COMMON STOCK PURCHASE WARRANT Allied Esports Entertainment Inc.Allied Esports Entertainment, Inc. • June 8th, 2020 • Services-amusement & recreation services
Company FiledJune 8th, 2020 IndustryTHIS 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) on June 9, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allied Esports Entertainment Inc., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
Contract Type FiledJune 8th, 2020 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2020, between Allied Esports Entertainment Inc., a Delaware 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 • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
Contract Type FiledJune 8th, 2020 Company IndustryThis Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2020 between Allied Esports Entertainment Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
12,000,000 Units BLACK RIDGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 5th, 2017 Company Industry JurisdictionBlack Ridge Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • Delaware
Contract Type FiledSeptember 20th, 2019 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is entered into as of August 9, 2019 (the “Effective Date”), by and between Allied Esports Entertainment, Inc. (formerly Black Ridge Acquisition Corp.), a Delaware corporation (the “Company”), and Eric Yang Qing (the “Representative”).
SECURITY AGREEMENTSecurity Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
Contract Type FiledJune 8th, 2020 Company Industry JurisdictionThis SECURITY AGREEMENT, dated as of June 8, 2020 (this “Agreement”), is among Allied Esports Entertainment Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twenty-four (24) months following their issuance, in the original aggregate principal amount of $9,600,000.30 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and [ ], in its capacity as agent for the Secured Parties (“Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Black Ridge Acquisition Corp. • September 27th, 2017 • Blank checks • New York
Company FiledSeptember 27th, 2017 Industry JurisdictionThis is to confirm our agreement whereby Black Ridge Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-220516) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
●] Shares[1] Allied Esports Entertainment, Inc. Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
Contract Type FiledFebruary 3rd, 2020 Company Industry Jurisdiction
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 22nd, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledMay 22nd, 2020 Company Industry Jurisdiction
OFFICE LEASEOffice Lease • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledAugust 15th, 2019 Company Industry JurisdictionThis Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between QUINTANA OFFICE PROPERTY LLC, a Delaware limited liability company ("Landlord"), and ALLIED ESPORTS MEDIA, INC., a Delaware corporation ("Tenant").
RIGHTS AGREEMENTRights Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 5th, 2017 Company Industry JurisdictionAgreement made as of October 4, 2017 between Black Ridge Acquisition Corp., a Delaware corporation, with offices at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Right Agent”).
WARRANT AGREEMENTWarrant Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 5th, 2017 Company Industry JurisdictionTHIS WARRANT AGREEMENT (“Agreement”) dated as of October 4, 2017 is between Black Ridge Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 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...Allied Esports Entertainment, Inc. • February 3rd, 2020 • Services-amusement & recreation services
Company FiledFebruary 3rd, 2020 IndustryThis Warrant is FURTHER subject to restrictions on transfer and may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of this Warrant or the Shares acquirable upon exercise hereof, other than in compliance with Rule 5110(g) of the Financial Industry Regulatory Authority, Inc. and Section 9 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Contract Type FiledOctober 5th, 2017 Company Industry JurisdictionThis Agreement is made as of October 4, 2017 by and between Black Ridge Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SENIOR SECURED CONVERTIBLE NOTE DUE JUNE 8, 2022Allied Esports Entertainment, Inc. • June 8th, 2020 • Services-amusement & recreation services • New York
Company FiledJune 8th, 2020 Industry JurisdictionTHIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Allied Esports Entertainment Inc., a Delaware corporation (the “Company”), having its principal place of business at 17877 Von Karman Avenue, Suite 300, Irvine, California, 92614, designated as its Senior Secured Convertible Note due June 8, 2022 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
Contract Type FiledJune 8th, 2020 Company Industry JurisdictionSUBSIDIARY GUARANTEE, dated as of June 8, 2020 (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 Allied Esports Entertainment Inc., a Delaware corporation (the “Company”) and the Purchasers.
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2024 • Allied Gaming & Entertainment Inc. • Services-amusement & recreation services • Nevada
Contract Type FiledMarch 12th, 2024 Company Industry JurisdictionThis Agreement made and entered into effective as of Mar 6th, 2024 (the “Effective Date”) by and between Ying Hua (Yinghua) Chen, an individual resident of Nevada (“Employee”), and Allied Gaming & Entertainment, Inc., a Delaware corporation (“Company”), collectively referred to as “the Parties”.
