Proxy Statement (Form DEF 14A)

All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

Employee Agreements

The following discussion relates to compensation arrangements on behalf of, and compensation paid by us to, Messrs. Nattrass, Archer and Akright.

incentive pay, and a lump sum payment for 12 months of COBRA premiums. All other additional benefits and stock incentive rights (if any) would cease and expire upon termination of employment, unless otherwise provided in the Archer Agreement or by the separate written terms of such benefits or incentives. The Archer Agreement included confidentiality and non-compete provisions.

Mr. Archer resigned on February 14, 2025. In connection with his resignation, the Company entered into a severance agreement with Mr. Archer that was to pay him six months of severance.

Richard A. Akright.    We were a party to an employment agreement with Mr. Akright (the “Akright Agreement”), whereby he served as our Chief Financial Officer. Pursuant to the Akright Agreement, he received compensation pursuant to our standard programs in effect from time to time, and was eligible to receive stock options, restricted stock, stock units or other equity awards from time to time at the sole discretion of the Board in accordance with our 2021 Incentive Stock Option Plan or other equity plans that we may adopt. He was also entitled to participate in our group benefit plans.

Under certain circumstances, the Akright Agreement also provided for severance benefits following a termination without “cause” or related to a “change of control” (as such terms are defined in the Akright Agreement). In the event of a termination without “cause,” Mr. Akright was entitled to severance payments equal to six months of regular base salary and a lump sum payment for six months of COBRA premiums. In the event of termination in connection with a “change in control,” Mr. Akright was entitled to a lump sum payment equal to his annual salary and his target annual incentive pay, and a lump sum payment for 12 months of COBRA premiums. All other additional benefits and stock incentive rights (if any) would cease and expire upon termination of employment, unless otherwise provided in the Akright Agreement or by the separate written terms of such benefits or incentives. The Akright Agreement included confidentiality and non-compete provisions.

Mr. Akright resigned on February 18, 2025. In connection with his resignation, the Company entered into a consulting and transition agreement that was to pay him five months of severance and $185 per hour for ongoing consulting services where he would continue to serve as the Company’s principal financial and accounting officer. The agreement had an initial term of three months and was extended on a month-to-month basis until it terminated on December 31, 2025. On January 1, 2026, a new consulting agreement was entered into, where he served as the Company’s principal financial and accounting officer, on a month-to-month term for $280 per hour, until April 28, 2026.

Equity Incentive Awards

In June 2024, Mr. Nattrass received a restricted common stock grant of 135,000 shares (5,400 shares on a post — 1-for-25 reverse stock split basis). Of this grant, 27,000 shares (1,080 shares on a post — 1-for-25 reverse stock split basis) vest on each of January 1, 2025 and January 1, 2026 and 81,000 shares (3,240 shares on a post — 1-for-25 reverse stock split basis) vest on January 1, 2027.

In December 2025, Mr. Nattrass received a restricted common stock grant of 650,000 shares (representing 27,000 shares post the 1:25 reverse split) that were to vest upon the successful closing of the merger with Flash Sports & Media, Inc.

In June 2024, Mr. Archer received a restricted common stock grant of 78,750 shares (3,150 shares on a post — 1-for-25 reverse stock split basis). Of this grant, 15,750 shares (630 shares on a post — 1-for-25 reverse stock split basis) vest on each of January 1, 2025 and January 1, 2026 and 47,250 shares (1,890 shares on a post — 1-for-25 reverse stock split basis) vest on January 1, 2027. Mr. Archer resigned on February 14, 2025.

In December 2025, Mr. Akright received a restricted common stock grant of 250,000 shares (representing 10,000 shares post the 1:25 reverse split) that were to vest upon the successful closing of the merger with Flash Sports & Media, Inc.

Retirement Benefits

We provide all qualifying employees with the opportunity to participate in our tax-qualified 401(k) plan. The plan allows employees to defer receipt of earned salary, up to tax law limits, on a pre-tax basis. Accounts may be invested in a wide range of mutual funds. The Company matches 100% up to 4%.

Fiscal Year 2025 Outstanding Equity Awards at Fiscal Year-End Table

The following table lists all of the outstanding stock awards held on December 31, 2025 by each of the Company’s named executive officers:

The following table lists all of the outstanding option awards held on December 31, 2025 by each of the Company’s named executive officers:

Anti-Hedging Policy

Under our insider trading policy, our directors, officers and employees may not at any time buy or sell options, puts or calls on company securities, security futures, or other derivative securities that reference company securities and may not enter into hedging, monetization transactions or similar transactions with respect to Company securities. In addition, our directors and executive officers are prohibited from engaging in short sales of our stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and any persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. SEC regulations require executive officers, directors, and greater than 10% stockholders to furnish us with copies of all Section 16(a) forms they file. Based solely on the Company’s review of the copies of such forms furnished or available to the Company, the Company believes that its directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements for the year ended December 31, 2025, except for certain Form 4s relating to annual vesting of stock grants and tax withholdings related to those vested stock grants. The Company intends to file these delinquent reports on or before the annual shareholder meeting.

Certain Relationships and Related Transactions

Following is a description of transactions since January 1, 2023, including currently proposed transactions to which we have been or are to be a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or beneficial holders of more than 5.0% of our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type.

