Exhibit 4.1

      

      
         

        THE COMPANIES ORDINANCE

      

      
        

        

      

      
        COMPANY LIMITED BY SHARES

      

      
        

        

      

      
        MEMORANDUM OF ASSOCIATION

      

      
        

        

      

      	
              1.

            	
              The name of the Company is:

            


      
         

        [AMENDED] SHARPLINK GAMING LTD.

         

      

      	
              2.

            	
              The objects for which the Company is formed are:

            


      
         

      

      	
               

            	
              A.

            	
              To be of a capacity to exercise all legal acts which are legitimate according to the law in connection with any right or obligation of arty kind and nature.

            


      
         

      

      	
               

            	
              B.

            	
              To found, establish, hold, Initiate, buy, sell, supervise, participate in, represent and manage any organization, economic activity and/or financial, business, agency, service„ real estate, property, rights and
                undertakings of any person of arty kind and nature and to provide consulting services, management, business and administrative planning, financial and organizational services and any service of any kind and nature, to any person in and out
                of Israel.

            


      
         

      

      	
               

            	
              C.

            	
              Especially and notwithstanding the generality of that set forth in Sections A and B above, to be involved in the development and marketing of software products, distribution of equipment end/or rights and/or
                products of any kind and nature, and also to deal with, to found, establish, fulfill and manage any commercial business related directly and/or Indirectly with them and to provide any service directly and/or indirectly related thereto.

            


      
         

      

      	
              3.

            	
              [AMENDED] The share capital of the Company is: NIS 6,000,000 (6,000,000 New Israeli Shekels) divided into: (a) 92,900,000 ordinary shares, NIS 0.06
                par value per share; and (b) 7,100,000 preferred shares, NIS 0.06 par value per share, of which 800,000 Preferred Shares are designated as Series A Preferred Shares, 2,600,000 Preferred Shares are designated as Series A-1 Preferred Shares,
                and 3,700,000 Preferred Shares are designated as Series B Preferred Shares.

            


      
        

        

      

      	
              4.

            	
              The liability of the members of the Company is limited.

            


      
         

      

      	
              5.

            	
              We, the undersigned, whose names and addresses appear below, desire to become incorporated in accordance with this Memorandum of Association, and agree to take the number of shares in the share capital of the
                Company as follows:

            


      
         

      

      	
              Name and I.D.

            	 	
              Address

            	 	
              No. of Shares

            	
               

            	
              Signature

            
	
               

            	 	
               

            	 	
               

            	
               

            	
               

            
	
              1.C. Mer Industries Ltd

              52-003780-5

            	 	
              Hastat 18

              Holon

            	 	
              99 Ordinary Shares

            	
               

            	
              /s/ C. Mer Industries Ltd.

            
	
               

            	 	
               

            	 	
               

            	
               

            	
               

            
	
              2.Mer & Company

            	 	
              Hastat 18

              Holon

            	 	
              1 Ordinary Share

            	
               

            	
              /s/ Mer & Company

              (1982) Ltd.

            


      

      

      	
              Total shares allotted:  100 Ordinary Shares

            


      
        

        

      

      
        Witness to the above signatures:

         

        David Sittun, Adv.

        46 Heh B’lyar Streeet

        Tel Aviv 62150