PROGRAM PRODUCTION AND TELEVISING AGREEMENTProgram Production and Televising Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledAugust 15th, 2019 Company Industry JurisdictionThis Program Production and Televising Agreement (this “Agreement”), dated as of July 25, 2008 (the “Effective Date”) is between WPTE ENTERPRISES, INC. (“WPTE”) with offices at 5700 Wilshire Boulevard, Suite 350, Los Angeles, California 90036 and NATIONAL SPORTS ProGRAMMING (“FSN”), owner and operator of the Fox Sports Net programming service with offices at 10201 West Pico Blvd., Building 103, Los Angeles, California 90035. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and the mutual promises contained herein, WPTE and FSN (each a “Party” and collectively the “Parties”) agree to be bound by the following terms and conditions:
Black Ridge Acquisition Corp.Underwriting Agreement • September 22nd, 2017 • Black Ridge Acquisition Corp. • Blank checks
Contract Type FiledSeptember 22nd, 2017 Company Industry
SHARE PLEDGE SECURITY AGREEMENTShare Pledge Security Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledAugust 15th, 2019 Company Industry JurisdictionThis Share Pledge Security Agreement (“Agreement”) is made as of October 11, 2018 by and among Ourgame International Holdings Limited, a Cayman Islands corporation (“Debtor”), Noble Link Global Limited, a British Virgin Islands company (the “Company”), the persons respectively set forth on Exhibit A attached hereto (each a, “Secured Party,” and collectively, the “Secured Parties”), and the Subsidiaries (as defined herein).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 22nd, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Contract Type FiledSeptember 22nd, 2017 Company Industry JurisdictionSTOCK ESCROW AGREEMENT, dated as of [_____], 2017 (“Agreement”), by and among BLACK RIDGE ACQUISITION CORP., a Delaware corporation (“Company”), BLACK RIDGE OIL & GAS, INC., a Nevada corporation (the “Sponsor” and any permitted transferee of the Sponsor after the date hereof in accordance with the terms hereof being referred to as an “Initial Stockholder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 19th, 2019 • Black Ridge Acquisition Corp. • Services-amusement & recreation services • New York
Contract Type FiledJuly 19th, 2019 Company Industry JurisdictionThis Share Purchase Agreement (“Agreement”), dated July 17, 2019, among ___________ (the “Purchaser”), Black Ridge Oil & Gas, Inc. (the “Sponsor”) and Black Ridge Acquisition Corp. (the “Company”).
AMENDEMENT TWO TO SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
Contract Type FiledAugust 15th, 2019 Company IndustryThis Amendment Two ("Amendment Two") to the Software Development Agreement is made as of this 29th day of March, 2012, by and between Realtime Edge Software Inc. ("Realtime") and Club Service, Inc. as successor-in-interest to Centaurus Games, LLC ("CSI").
Amendment I to: Executive Engagement Agreement dated January 24,2018Allied Esports Entertainment, Inc. • August 15th, 2019 • Services-amusement & recreation services
Company FiledAugust 15th, 2019 IndustryAfter the words "Employee" and before the ending parenthetical and period toward the end of the sentence add the word "or 'Executive' and Trisara Ventures, LLC."
SECURITY AGREEMENTSecurity Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledAugust 15th, 2019 Company Industry JurisdictionThis Security Agreement (“Agreement”) is made as of October 11, 2018 by and among Ourgame International Holdings Limited, a Cayman Islands corporation (“Debtor”), Allied Esports International Holdings Limited, a private limited company incorporated in Ireland (“Grantor”), Allied Esports International, Inc., a Nevada corporation (“Allied Esports Nevada”), and the persons respectively set forth on Exhibit A attached hereto (each, a “Secured Party,” and collectively, the “Secured Parties”). Any references to “Esports Grantor(s)” in this Agreement shall refer to Debtor, Grantor and Allied Esports Nevada together, and each of them.
RELEASE AND NON-DISPARAGEMENT AGREEMENTRelease and Non-Disparagement Agreement • May 26th, 2022 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • Delaware
Contract Type FiledMay 26th, 2022 Company Industry JurisdictionThis RELEASE AND NON-DISPARAGEMENT AGREEMENT (the “Agreement”) is made as of March 7, 2022 (the “Effective Date”), by and between Jerry Lewin (“Lewin”) and Allied Esports Entertainment, Inc., a Delaware corporation (the “Company”), collectively referred to as the “Parties.”
EarlyBirdCapital, Inc.Black Ridge Acquisition Corp. • March 18th, 2019 • Services-amusement & recreation services
Company FiledMarch 18th, 2019 IndustryBlack Ridge Acquisition Corp. (the “Company”) and EarlyBirdCapital, Inc. (“EBC”) hereby agree to amend, as set forth below, the letter agreement (“Business Combination Marketing Agreement”), dated October 4, 2017. Capitalized terms used herein that are not otherwise defined will have the same meaning as they were given in the Business Combination Marketing Agreement.
