SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2022 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2022 (the “Subscription Date”), is by and among Super League Gaming, Inc., a Delaware corporation with offices located at 2912 Colorado Avenue, Suite 203 Santa Monica, California 90404 (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 • September 14th, 2018 • Super League Gaming, Inc. • Services-amusement & recreation services • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated _______________, 2015 by and between Super League Gaming, Inc., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Investor”).
Super League Gaming, , Inc.Placement Agent Agreement • May 15th, 2020 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
SUPER LEAGUE GAMING, INC. Up to US$75,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 7th, 2021 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
UNDERWRITING AGREEMENT between SUPER LEAGUE GAMING, INC. and AEGIS CAPITAL CORP.Underwriting Agreement • August 24th, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
The undersigned, Super League Gaming, Inc., a corporation formed under the laws of the State of Delaware (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 Super League Gaming, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter,” and, together with the Company, the “Parties” or “us”), as follows:
●] Shares SUPER LEAGUE GAMING, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
COMMON STOCK PURCHASE AGREEMENT DATED AS OF MARCH 25, 2022 BY AND BETWEEN SUPER LEAGUE GAMING, INC. AND TUMIM STONE CAPITAL, LLCCommon Stock Purchase Agreement • March 31st, 2022 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 25, 2022 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Super League Gaming, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2020 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 13, 2020, and is between Super League Gaming, Inc, a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 14th, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), shall be engaged by Super League Enterprise, Inc., a Delaware corporation (the “Company”) to act as the exclusive placement agent in connection with the private placement (the “Offering”) of shares (the “Shares”) of Series AAA Junior Convertible Preferred Stock, par value $0.001 per share (the specific sub-series to be sold will be called Series AAA-3 Junior Convertible Preferred Stock and Shares issued at subsequent closings will be designated Series AAA-4 Junior Convertible Preferred Stock, Series AAA-5 Junior Convertible Preferred Stock and so on and all subseries of such stock being sold in the Offering is sometimes hereinafter referred to as the “Series AAA Junior Preferred Stock”). The Offering will consist of a minimum of 1,000 share
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2024 (the “Effective Date”) between Super League Enterprise, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SUPER LEAGUE GAMING, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of __________________, by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s 9% Secured Convertible Promissory Notes (the “Investors”).
SUPER LEAGUE GAMING, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of ___________________________, by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s Common Stock listed on Schedule 1 hereto (the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as October 31, 2016 (the “Effective Date”), by and between Super League Gaming, Inc., a Delaware corporation (“COMPANY”), and David Steigelfest, an individual (“EXECUTIVE”).
4,540,541 Shares Super League Gaming, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2020 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
The undersigned, Super League Gaming, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with National Securities Corporation (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1-A 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:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 7th, 2022 • Super League Gaming, Inc. • Services-amusement & recreation services • California
This Executive Employment Agreement (this “Agreement”) is made and entered into effective as January 5, 2022 (the “Effective Date”), by and between Super League Gaming, Inc., a Delaware corporation (“COMPANY”), and Matt Edelman, an individual (“EXECUTIVE”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______, 2023 (the “Effective Date”) between Super League Gaming, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SUPER LEAGUE GAMING, INC. INTERCREDITOR AND COLLATERAL AGENT AGREEMENTIntercreditor and Collateral Agent Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
THIS INTERCREDITOR AND COLLATERAL AGENT AGREEMENT (this“Agreement”), is entered into as of by and among each of the parties whose names appear on the signature pages to this Agreement (individually, a “Secured Party”, and collectively, the “Secured Parties”), Charles Tien (the “Collateral Agent”), and Super League Gaming, Inc., a Delaware corporation ( the “Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 16, 2017 (the “Effective Date”), by and between Super League Gaming, Inc., a Delaware corporation (“COMPANY”), and Ann Hand, an individual (“EXECUTIVE”). This Agreement shall amend and supersede that certain Employment
SUPER LEAGUE GAMING, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is made as of __________________________ by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
SUPER LEAGUE GAMING, INC. SECURITY AGREEMENTSecurity Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
THIS SECURITY AGREEMENT (this "Agreement”),is entered into as of by and between Super League Gaming, Inc., a Delaware corporation (the “Borrower”), Charles Tien, an individual (the “Collateral Agent”), and each of the secured parties whose name appears on the signature pages to this Agreement (individually, a “Secured Party” and, collectively, the “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in those certain Note Purchase Agreements and the Notes (as defined below) by and between Borrower and each Secured Party (the “Note Purchase Agreements”).
SUPER LEAGUE GAMING, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
This Note Purchase Agreement (this “Agreement”) is made as of , by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 12th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Washington
This Amended and Restated License Agreement (“Agreement”) between Mojang AB and Super League Gaming, Inc. is made and entered into as of September 12, 2017
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • California
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of June 22, 2018 ("Execution Date"), by and between Super League Gaming, Inc., a Delaware corporation, on the one and (the "Purchaser" or "SLG"), and Minehut, a sole proprietorship, on the other hand ("Minehut" or "Seller"). The Purchaser and the Seller may be referred to collectively herein as the "Parties" and individually as a "Party."