A director of the Company, James Lowe, is an owner of Cloud 9 Support, LLC (“Cloud 9”) and Potco LLC (“Potco”). Cloud 9 purchases materials from the Company for use with its customers and Potco purchases equipment from the Company for use in its cultivation facility. Another director of the Company, Sonia Lo, is working on a vertical farming innovation model with a group of CEA experts (“the CEA Consortium”). The CEA Consortium contracts services from the Company related to their business model. The table below presents the revenues for these related party entities for the twelve months ended December 31, 2025 and 2024:

Equity Incentive Plans

As of December 31, 2024, our equity compensation plans consisted of the Company’s 2021 Equity Incentive Plan, which was adopted by the Board and approved by the stockholders in May 2021, the 2019 Equity Incentive Plan, which was adopted by the Board in March 2019 and approved by our stockholders in May 2019, and the Company’s 2018 Equity Incentive Plan, which was adopted by the Board in January 2018 and was not approved by our stockholders. The following table summarizes information about our equity compensation plans. All outstanding awards relate to our common stock.

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal 2)

The Board has appointed Suri & Co., Chartered Accountants (“Suri”) as our independent registered public accounting firm for the year ending December 31, 2026. Our previous auditor, Sadler, Gibb and Associates, LLC, was dismissed on March 3, 2026. A representative of Suri is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he, she or they so desires and will be available to respond to appropriate questions.

Stockholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of Suri to the stockholders for ratification. Even if the appointment is ratified, our Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board determines that such a change would be in our and our stockholders’ best interests.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL 2 TO RATIFY THE APPOINTMENT OF SURI & CO., CHARTERED ACCOUNTANTS, TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER31, 2026.

Fees Paid to Sadler, Gibb and Associates, LLC

The following table shows the aggregate fees for professional services provided to the Company by Sadler, Gibb and Associates, LLC for 2025 and 2024:

Report of the Audit Committee

In accordance with our Audit Committee Charter, our Audit Committee oversees our financial reporting process on behalf of our Board. Management has the primary responsibility for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, internal control over financial reporting, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Audit Committee’s responsibility is to monitor and oversee these processes. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2025, with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

Our Audit Committee reviewed with the independent registered public accounting firm, which is responsible for auditing our financial statements and for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, the firm’s judgments as to the quality of our accounting principles and such other matters as are required to be discussed with the Audit Committee by the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

In addition, our Audit Committee received the written disclosures and the letter from our independent registered public accounting firm required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, discussed with our independent registered public accounting firm the firm’s independence from both management and our Company, and considered the compatibility of our independent registered public accounting firm’s provision of non-audit services to our company with its independence.

In reliance on the reviews and discussions referred to above, but subject to the limitations on the role and responsibility of our Audit Committee referred to below, our Audit Committee recommended to our Board that (and our Board has approved) the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

Committee members rely on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, our Audit Committee serves an oversight role and does not in itself determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control over financial reporting and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are presented in accordance with United States generally accepted accounting principles, or that Sadler, Gibb and Associates, LLC is in fact “independent.”

AUDIT COMMITTEE

Gary Herman

Donald Fell

Sonia Lo

NON-BINDING ADVISORY VOTE ON THE COMPENSATION
OF NAMED EXECUTIVE OFFICERS

(Proposal 3)

In accordance with Section 14A of the Exchange Act, the board of directors is asking stockholders to approve an advisory (non-binding) resolution on the compensation of our named executive officers. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. The text of the resolution is as follows:

RESOLVED, that the stockholders of Flash Sports & Media Holdings, Inc. approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Company’s 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table and related compensation tables and narrative discussion within the “Compensation of Executive Officers” section of the Company’s proxy statement.

We have designed our compensation and benefits program and philosophy to attract, retain and incentivize talented, qualified and committed executive officers that share our philosophy and desire to work toward our goals. We believe that our executive compensation program aligns individual compensation with the short-term and long-term performance of the Company.

The vote regarding the compensation of our named executive officers described in this Proposal 3, referred to as a “say-on-pay vote,” is advisory, and is, therefore, not binding on the Company or the Board. Although non-binding, the Board and the Compensation Committee value the opinions that stockholders express in their votes and will review the voting results and take them into consideration as they deem appropriate when making future decisions regarding our executive compensation program.

Required Vote

The approval of a majority of the votes cast at the Annual Meeting is required for the approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL 3 (THE NON-BINDING APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS).

APPROVAL OF THE AMENDED AND RESTATED EQUITY INCENTIVE PLAN

(Proposal 4)

On August 7, 2026, our Board approved the Company’s Amended and Restated 2021 Omnibus Stock Incentive Plan, subject to stockholder approval (the “Equity Incentive Plan” and as amended and restated the “Amended and Restated Equity Incentive Plan”). We are seeking stockholder approval to amend and restate the Equity Incentive Plan so that (i) the maximum number of shares that will be made available for sale thereunder will increase by 3,000,000 shares and (ii) an annual evergreen provision of 5% will be added.

Prior to Amended and Restated Equity Incentive Plan, the Equity Incentive Plan had a maximum number of shares available for sale of 8,500,000 shares of Common Stock. As of June 30, 2026, 276,020 shares of Common Stock remained available for future issuance under the Equity Incentive Plan. We estimate that, with an increase of 3,000,000 shares, we will have a sufficient number of shares of Common Stock to cover issuances under the Amended and Restated Equity Incentive Plan through the end of 2026 and the evergreen provision of 5% will provide a sufficient number of shares on an annual basis thereafter. Consequently, our Board has, subject to stockholder approval, increased the aggregate number of shares that may be sold under the Equity Incentive Plan by 3,000,000 shares of Common Stock and approved the annual evergreen provision of 5% in the Equity Incentive Plan.

As of June 30, 2026, there were 18,289 stock options which remained unexercised under the Company’s equity incentive plans, with a weighted-average exercise price of $169.25 and a weighted-average remaining term of 6.35 years. In addition, as of June 30, 2026, there were 29,614 unvested full value awards with time-based vesting and no unvested full value awards with performance-based vesting outstanding under the Equity Incentive Plan.