AMENDMENT AND ACKNOWLEDGEMENT AGREEMENTAmendment and Acknowledgement Agreement • August 6th, 2019 • Black Ridge Acquisition Corp. • Services-amusement & recreation services • California
Contract Type FiledAugust 6th, 2019 Company Industry JurisdictionThis Amendment and Acknowledgement Agreement (“Agreement”), is dated effective as of August 5, 2019, among Ourgame International Holdings Limited, a Cayman Islands corporation (“Ourgame”), Noble Link Global Limited, a British Virgin Islands entity (“Noble”), Black Ridge Acquisition Corp., to be known after the Closing Date (defined below) as Allied Esports Entertainment, Inc., a Delaware corporation (“Black Ridge”), certain undersigned direct and indirect subsidiaries of Ourgame and Noble (the “Borrower Parties”) and the undersigned Note holders (the “Purchasers” and collectively with Ourgame, Noble, and Black Ridge, and the Borrower Parties, the “Parties”).
ALLIED ESPORTS ENTERTAINMENT, INC.Allied Esports Entertainment, Inc. • January 19th, 2021 • Services-amusement & recreation services
Company FiledJanuary 19th, 2021 IndustryReference is made to that certain Employment Agreement dated effective September 20, 2019 between Allied Esports Entertainment, Inc., a Delaware corporation (the “Company”) and you (as amended from time to time, the “Employment Agreement”). By executing below, you agree that, from and after January 1, 2021, your annual base salary will be $400,000, and that the Company may, but is no longer required to, issue to you any shares of the Company’s common stock as compensation for your services.
AMENDMENT FIVE TO SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledAugust 15th, 2019 Company Industry JurisdictionThis Amendment Five ("Amendment Five") to the Software Development Agreement is made as of this 20 day of December, 2016 (the "Effective Date"), by and between Pala Interactive Canada, Inc. (formerly RealTime Edge Software Inc.) ("PALA") and Club Services, Inc. as successor-in-interest to Centaurus Games, LLC ("CSI") (collectively referred to as the "Parties").
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
Contract Type FiledAugust 15th, 2019 Company IndustryTHIS SECOND AMENDMENT TO LEASE AGREEMENT (“Second Amendment”) is entered into this 18th day of August, 2018 (the “Second Amendment Effective Date”) by and between RAMPARTS, LLC, a Nevada limited liability company, formerly known as Ramparts, Inc. (“Landlord”), and ALLIED ESPORTS INTERNATIONAL, INC., a Nevada corporation (“Tenant”).
SECURED CONVERTIBLE NOTE MODIFICATION AND CONVERSION AGREEMENT NO. 3Modification and Conversion Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledJune 8th, 2020 Company Industry JurisdictionThis Secured Convertible Note Modification and Conversion Agreement No. 3 (this “Agreement”) is dated effective as of June 8, 2020, among Allied Esports Entertainment, Inc., a Delaware corporation formerly known as Black Ridge Acquisition Corp. (“Borrower”), certain undersigned direct and indirect subsidiaries of Borrower (the “Borrower Parties”) and Knighted Pastures LLC (the “Purchaser” and collectively with Borrower and the Borrower Parties, the “Parties”).
BLACK RIDGE ACQUISITION CORP. c/o Black Ridge Oil & Gas, Inc.Black Ridge Acquisition Corp. • September 22nd, 2017 • Blank checks
Company FiledSeptember 22nd, 2017 IndustryThis letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Black Ridge Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Black Ridge Oil & Gas, Inc. shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 (or any successor location). In exchange therefor, the Company shall pay Black Ridge Oil & Gas, Inc. the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminati
PUT OPTION AGREEMENTPut Option Agreement • February 26th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Contract Type FiledFebruary 26th, 2020 Company Industry JurisdictionThis Put Option Agreement (“Agreement”), dated effective as of February 25, 2020 (the “Effective Date”), is made by and between Allied Esports Entertainment, Inc., a Delaware corporation (the “Company”), and Lyle A. Berman (the “Investor”).
allied Esports Entertainment, Inc. Restricted Stock AgreementRestricted Stock Agreement • September 27th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • Delaware
Contract Type FiledSeptember 27th, 2019 Company Industry JurisdictionThis Restricted Stock Agreement (“Agreement”) made effective as of September 20, 2019, is by and between Allied Esports Entertainment, Inc., a Delaware corporation (the “Company”), and _________________________ (“Director”).