Form of Representative’s WarrantRepresentative’s Warrant • February 12th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 25th, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 24, 2024, is by and among Super League Enterprise, Inc., a Delaware corporation with headquarters located at 2856 Colorado Ave., Santa Monica, California 90404 (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (“Buyer”).
AGREEMENT AND PLAN OF MERGER by and among SUPER LEAGUE GAMING, INC., a Delaware corporation; SLG MERGER SUB, INC., a Delaware corporation; and FRAMERATE, INC., a Delaware corporation Dated as of June 3, 2019Merger Agreement • June 7th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 3, 2019, by and among SUPER LEAGUE GAMING, INC., a Delaware corporation (“Parent”); SLG MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and FRAMERATE, INC., a Delaware corporation f/k/a Estarz, Inc. (the “Company” and, together with Parent and Merger Sub, collectively, the “Parties”). The capitalized terms used in this Agreement are defined in Exhibit A.
ContractSubscription Agreement • April 25th, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING, INC. IF PUBLICLY DISCLOSED.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 21st, 2021 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), effective as of April 21, 2021, by and among Mobcrush Streaming, Inc., a Delaware corporation (the "Company"), Super League Gaming, Inc., a Delaware corporation ("Parent"), and SLG Merger Sub II, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"). The Company, Parent, and Merger Sub are sometimes hereinafter collectively referred to as the "Parties" and each individually as a "Party". Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in that certain Agreement and Plan of Merger dated March 9, 2021, by and between the Company, Parent, and Merger Sub (the "Merger Agreement").
ASSET PURCHASE AGREEMENT Between MELON, INC. And SUPER LEAGUE GAMING, INC. dated as of May 4, 2023Asset Purchase Agreement • May 9th, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of May 4, 2023 is entered into between Melon, Inc., a Delaware corporation (“Seller”) and Super League Gaming, Inc., a Delaware corporation (“Buyer”).
SHARE PURCHASE AGREEMENT among WILLIAM ROBERTS, COLIN GILLESPIE, and ROBERT PIERRE, and SUPER LEAGUE GAMING, INC. dated as of August 11, 2021 SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 16th, 2021 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware
This Share Purchase Agreement (this "Agreement"), dated as of August 11, 2021 (the "Effective Date"), is entered into between William Roberts, an individual ("Roberts"), Colin Gillespie, an individual ("Gillespie") and Robert Pierre, an individual ("Pierre") (each of Roberts, Gillespie, and Pierre are sometimes hereinafter, a "Seller", and collectively, "Sellers") and Super League Gaming, Inc., a Delaware corporation ("Buyer").
MUTUAL GENERAL RELEASE AND SETTLEMENT AGREEMENTMutual General Release and Settlement Agreement • March 15th, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York
THIS MUTUAL GENERAL RELEASE and SETTLEMENT AGREEMENT (the “Agreement”) is effective as of March 12, 2024 (the “Effective Date”), and is entered into by and between Super League Enterprise, Inc. f/k/a Super League Gaming, Inc., a Delaware corporation with its principal office located at 2912 Colorado Ave., Suite 203, Santa Monica, CA 90404 (“SLE”), on the one hand, and 3i, LP, a Delaware limited partnership (“3i”), Nomis Bay Ltd., a Bermuda Corporation (“Nomis”), and BPY Limited, a Bermuda Corporation (“BPY”)(3i, Nomis and BPY are collectively referred to herein as the “Investors”), on the other hand. SLE and the Investors are collectively referred to herein as the “Parties”.
SERIES AA EXCHANGE AGREEMENTExchange Agreement • December 6th, 2023 • Super League Enterprise, Inc. • Services-computer integrated systems design • Delaware
This Exchange Agreement (together with all schedules hereto, this “Agreement”) is dated as of October [●], 2023, by and among Super League Enterprise, Inc., a Delaware corporation (the “Company”), and each undersigned holder of the Company’s Series AA Convertible Preferred Stock, par value $0.001 per share (including any and all subseries thereof, the “Series AA Preferred”) (each, a “Holder”, and collectively, the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York
ContractSubscription Agreement • March 31st, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING, INC. IF PUBLICLY DISCLOSED.
FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • December 22nd, 2023 • Super League Enterprise, Inc. • Services-computer integrated systems design
This Financing and Security Agreement (“Agreement”) is made and entered into on December 5, 2023 (the “Effective Date”) by and between SUPER LEAGUE ENTERPRISE, INC., (‘Super League”), MOBCRUSH STREAMING INC. (“Mobcrush”), and INPVP, LLC (“InPVP”) (each a “Borrower” and collectively the “Borrower”) and SLR DIGITAL FINANCE LLC (“Lender”). Lender may make, in accordance with the terms herein, Advances from time to time in its sole and absolute discretion, against the Face Amount of certain of Borrower’s Accounts, provided that Borrower agrees to the provisions of this Agreement. Capitalized terms used herein are defined in Section 36 below.