The following summary of certain major features of the Amended and Restated Equity Incentive Plan is subject to the specific provisions contained in the full text of the Amended and Restated Equity Incentive Plan set forth in Appendix D to this proxy statement.

Our Board believes it is in the best interest of the Company and our stockholders that the Amended and Restated Equity Incentive Plan be approved. Stockholders are requested in this proposal to approve the Amended and Restated Equity Incentive Plan.

The Amended and Restated Equity Incentive Plan will allow us to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through the Equity Incentive Plan, encouraging them to remain in our employ and more closely aligning their interests with those of our stockholders. The Company does not currently offer a cash bonus program to its full-time employee base. As a result, we believe that offering ownership interests in the Company through the Equity Incentive Plan is a key factor in retaining existing employees, recruiting, and retaining new employees and aligning and increasing the interest of all employees in our success.

Summary of Amended and Restated Equity Incentive Plan

The Amended and Restated Equity Incentive Plan allows us to make equity and equity-based incentive awards to certain officers, employees, directors, and consultants. The purpose of the Amended and Restated Equity Incentive Plan is to provide a means through which we may attract, retain, and motivate qualified persons such as employees, directors, and consultants, thereby enhancing our growth prospects and long-term profitability. In addition, the Amended and Restated Equity Incentive Plan is intended to provide a means through which persons upon whom the responsibilities of the successful administration and management of the Company and its affiliates rest, and whose present and potential contributions to the Company and its affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to our performance, thereby strengthening their concern for the Company and its affiliates.

The Amended and Restated Equity Incentive Plan will reserve an aggregate of 11,500,000 shares of Common Stock for the issuance of Awards under the Equity Incentive Plan (the “Share Limit”). Any shares of Common Stock subject to an Award that is canceled, forfeited, or expires prior to exercise or realization will again become available for issuance under the Equity Incentive Plan. The Share Limit shall be cumulatively increased on January 1, 2027, and on each January 1 thereafter, by (i) five percent (5%) of the number of shares of Common Stock issued and outstanding on a pro forma basis on the immediately preceding December 31, including all shares of Common Stock underlying any then-outstanding stock options, stock appreciation rights, restricted stock units, and unvested restricted stock awards, or (ii) such lesser number of shares as determined by our Board. The Share Limit is subject to adjustment in

the event of a subdivision, consolidation, reorganization, recapitalization, reclassification, stock split, stock dividend, reverse stock split, or other similar change in the Company’s capitalization. The maximum aggregate number of shares of Common Stock that may be issued upon exercise of incentive stock options under the Amended and Restated Equity Incentive Plan shall not exceed the Share Limit. Based upon the closing price of $1.32 per share of Common Stock on August 12, 2026, the maximum aggregate market value of the remaining Common Stock that could potentially be issued under the Amended and Restated Equity Incentive Plan, including the 3,000,000 additional shares, is $4,324,347.

The Amended and Restated Equity Incentive Plan will be administered by the Board or a Committee designated by the Board (the “Committee”), which Committee, if applicable, will be constituted in a manner satisfying applicable law and Rule 16b-3 under the Exchange Act. The Committee, which initially will be the Compensation Committee, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended and Restated Equity Incentive Plan. The Committee need not take the same action or actions with respect to all awards or portions thereof or with respect to all participants. The Committee may take different actions with respect to the vested and unvested portions of an award. Persons eligible to participate in the Amended and Restated Equity Incentive Plan will be officers, employees, non-employee directors, and consultants as selected from time to time by the Committee in its discretion, subject to the terms of the Amended and Restated Equity Incentive Plan and applicable law. As of June 30, 2026, approximately nine (9) individuals were eligible to participate in the Equity Incentive Plan, which includes two (2) executive officers, approximately two (2) employees who are not executive officers, and five (5) non-employee directors.

The Amended and Restated Equity Incentive Plan permits the granting of options to purchase Common Stock that are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and nonstatutory options that do not so qualify. Options granted under the Amended and Restated Equity Incentive Plan will be non-qualified options to the extent such fail to qualify as incentive stock options or exceed the annual limit on incentive stock options under Section 422 of the Code. Incentive stock options may only be granted to employees of the Company and certain of its affiliates that are corporations. Nonstatutory options may be granted to any persons generally eligible to receive awards under the Amended and Restated Equity Incentive Plan. The option exercise price of each option will be determined by the Committee but may not be less than 100% of the fair market value of the Common Stock on the date of grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of the fair market value of the Common Stock on the date of grant. The term of each option will be fixed by the Committee and may not exceed ten years from the date of grant, or, in the case of an incentive stock option granted to a ten percent stockholder, five years from the date of grant. The Committee will determine at what time or times each option may be exercised, including in connection with a termination of employment or other service relationship, upon the occurrence of certain events or the achievement of applicable performance goals. Upon exercise of options, the Committee will determine the methods by which the applicable exercise price may be paid, including cash, Common Stock (including previously owned shares or through a cashless exercise, i.e., “net settlement”, a broker-assisted exercise, or other reduction of the amount of shares otherwise issuable pursuant to the option), other awards, other property, or any other legal consideration the Committee deems appropriate.

The Committee may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of Common Stock, cash, or other consideration, equal to the value of the appreciation of Common Stock on the grant date over the exercise price. The exercise price may not be less than 100% of the fair market value of Common Stock on the date of grant. The term of each stock appreciation right will be fixed by the Committee and may not exceed ten years from the date of grant. The Committee will determine at what time or times each stock appreciation right may be exercised.

