SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2023 between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of November __, 2018, between Esports Entertainment Group, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the...Securities Purchase Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2021, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between ESPORTS ENTERTAINMENT GROUP, INC and Maxim Group LLC as Representative of the Several Underwriters ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
The undersigned, Esports Entertainment Group, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Esports Entertainment Group, Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") dated as of November __, 2018 between Esports Entertainment Group, Inc., a Nevada corporation...Security Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2021, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS:Pledge Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Pre-Funded Common Stock Purchase Warrant • August 2nd, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Common Stock Purchase Warrant • August 2nd, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________ (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
10% ORIGINAL ISSUE DISCOUNT 5% CONVERTIBLE NOTE DUE DUE ____________, 2020Convertible Security Agreement • August 20th, 2019 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
THIS 5% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Convertible Notes issued at a 10% original issue discount by Esports Entertainment Group, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2023, is by and among Esports Entertainment Group, Inc., a Nevada corporation with headquarters located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2023, is by and among Esports Entertainment Group, Inc., a Nevada corporation with offices located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
SUBSIDIARY GUARANTEE, dated as of May ___, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
UNIT B COMMON STOCK PURCHASE WARRANT ESPORTS ENTERTAINMENT GROUP, INC.Common Stock Purchase Warrant • March 30th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the twelve (12) month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 21st, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of April 16, 2020 (the “Issuance Date”) between Esports Entertainment Group, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
EXHIBIT 10.6 SUBSIDIARY GUARANTY This SUBSIDIARY GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this "Guaranty") is made as of November __, 2018, jointly and severally, between Esports...Subsidiary Guaranty • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of (i) [ ] shares (each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) [ ] pre-funded warrants (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable to purchase one Share (the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share and (iii) warrants to purchase [ ] Shares (each a “Warrant” and collectively, the “Warrants”), to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Shares, Pre-Funded Warrants and Warrants are referred to herein as the “Firm Securities.” The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the War
ESPORTS ENTERTAINMENT GROUP, INC. Up to US$7,186,257 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 18th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Company, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to US$7,186,267 of Common Stock (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized but unissued Common Stock to be issued and sold by the Company.
ESPORTS ENTERTAINMENT GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of September 19, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 19th, 2022 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
WARRANT AGENCY AGREEMENT, dated as of September 19, 2022 (“Agreement”), between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 12th, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC and Joseph Gunnar & Co., LLC (each, a “Placement Agent” and collectively, the “Placement Agents”) and Esports Entertainment Group, Inc., Nevada corporation (the “Company”), pursuant to which the Placement Agents shall serve as the exclusive placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered shares (the “Shares”) of common stock of the Company, par value 0.001 per share (the “Common Stock” and, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agents would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the docu
COMMON STOCK PURCHASE WARRANT ESPORTS ENTERTAINMENT GROUP, INC.Security Agreement • August 20th, 2019 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to ____________ shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
SERIES [A/B] COMMON STOCK PURCHASE WARRANT esports entertainment group, inc.Security Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
THIS SERIES [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 11:59 p.m. (New York City time) on ______ 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to Two Million (2,000,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock[; provided, however, that a number of Warrant Shares underlying this Warrant shall vest from time to time, on the applicable redemption date, equal to the number of shares of Common Stock issuable upon conversion of the applicable redemption amount at the Conversion Price (as defined in the Note), as adjusted pursuant to the terms of the Note, in c
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2019 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2019, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2010 • Virtual Closet, Inc. • Household audio & video equipment • New York
This employment agreement (this "Agreement"), dated as of March 1, 2010 (the "Effective Date"), is made by and between Dong Ke Pharmaceutical Inc., a Delaware corporation (the "Company"), and Dongke Zhao (the "Executive") (each, a "Party" and together, the "Parties").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 12th, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This Share Purchase Agreement (this “Agreement”) is dated as of February 11, 2021, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ________, 2021[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, ____________, 2025[DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF...Purchase Warrant Agreement • February 13th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______ __, 2021 (the one-year anniversary of the Effective Date, the “Initial Exercise Date”), and in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WarrantWarrant Agreement • May 10th, 2010 • Virtual Closet, Inc. • Household audio & video equipment
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.
The Regional Sales Agency Agreement for Products in Xinjiang. Uygur Autonomous RegionRegional Sales Agency Agreement • May 10th, 2010 • Virtual Closet, Inc. • Household audio & video equipment
ESPORTS ENTERTAINMENT GROUP, INC. Series E Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • January 9th, 2024 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • Nevada
THIS AGREEMENT, dated as of January 5, 2024, is by and between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
30,000,000 Shares of Common Stock and Warrants to Purchase 30,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2022 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, (this “Agreement”), to sell to you, Maxim Group LLC (“Maxim”) and Joseph Gunnar & Co., LLC (“Gunnar,” together with Maxim, each, an “Underwriter” and, collectively, the “Underwriters”), an aggregate of 30,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and 30,000,000 warrants to purchase 30,000,000 shares of Common Stock at an exercise price of $0.25 per share (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 4,500,000 shares of Common Stock (the “Option Shares”) and/or up to an additional 4,500,000 warrants to purchase an additional 4,500,000 shares of Common Stock the “Option Warrants” and together with the Option Shares, the “Option Securities”) from
EXCHANGE AGREEMENTExchange Agreement • April 20th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • Nevada
This Exchange Agreement (the “Agreement”) is entered into as of this 19th day of April, 2023, by and between Esports Entertainment Group, Inc., a Nevada corporation with headquarters located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 (the “Company”), and the Holder signatory hereto (the “Holder”), with reference to the following facts:
ESPORTS ENTERTAINMENT GROUP, INC. AND TRUSTEE INDENTURE DATED AS OF DEBT SECURITIES ESPORTS ENTERTAINMENT GROUP, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF _______ ___, 2021Indenture • January 25th, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
STOCK PURCHASE AGREEMENT BY AND AMONG Esports Entertainment Group, Inc. AND AHG ENTERTAINMENT ASSOCIATES, LLC LHE ENTERPRISES LIMITED JuLY 7, 2020Stock Purchase Agreement • November 16th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 7, 2020, is entered into by and among Esports Entertainment Group, Inc. a company incorporated under the laws of the State of Nevada with registered number E0473092008-2 (“Purchaser”), LHE Enterprises Limited, a company registered in Gibraltar with registered number 111538 (the “Company”), and AHG Entertainment Associates, LLC a Florida limited liability company with registered number L10000073919 (“Seller”).
