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...Esports Entertainment Group, Inc. • November 15th, 2018 • Services-amusement & recreation services
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”).
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”).
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
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
WHEREAS:Pledge Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
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...Esports Entertainment Group, Inc. • November 15th, 2018 • Services-amusement & recreation services • New York
COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Common Stock Purchase Warrant • April 24th, 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 ____________, 2020Esports Entertainment Group, Inc. • August 20th, 2019 • 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”).
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...Esports Entertainment Group, Inc. • February 13th, 2020 • 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).
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”).
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 • 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).
COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Esports Entertainment Group, Inc. • August 2nd, 2023 • 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).
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 30th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 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”).
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”).
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.
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
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.Esports Entertainment Group, Inc. • August 20th, 2019 • 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).
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").
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Esports Entertainment Group, Inc. • August 2nd, 2023 • 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).
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”).
WARRANT AGENT AGREEMENTWarrant 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”).
WarrantWarrant • 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.
ContractEsports Entertainment Group, Inc. • February 22nd, 2022 • Services-amusement & recreation services • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES
The Regional Sales Agency Agreement for Products in Xinjiang. Uygur Autonomous RegionVirtual Closet, Inc. • May 10th, 2010 • 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:
ContractSecurities Purchase Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES
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:
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”).
CFO CONSULTING AGREEMENTCfo Consulting Agreement • February 24th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
CFO CONSULTING AGREEMENT dated as of February 22 2020 (this “Agreement”), between Esports Entertainment Group, Inc, a Nevada Corporation, (the “Company”), and James S. Cardwell (the “Consultant”).