The Committee may award restricted shares of Common Stock and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified vesting period. Except as otherwise provided in the applicable award agreement, a grantee will not have any rights of a stockholder with respect to restricted shares of Common Stock, including the right to vote or receive dividends and other distributions, and no cash dividends or dividend equivalents will accrue or be paid with respect to any unvested restricted shares, unless and until such shares vest. Restricted stock units are notional shares that entitle the participant to receive at the end of a specified period (which may or may not be coterminous to the vesting period applicable to the award) shares

of Common Stock or cash equal to the then fair market value of shares of Common Stock, or any combination of such shares and cash, as determined by the Committee. The Committee may also grant shares of Common Stock that are free from any restrictions under the Amended and Restated Equity Incentive Plan. Unrestricted stock may be granted to participants as a bonus, as additional compensation, or in lieu of cash compensation any such participant is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

The Committee may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of Common Stock. With respect to dividend equivalents awarded in connection with another award, absent a contrary provision in the applicable award agreement, such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the award with respect to which the dividends accrue and shall not be paid unless and until such award has vested and been earned.

The Committee may grant other stock-based awards that consist of a right denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock. At the discretion of the Committee, other stock-based awards may be subject to such vesting and other terms as the Committee may establish, including performance goals.

The Committee is also authorized to grant cash awards under the Amended and Restated Equity Incentive Plan. Cash awards on a free-standing basis or as an element of, or a supplement, or in lieu of any other award under the Equity Incentive Plan in such amounts and subject to any other terms and conditions as the Committee deems appropriate.

Individuals who become eligible to participate in the Amended and Restated Equity Incentive Plan following a merger, consolidation, or other acquisition by us may be entitled to receive substitute awards in exchange for similar awards that the individual may have held prior to the applicable merger, consolidation or other acquisition.

The Amended and Restated Equity Incentive Plan provides that, effective upon the consummation of a Corporate Transaction (as defined in the Amended and Restated Equity Incentive Plan), all outstanding awards under the Amended and Restated Equity Incentive Plan will terminate, except to the extent such awards are assumed by the successor entity in connection with the Corporate Transaction. The Committee has the authority, exercisable in advance of or at the time of an actual or anticipated Corporate Transaction, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested awards and the release of any transfer, repurchase, or forfeiture restrictions applicable to such awards in connection with a Corporate Transaction, on such terms and conditions as the Committee may specify, including conditioning such vesting or release upon the subsequent termination of the participant’s service within a specified period following the effective date of the Corporate Transaction.

Participants in the Amended and Restated Equity Incentive Plan are responsible for the payment of any federal, state, or local taxes that we are required by law to withhold upon the exercise of options or stock appreciation rights or payment, vesting, or settlement of other awards. In certain circumstances specified in the Amended and Restated Equity Incentive Plan and subject to approval by the Committee, participants may elect to have the tax withholding obligations satisfied by authorizing us to withhold shares of Common Stock to be issued pursuant to the exercise or vesting of such award.

The Committee may alter or amend the Amended and Restated Equity Incentive Plan or any part thereof from time to time; provided that no change in the Amended and Restated Equity Incentive Plan may be made that would materially and adversely affect the rights of any participant under any award previously granted without the consent of such participant, and provided, further, that the Committee may not, without the approval of our stockholders, amend the Amended and Restated Equity Incentive Plan to increase the aggregate maximum number of shares of Common Stock that may be issued under the Amended and Restated Equity Incentive Plan, materially modify the requirements for participation in the Amended and Restated Equity Incentive Plan or take any other action that otherwise must be approved by stockholders in order to comply with the any federal or state law or regulation or the rules of any stock exchange on which the shares of Common Stock may then be listed or quoted. No awards may be granted under the Amended and Restated Equity Incentive Plan after the date that is ten years from the effective date of the Equity Incentive Plan.

Form S-8

Following the approval of the Amended and Restated Equity Incentive Plan, we intend to file with the SEC a registration statement on Form S-8 covering the additional shares of Common Stock issuable under the Amended and Restated Equity Incentive Plan.

Certain United States Federal Income Tax Aspects

The following is a summary of the principal federal income tax consequences of certain transactions under the Amended and Restated Equity Incentive Plan. The following discussion is for general information only and is intended to briefly summarize the United States federal income tax consequences to participants arising from participation in the Amended and Restated Equity Incentive Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of a participant in the Amended and Restated Equity Incentive Plan may vary depending on his or her particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences.

amount equal to the fair market value of the restricted shares of Common Stock at the time the shares are granted. If a Section 83(b) election is made and the shares of Common Stock are subsequently forfeited, the recipient will not be allowed to take a deduction for the value of the forfeited shares of Common Stock.

A participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he or she recognizes income under the rules described above. The tax basis in the shares of Common Stock received by a participant will equal the amount recognized by the participant as compensation income under the rules described in the preceding paragraph, and the participant’s capital gains holding period in those shares of Common Stock will commence on the later of the date the shares of Common Stock are received or the restrictions lapse. Subject to the application of Section 162(m) of the Code, we will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules.

STOCKHOLDER PROPOSALS

All proposals that stockholders seek to have included in the proxy statement and form of proxy for the Company’s 2027 Annual Meeting of Stockholders must be received at the Company’s principal executive offices at 1140 Avenue of the Americas, Suite 1140, New York, New York 10036, not later than May 17, 2027; provided, however, that if the date of the 2027 Annual Meeting of Stockholders is more than 30 days before or after September 28, 2027, notice by the stockholder must be delivered a reasonable time before the Company begins to print and send its proxy materials. Upon timely receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and form of proxy in accordance with applicable law.

A stockholder who wishes to present a proposal at the Company’s 2027 Annual Meeting of Stockholders, but who does not request that the Company solicit proxies for the proposal, must submit the proposal to the Company’s principal executive offices at 1140 Avenue of the Americas, Suite 1140, New York, New York 10036, not less than 45 or more than 75 days prior to the first anniversary of the date on which we first mailed proxy materials for the 2026 Annual Meeting of Stockholders.

