agreement. 


 


2. I
hereby irrevocably agree that any community property interest I may have together or jointly owned with the shareholder will be
subject to the indemnity obligations of the Shareholder in accordance with and subject to the terms of the Merger Agreement, and I
will be similarly bound by the Merger Agreement as to such community property.


 


3. I
hereby confirm that any proxy and power of attorney granted by the Shareholder in connection with the merger agreement and the other
documents and instruments ancillary thereto is deemed to be also granted on my behalf.


 


4. I
understand and acknowledge that the purchaser, merger sub, the Company and other Holders, are entering into the Merger Agreement in
reliance upon my execution of this letter. My agreement shall be irrevocable and shall survive my bankruptcy, death, adjudication of
incompetence or the like.


 


5. By
signing this written consent, I hereby confirm that I have been provided an opportunity to ask questions and receive information
regarding the Merger Agreement and the transactions contemplated thereby, and i am executing this letter of my own free will and
after being independently made fully aware of my rights.


 


6.
This written consent shall be governed by, and construed in accordance with, the laws of the state of Israel, without giving effect
to any choice of law or conflict of law rules or provisions. 


 


7.
The name of the undersigned’s spouse is: ___________________________________.


 


-Signature
Page Follows-


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has executed this written consent as of the date written below.


 


	Signature
                                            of Spouse:

     
	_____________________________
	Name
                                            of Spouse:

     
	_____________________________
	ID
                                            No.:

     
	_____________________________
	Address:

     
	_____________________________
	Facsimile:

     
	_____________________________
	Email:

     
	_____________________________
	Name
    of Seller:	_____________________________
	 	 
	Date:	_____________________________


 


[Signature
Page - - Spousal Consent]


 




    	 



    	 



    

 


EXHIBIT
B


 


LOST
SHARES CONFIRMATION


 


Whereas,
the undersigned is the legal owner of ______
[Ordinary Shares nominal value NIS 0.1 per share/ Seed Preferred Shares/ Preferred A Shares/ Preferred
B1 Shares/ Preferred B2 Shares/ Preferred C1 Shares/ Preferred C2 Shares] nominal value NIS 0.0001 per share (the “Shares”)
of Playsight Interactive Ltd.. (the “Company”);


 


Now,
therefore, the undersigned hereby acknowledges, confirms, represents and warrants to the company that:


 


	1.	The
                                            undersigned has no share certificate, other than the share certificate that was issued electronically
                                            by the Company (the “Share
                                            Certificate”), and it has not sold, assigned, pledged,
                                            endorsed, subjected to a security interest, transferred, deposited under any agreement, or
                                            hypothecated, the Share Certificate(s) in whole or in part, or signed any power of attorney
                                            or other authorization of any kind to do the same which is now outstanding and in force,
                                            or otherwise disposed of same; the company is entitled to full and exclusive possession of
                                            the Share Certificate(s) and no person, firm, corporation, agency or government other than
                                            the undersigned has asserted any right, title, claim, equity or interest in, to or respecting
                                            the said Share Certificate(s). 
	 	 
	2.	The
                                            undersigned shall indemnify and hold harmless the company, its shareholders, officers, directors
                                            and/or its successors in title from and against all claims, actions, demands, liabilities,
                                            costs, charges, and expenses that may be brought against, or incurred by the Company, its
                                            shareholders, officers, directors and/or its successors in title arising out of or in connection
                                            with the Share Certificate(s).



 


The
undersigned hereby confirms that the foregoing statements are true and to the best of the undersigned’s knowledge, information,
and belief.


 


IN
WITNESS WHEREOF, the undersigned executed this Confirmation of Lost Share Certificate as of the date set forth below.


 


	NAME
  OF ENTITY IN BLOCK CAPPS (IF APPLICABLE):	 
	 	 
	By:		 
	Name:	                      	 
	Date:	 	 





 


[Signature
Page - Confirmation of Lost Share Certificate]