COMMON STOCK PURCHASE WARRANT Allied Esports Entertainment Inc.Common Stock Purchase Warrant • June 8th, 2020 • Allied Esports Entertainment, 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 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).
12,000,000 Units BLACK RIDGE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Black 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
THIS 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”).
Allied Gaming & Entertainment, Inc. and Continental Stock Transfer & Trust, as Rights Agent Rights Agreement Dated as of February 9, 2024Rights Agreement • February 9th, 2024 • Allied Gaming & Entertainment Inc. • Services-amusement & recreation services • New York
Beneficially Owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Agreement), such Rights shall become null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights.
SECURITY AGREEMENTSecurity Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
This 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 10017Advisory Agreement • September 27th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
This 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”).
WARRANT AGREEMENTWarrant Agreement • September 22nd, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of [______], 2017 is between Black Ridge Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
●] 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This 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”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 22nd, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
OFFICE LEASEOffice Lease • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This 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").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
This 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”).
RIGHTS AGREEMENTRights Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
Agreement 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
This Agreement is made as of October 4, 2017 by and between Black Ridge Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
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...Warrant Agreement • February 3rd, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This 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.
SENIOR SECURED CONVERTIBLE NOTE DUE JUNE 8, 2022Convertible Security Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
THIS 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”).
WARRANT AGREEMENTWarrant Agreement • October 5th, 2017 • Black Ridge Acquisition Corp. • Blank checks • New York
THIS 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2024 • Allied Gaming & Entertainment Inc. • Services-amusement & recreation services • Nevada
This 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
This 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
SHARE PLEDGE SECURITY AGREEMENTShare Pledge Security Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This 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
STOCK 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
This 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”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
SUBSIDIARY 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.
AMENDEMENT TWO TO SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This 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 24,2018Executive Engagement Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
After 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
This 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
This 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.Business Combination Marketing Agreement • March 18th, 2019 • Black Ridge Acquisition Corp. • Services-amusement & recreation services
Black 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
This 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”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • November 14th, 2024 • Allied Gaming & Entertainment Inc. • Services-amusement & recreation services
This Settlement Agreement and Release (this “Agreement”) is entered into as of September 16, 2024 (the “Effective Date”), by BPR Cumulus LLC, a Delaware limited liability company (“BPR Cumulus”), and Allied Gaming and Entertainment, Inc, formerly Allied Esports Entertainment, Inc., a Delaware Corporation (“AGAE”). BPR Cumulus and AGAE may collectively be referred to herein as the “Parties” and each, a “Party”.
ALLIED ESPORTS ENTERTAINMENT, INC.Employment Agreement • January 19th, 2021 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
Reference 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
This 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
THIS 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. 3Secured Convertible Note Modification and Conversion Agreement • June 8th, 2020 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This 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”).