In addition to satisfying the requirements under our bylaws with respect to advance notice of any director nomination, any stockholder that intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with Rule 14a-19 under the Exchange Act must provide notice to the corporate secretary at 1140 Avenue of the Americas, Suite 1140, New York, New York 10036 no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting (no later than July 30, 2027, for the 2027 Annual Meeting of Stockholders). Any such notice of intent to solicit proxies must comply with all the requirements of Rule 14a-19.

OTHER BUSINESS

Management is not aware of any other business to come before the Annual Meeting other than as set forth in the Notice. Should any other business be properly brought before the Annual Meeting, it is the intention of the persons named in the form of proxy to vote the shares of common stock represented thereby in accordance with their discretion and best judgment on such matter.

ADDITIONAL INFORMATION

Stockholders that have additional questions about the information contained in this Proxy Statement should contact the Company at Flash Sports & Media Holdings, Inc., 1140 Avenue of the Americas, Suite 1140, New York, New York 10036 or at phone number (720) 390-3880.

IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR SHARES TO BE VOTED ARE URGED TO VOTE BY PROXY AS DESCRIBED IN THE NOTICE.

Appendix A

CHARTER OF THE AUDIT COMMITTEE OF FLASH SPORTS & MEDIA HOLDINGS, INC.

4.To discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies. These discussions need not occur in advance of each release or each provision of guidance.

C.Performance and Independence of the Company’s Independent Auditors.

1.At least annually, to obtain and review a written report by the independent auditors describing:

a)The independent auditing firm’s internal quality control procedures;

b)Any material issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (PCAOB) review or inspection of the independent auditing firm;

c)Any material issues raised by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the independent auditing firm;

d)Any steps taken to deal with any issues raised in such internal quality control reviews, PCAOB reviews, peer reviews, or governmental or professional authority inquiries or investigations; and

e)All relationships between the independent auditor and the Company or any of its subsidiaries.

To discuss with the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors.

2.To annually evaluate the independent auditor’s qualifications, performance and independence, including a review and evaluation of the lead audit partner, taking into account the opinions of Company management and the Company’s internal auditors, as well as receipt of the written letter from the independent auditor pursuant to PCAOB Rule 3525 regarding pre-approval of non-audit services, and to report its conclusions to the Board.

3.To assure regular rotation of the lead audit partner, as required by law.

4.To keep the Company’s independent auditors informed of the Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company; and to review and discuss with the Company’s independent auditors the auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related parties.

5.To review and set clear hiring policies for employees or former employees of the independent auditors.

D.Review of Services and Audit by Independent Auditor.

1.To select and retain an independent registered public accounting firm to act as the Company’s independent auditors for the purpose of auditing the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting, subject to ratification by the Company’s stockholders of the selection of the independent auditors, set the compensation of the Company’s independent auditors, oversee the work done by the Company’s independent auditors and terminate the Company’s independent auditors, if necessary.

2.To select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

3.To approve all audit engagement fees and terms; and to pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent auditors or other registered public accounting firms, and establish policies and procedures for the Committee’s pre-approval of permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis.

4.To review and discuss with the Company’s independent auditors (a) the auditors’ responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process, (b) the overall audit strategy, (c) the scope and timing of the annual audit, (d) any significant risks identified during the auditors’ risk assessment procedures and (e) when completed, the results, including significant findings, of the annual audit.

5.To review and discuss with the Company’s independent auditors:

a)Critical accounting policies and practices to be used in the audit;

b)Alternative treatments of financial information within GAAP that have been discussed with Company management, the ramifications of the use of such alternative disclosure and treatments, and the treatment preferred by the independent auditors;

c)Other material written communications between the independent auditor and Company management, such as any management letter or schedule of unadjusted differences;

d)The Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company;

e)The auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related parties; and

f)Any other matters required to be discussed by PCAOB Auditing Standards No. 1301, Communications with Audit Committees and other applicable requirements of the PCAOB and the SEC.

E.Performance of the Company’s Internal Audit Function.

1.To periodically meet separately with internal auditors.

2.To review and approve functions of the Company’s internal audit department and the annual internal audit plan.

3.To receive and review summaries and reports from the internal auditor with respect to its review of the operations of the Company and the systems of internal controls and, where deemed appropriate, management’s responses thereto.

4.To review with management, the internal audit department and the Company’s independent auditors the activities, organizational structure, staffing, adequacy, effectiveness and qualifications of the Company’s internal audit function, including any significant deficiencies or material weaknesses in the design operation of, and any material changes in, the Company’s internal controls, and any fraud involving management or other employees with a significant role in such internal controls.

F.Controls within the Company; Related Party Transactions.

1.To periodically meet separately with Company management including Senior Finance and Accounting management.

2.To annually review major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies.

3.To receive quarterly a report from the Company’s chief executive and chief financial officer describing:

a)All significant deficiencies in the design or operation of internal controls which could adversely affect the issuer’s ability to record, process, summarize, and report financial data; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

4.To establish and review procedures for:

a)The receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

b)The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

5.To review, consider for approval and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) in accordance with the Company’s related party transaction approval policy on an ongoing basis.

G.Review of Risk Management; Compliance.

1.To review and discuss with management and the internal audit department the risks faced by the Company and the policies, guidelines and policies by which management assess and manages the Company’s risks and the steps the Company management has taken to monitor and control such exposures.

2.Oversee the Company’s cybersecurity plan, business continuity program, information protection management strategy and related risks to all of these areas. Review the Company’s cyber insurance policies to ensure appropriate coverage. Review the Company’s development and training plan for critical IT staff as well as succession planning. Review this committee members’ expertise and background in cybersecurity.

3.To review the Company’s compliance with applicable laws and regulations and to review and oversee the Company’s policies, procedures and program designed to promote and monitor legal, ethical and regulatory compliance.

4.To monitor compliance with the Company’s Code of Business Conduct and Ethics (the “Code”) to investigate any alleged breach or violation of the Code, and to enforce the provisions of the Code.

B.Member Qualifications.    To be a member of the Committee, a Board member must meet the following requirements:

1.Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication. At least one member of the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication;

2.Each member of the Committee must be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the Nasdaq Stock Market;

3.She/he must have, or obtain within a reasonable period of time after his/her appointment to the Committee, familiarity with the key issues relevant to the work of the Committee;

4.She/he and members of his/her immediate family and entities of which she/he is a partner, member, officer, director or significant (greater than 10%) stockholder must not receive any compensation from the Company, except for his/her director’s fees (prohibited compensation includes fees paid for accounting, consulting, legal, investment banking or financial advisory services);

5.She/he must not be the beneficial owner, directly or indirectly, of more than ten percent (10%) of any class of the Company’s voting equity securities, or be an executive officer of the Company; and

6.She/he must not have participated in the preparation of the Company’s or any of its subsidiaries financial statements at any time during the past three years.

C.Appointment and Removal of Chair.

1.Appointment.    At the time the Board appoints members of the Committee, the Board also will appoint one of the members to act as Chair of the Committee. In addition to chairing meetings of the Committee, the Chair will be the liaison to Company management and will be responsible for setting the agenda for meetings, reporting to the Board and being available to answer questions at annual meetings of shareholders. The Chair may temporarily delegate his or her responsibilities to another member of the Committee if she/he is not available to perform them.

2.Removal.    The Chair may be removed by the Board at any time with or without cause, provided that a new Chair is appointed by the Board at the same time.

D.Meetings; Operations.

1.The Committee shall meet at least four (4) times per year at such times and places as it deems necessary to fulfill its responsibilities. These meetings shall be in coincidence with the Company’s issuance of its 10-Q and 10-K filings and may be conducted by teleconference. The Committee shall also meet prior to any scheduled annual meeting of the Company.

2.The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

3.The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. At the next meeting of the Board after any Committee meeting, the Chair or his/her nominee will provide the Board with a report on the matters addressed at the Committee meeting.

4.The Committee shall meet separately, and periodically, with management, members of the Company’s internal audit department and representatives of the Company’s independent auditors, and shall invite such persons to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However, the Committee shall meet regularly without such persons present.

E.Delegation.    Except where otherwise prohibited, including pursuant to the Nasdaq listing standards, the Committee may delegate to a subcommittee or to the Chair the right to hear and determine any issue (whether specific or general) on behalf of the whole Committee, and the Committee may also delegate administrative tasks to employees of the Company; provided, however, that no such delegation can alter the fundamental duties and responsibilities of the Committee.

Appendix B

CHARTER OF THE COMPENSATION COMMITTEE OF FLASH SPORTS & MEDIA HOLDINGS, INC.

B.Compensation of the Chief Executive Officer.

1.To review and approve annually the corporate goals and objectives relevant to the Chief Executive Officer’s compensation;

2.To evaluate, at least annually, the performance of the Chief Executive Officer in light of the approved corporate goals and objectives;

3.To determine and approve the compensation level of the Chief Executive Officer based on such evaluation and taking into account the results of the most recent Say on Pay Vote; and

4.To set the long-term incentive component of the compensation of the Chief Executive Officer considering the Company’s performance and relative shareholder return, the value of incentive awards to Chief Executive Officers at other companies, and (as appropriate) the awards given to the Company’s Chief Executive Officers in past years.

C.Compensation of Other Executive Officers.    To approve the compensation of all other executive officers. In evaluating and determining executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote.

D.Director Compensation.    To regularly review and evaluate the compensation program for Directors and, as appropriate, recommend changes to the Board.

C.Appointment and Removal of Chair.

1.Appointment.    At the time the Board appoints members of the Committee, the Board also will appoint one of the members to act as Chair of the Committee. In addition to chairing meetings of the Committee, the Chair will be the liaison to Company management and will be responsible for setting the agenda for meetings, reporting to the Board and being available to answer questions at annual meetings of shareholders. The Chair may temporarily delegate his or her responsibilities to another member of the Committee if s/he is not available to perform them.

2.Removal.    The Chair may be removed by the Board at any time with or without cause, provided that a new Chair is appointed by the Board at the same time.

D.Delegation.    Except where otherwise prohibited, the Committee may delegate to a subcommittee which shall consist all of its members from the Committee or to the Chair the right to hear and determine any issue (whether specific or general) on behalf of the whole Committee, and the Committee may also delegate administrative tasks to employees of the Company; provided, however, that no such delegation can alter the fundamental duties and responsibilities of the Committee. Any subcommittee created hereby must be comprised of at least two members from the Committee and meet the definition of outside directors, as defined in Section 162 of the Internal Revenue Code or non-employee directors, as defined in Rule 16b-3 of the Exchange Act.

E.Meetings; Operations.

1.The Committee shall meet as frequently as circumstances dictate, and at such times and places as it deems necessary to fulfill its responsibilities.

2.The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

3.The Committee may include in its meetings members of the Company’s management, other members of the Board, or third parties; provided, however, the Committee shall meet regularly without such members present, and in all cases, The CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

4.At the next meeting of the Board after any Committee meeting, the Chair or his/her nominee will provide the Board with a report on the matters addressed at the Committee meeting.

B.In retaining or seeking advice from compensation consultants, outside counsel and other advisors (other than the Company’s in-house counsel), the Committee must take into consideration the factors specified in the Nasdaq listing standards. The Committee may retain, or receive advice from, any compensation advisor they prefer, including ones that are not independent, after considering the specified factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice.

C.The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

Appendix C

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF FLASH SPORTS & MEDIA HOLDINGS, INC.

MEMBERSHIP

The Nominating and Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of Flash Sports & Media Holdings, Inc. (the “Company”) shall consist of two or more directors. Each member of the Committee shall be independent in accordance with the rules of The Nasdaq Stock Market.

PURPOSE

The purpose of the Committee is to carry out the responsibilities delegated by the Board relating to the Company’s director nominations process.

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

To identify and screen individuals qualified to become members of the Board, consistent with criteria approved by the Board. The Committee shall consider any director candidates recommended by the Company’s stockholders pursuant to the procedures described in the Company’s proxy statement.

To make recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders.

To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board.

To oversee the Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework, including its articles of incorporation and bylaws.

To develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation.

To review the Board’s committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairpersons annually.

If a vacancy on the Board or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by stockholders or appointment by the Board.

To review and make recommendations to the Board with respect to management succession planning. To oversee periodic evaluations of members of the Board.

OUTSIDE ADVISORS

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a director search firm as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter.

The Committee shall set the compensation and oversee the work of the director search firm.

The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside counsel, an executive search firm and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter.

The Committee shall set the compensation and oversee the work of its outside counsel, the executive search firm and any other advisors.

The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its search consultants, outside counsel and any other advisors.

STRUCTURE AND OPERATIONS

The Board shall designate a member of the Committee as the chairperson.

The Committee shall meet at least four times a year at such times and places as it deems necessary to fulfill its responsibilities.

The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate.

The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.

DELEGATION OF AUTHORITY

The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.

PERFORMANCE EVALUATION

The Committee shall conduct an annual evaluation of the performance of its duties under this charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.

Appendix D

Flash Sports & Media Holdings, Inc.

Amended and Restated 2021 Omnibus Stock Incentive Plan

(as amended, restated and adopted on August [], 2026)

of a Company or a Related Entity policy which is or is reasonably expected to be materially injurious to the Company and/or a Related Entity; or (F) if the Grantee is an Employee, the grantee’s failure to follow the reasonable instructions of the Board or such grantee’s direct supervisor, which failure, if curable, is not cured within ten (10) days after notice to such grantee or, if cured, recurs within one hundred eighty (180) days.

(h)“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

(i) “Committee” means any committee composed of members of the Board appointed by the Board to administer the Plan.

(j) “Common Stock” means the Company’s voting common stock, no par value per share.

(k)“Company” means Flash Sports & Media Holdings, Inc., a Delaware corporation, or any successor entity that adopts the Plan in connection with a Corporate Transaction.

(l) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity.

(m)“Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence for purposes of this Plan shall include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity has a reasonable expectation that the individual will return to provide services for the Company or Related Entity, and provided further that the leave does not exceed six (6) months, unless the individual has a statutory or contractual right to re-employment following a longer leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option beginning on the day three (3) months and one (1) day following the expiration of such three (3) month period.

(n)“Corporate Transaction” means any of the following transactions, provided, however, that the Administrator shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

(ii)the sale, transfer or other disposition of all or substantially all of the assets of the Company;

(iii)the complete liquidation or dissolution of the Company;

(iv)any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the Shares outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger; or

(v)acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities.

(w)“Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.

(x)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(y)“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(z)“Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(aa)“Option” means an option to purchase one or more Shares pursuant to an Award Agreement granted under the Plan.

(bb)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(cc)“Performance Period” means the time period during which specified performance criteria must be met in connection with vesting of an Award as determined by the Administrator, as described in Section 6(d) below.

(dd)“Plan” means this Flash Sports & Media Holdings, Inc. Amended and Restated 2021 Omnibus Stock Incentive Plan, as the same may be amended from time to time.

(ee)“Post-Termination Exercise Period” means the period specified in the Award Agreement of not less than thirty (30) days commencing on the date of termination (other than termination by the Company or any Related Entity for Cause) of the Grantee’s Continuous Service, or such longer period as may be applicable upon death or Disability.

(ff)“Related Entity” means any Parent or Subsidiary of the Company.

(gg)“Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator.

(hh)“Restricted Stock Units” means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

(ii)“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor thereto.

(jj)“SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured by appreciation in the value of Common Stock.

(kk)“Share” means a share of the Common Stock.

(ll)“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(mm)“Tax Obligations” means all income tax, social insurance, payroll tax, fringe benefits tax, or other tax-related liabilities related to a Grantee’s participation in the Plan and the receipt of any benefits hereunder, as determined under the Applicable Laws.

be cumulatively increased by (i) five percent (5%) of the number of shares of Stock issued and outstanding on a pro forma basis on the immediately preceding December 31 including all shares of Stock underlying any then-outstanding stock options, stock appreciation rights, restricted stock units, and unvested restricted stock or (ii) such lesser number of shares as determined by our Board.

(b)Any Shares subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in full or in part, shall again become available for issuance under the Plan, except that the maximum aggregate number of Shares which may be issued pursuant to the exercise of Incentive Stock Options shall not exceed the number specified in Section 3(a). In the event any Option or other Award granted under the Plan is exercised through the tendering of Shares (either actually or through attestation), or in the event tax withholding obligations are satisfied by tendering or withholding Shares, any Shares so tendered or withheld shall not again be available for awards under the Plan. To the extent that cash in lieu of Shares is delivered upon the exercise of an SAR pursuant to Section 6(m), the Company shall be deemed, for purposes of applying the limitation on the number of shares, to have issued the number of Shares which it was entitled to issue upon such exercise, notwithstanding that cash was issued in lieu of such Shares. Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options shall not be available for awards under the Plan.

(vii)to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; provided, however, that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee;

(viii) The Administrator shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest;

(ix)to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan;

(x)to institute an option exchange program;

(xi)to make other determinations as provided in this Plan; and

(xii)to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.

The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or authority of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be final, conclusive and binding on all persons having an interest in the Plan.

(Q)Operating efficiency;

(R)Operating expenses;

(S)Economic value added;

(T)Improvement in or attainment of expense levels;

(U)Improvement in or attainment of working capital levels;

(V)Debt reduction;

(W)Capital targets; and

(X)Consummation of acquisitions, dispositions, projects or other specific events or transactions.

(ii)The Administrator may provide in any grant of an Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (A) asset write-downs, (B) litigation or claim judgments or settlements, (C) the effect of changes in tax laws, accounting principles or regulations, or other laws or provisions affecting reported results, (D) any reorganization and restructuring programs, (E) Extraordinary Items for the applicable Performance Period, (F) mergers, acquisitions or divestitures, and (G) foreign exchange gains and losses. For this purpose, “Extraordinary Items” means extraordinary, unusual, and/or nonrecurring items of gain or loss as defined under United States generally accepted accounting principles.

(iii)Before the 90th day of the applicable Performance Period (or, if the Performance Period is less than one year, no later than the number of days which is equal to 25% of such Performance Period), the Administrator will determine the duration of the Performance Period, the performance criteria on which performance will be measured, and the amount and terms of payment/vesting upon achievement of the such criteria.

(iv)Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable performance criteria have been achieved for the Awards for such Performance Period. A Grantee will be eligible to receive payment pursuant to an Award for a Performance Period only if the performance criteria for such Performance Period are achieved. In determining the amounts earned by a Grantee pursuant to an Award issued pursuant to this Section 6(d), the Administrator will have the right to (A) reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period, (B) determine what actual Award, if any, will be paid in the event of a Corporate Transaction or in the event of a termination of employment following a Corporate Transaction prior to the end of the Performance Period, and (C) determine what actual Award, if any, will be paid in the event of a termination of employment other than as the result of a Grantee’s death or Disability prior to a Corporate Transaction and prior to the end of the Performance Period to the extent an actual Award would have otherwise been achieved had the Grantee remained employed through the end of the Performance Period.

(v)Payment of the Award to a Grantee shall be paid following the end of the Performance Period, or if later, the date on which any applicable contingency or restriction has ended.

be determined by the Administrator at the date of grant but may not be less than 100% of the Fair Market Value of the Shares subject thereto on the date of grant. Subject to the right of the Administrator to deliver cash in lieu of Shares (which, as it pertains to Officers and Directors of the Company, shall comply with all requirements of the Exchange Act), the number of Shares which shall be issuable upon the exercise of an SAR shall be determined by dividing:

(i) the number of Shares as to which the SAR is exercised multiplied by the amount of the appreciation in such Shares (for this purpose, the “appreciation” shall be the amount by which the Fair Market Value of the Shares subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to an Option, the exercise price of the Shares under the Option or (2) in the case of an SAR granted alone, without reference to a related Option, an amount which shall be determined by the Administrator at the time of grant, subject to adjustment under Section 13); by

(ii)the Fair Market Value of a Share on the exercise date.

In lieu of issuing Shares upon the exercise of an SAR, the Administrator may elect to pay the holder of the SAR cash equal to the Fair Market Value on the exercise date of any or all of the Shares which would otherwise be issuable. No fractional Shares shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the Fair Market Value of a Share on the exercise date or to purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise. The exercise of an SAR related to an Option shall be permitted only to the extent that the Option is exercisable under Section 11 on the date of surrender. Any Incentive Stock Option surrendered pursuant to the provisions of this Section 6(m) shall be deemed to have been converted into a Non-Qualified Stock Option immediately prior to such surrender.

(iii)delivery of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator determines as appropriate (but only to the extent that the acceptance or terms of the promissory note would not violate an Applicable Law); provided, however, that interest shall compound at least annually and shall be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and compensation income to the Grantee under any applicable provisions of the Code, and (B) the classification of the Award as a liability for financial accounting purposes;

(iv)surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be exercised;

(v)with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a broker-dealer acceptable to the Company to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates (or other evidence satisfactory to the Company to the extent that the Shares are uncertificated) for the purchased Shares directly to such broker-dealer in order to complete the sale transaction;

(vi)with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined by the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share;

(vii)past or future services actually or to be rendered to the Company or a Related Entity;

(viii)any combination of the foregoing methods of payment; or

(ix)any other method approved by the Administrator.

The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(c)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration.

(iii)delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld or remitted, provided the delivery of such Shares will not result in any adverse accounting consequences as the Administrator determines;

(iv)selling a sufficient number of Shares otherwise deliverable to the Grantee through such means as the Administrator may determine (whether through a broker or otherwise) equal to the Tax Obligations required to be withheld;

(v)retaining from salary or other amounts payable to the Grantee cash having a sufficient value to satisfy the Tax Obligations; or

(vi)any other means which the Administrator determines to both comply with Applicable Laws, and to be consistent with the purposes of the Plan.

The amount of Tax Obligations will be deemed to include any amount that the Administrator determines may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state, local and foreign marginal income tax rates applicable to the Grantee or the Company, as applicable, with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the Tax Obligations are required to be withheld.

Option on the day three (3) months and one day following such change of status. To the extent that the Grantee’s Award was unvested at the date of termination, or if the Grantee does not exercise the vested portion of the Grantee’s Award within the Post-Termination Exercise Period, the Award shall terminate.