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").
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:
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).
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.
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”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This THIRD AMENDMENT TO OFFICE LEASE (this "Third Amendment") is made and entered into as of October 2, 2015, by and between WILSHIRE COURTYARD, L.P., a Delaware limited partnership ("Landlord"), and WPT ENTERPRISES, INC., a Nevada corporation ("Tenant").
LETTER AGREEMENTExecutive Employment Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This letter agreement (the “Letter”) is entered into by Adam J. Pliska (“Pliska”) and Ourgame International Holdings Limited (“Ourgame”) in connection with an Executive Employment Agreement, dated as of January 24, 2018, by and between Pliska and Ourgame (the “Employment Agreement”) and as amended in June 2018 (the “Amendment”, and together with the Employment Agreement, the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
EVENT SPONSORSHIP AGREEMENTEvent Sponsorship Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This Event Sponsorship Agreement ("Agreement") is made and entered into as of March 22nd, 2018 (the "Effective Date"), by and between Kingston Technology Company, Inc. ("Kingston"), a Delaware corporation; and Allied Esports International, Inc., a Nevada corporation ("Organizer"). Kingston and Organizer are hereinafter referred to jointly as the "Parties" and each as a "Party."
EXECTUVIE ENGAGEMENT AGREEMENTExecutive Engagement Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
Employment Agreement dated as of the Jan 24, 2018, between Ourgame International Holdings Limited having an office at 17/F, Tower B Fairmount, No, 1 Building, #33 Community Guangshun, North Street, Chaoyang District, Beijing, PRC (the "Company"), and Adam J. Pliska (the "Employee").
ContractSecured Convertible Promissory Note • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
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, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO MAKER.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
This Share Purchase Agreement (“Agreement”), dated August 5, 2019, among Simon Equity Development, LLC (the “Purchaser”), Black Ridge Acquisition Corp. (the “Company”), Black Ridge Oil & Gas, Inc. (“BROG”) and Allied Esports Media, Inc. (“Allied”).
AMENDEMENT THREE TO SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This Amendment Three ("Amendment Three") to the Software Development Agreement is made as of this 28 day of August, 2013, 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").
August 26, 2016 Adam Pliska CEO/President WPT Enterprises, Inc.Distribution Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
September 6, 2017Distribution Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
June 1, 2017 Adam Pliska CEO & President WPT Enterprises, Inc.Program Production and Televising Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
AMENDED AND RESTATED SERVICES AND LICENSING AGREEMENTServices and Licensing Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This AMENDED AND RESTATED SERVICES AND LICENSING AGREEMENT is entered into as of December 1, 2018 (the “Effective Date”), by and between Pala Interactive LLC, a California limited liability company (“Pala”) and Club Services, Inc. (“CSI”). Each of Pala and CSI may be referred to individually as a “Party” and collectively as the “Parties”. CSI and Pala are parties to that certain Services and Licensing Agreement dated as of November 30, 2018 (the “Original Agreement”). The Parties hereby agree that as of the Effective Date, the Original Agreement shall be amended and restated in its entirety as set forth herein (the “Amended Agreement”, and together with Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E, the “Agreement”). In the event of a contradiction between the terms of the Original Agreement and this Agreement, the terms of this Agreement will control.
AGREEMENTAgreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This Agreement (this “Agreement”), dated as of May 10, 2013 (the “Effective Date”) is between WPT ENTERPRISES, INC. (“WPTE”) with offices at 5700 Wilshire Boulevard, Suite 350, Los Angeles, California 90036 and NATIONAL SPORTS ProGRAMMING (“Fox”), 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 Fox (each a “Party” and collectively the “Parties”) agree to be bound by the following terms and conditions:
AMENDMENT AND ACKNOWLEDGEMENT AGREEMENTAmendment and Acknowledgement Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • 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”).
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • Delaware
This Amendment to Agreement and Plan of Reorganization (this “Amendment”) is entered into as of August 5, 2019 by and among Black Ridge Acquisition Corp., a Delaware corporation (“Parent”), Black Ridge Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent, Allied Esports Media, Inc., f/k/a Allied Esports Entertainment, Inc., a Delaware corporation (“Company”), Noble Link Global Limited, a British Virgin Islands exempted company (“Noble”), Ourgame International Holdings Ltd., a Cayman Islands corporation (“Ourgame”), and Primo Vital Ltd., a British Virgin Islands exempted company and wholly owned subsidiary of Ourgame.
SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This Software Development Agreement (this "Agreement") is made and enterered into as of the 16th day of September, 2008 (the "Effective Date") by and between REALTIME EDGE SOFTWARE INC, a corporation based in British Colombia, Canada ("REALTIME"), and CENTAURUS GAMES, LLC, a limited liability company formed under the laws of Delaware ("CENTAURUS").
May 26, 2017 Adam Pliska CEO/President WPT Enterprises, Inc.Exception to Exclusive Rights Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
EVENT SPONSORSHIP AGREEMENTEvent Sponsorship Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This Event Sponsorship Agreement ("Agreement”) is made and effective as of February 1, 2019 (the “Effective Date”), by and between Newegg Inc. (“Newegg”), a Delaware corporation, and Allied Esports International, Inc., a Nevada corporation ("Allied"). Newegg and Allied are hereinafter referred to jointly as the “Parties” and each as a “Party.”
AMENDEMENT ONE TO SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This Amendment One ("Amendment One") to the Software Development Agreement is made as of this 12th day of September, 2011, by and between Realtime Edge Software Inc. ("Realtime") and Club Service, Inc. as successor-in-interest to Centaurus Games, LLC ("CSI").
AGREEMENT OF MERGER Between NOBLE LINK GLOBAL LIMITED AND ALLIED ESPORTS MEDIA, INC. THIS AGREEMENT OF MERGER (hereinafter the "Agreement") is made on 9 August 2019.Merger Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
January 23, 2017Distribution Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
AGREEMENTAgreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
This Agreement (this “Agreement”), dated as of May 24, 2016 (the “Effective Date”) is between WPT ENTERPRISES, INC. (“WPTE”) with offices at 1920 Main Street, Suite 1150, Irvine, California 92614 and NATIONAL SPORTS ProGRAMMING (“Fox”), 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 Fox (each a “Party” and collectively the “Parties”) agree to be bound by the following terms and conditions:
AMENDMENT TO LEASELease Amendment • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
THIS Amendment to Lease ("Agreement") is made and entered into as of the 21st day of March, 2006, by and between RREEF AMERICA REIT 11 CORP. BBBB, a Maryland corporation (successor-in-interest to Wilshire Courtyard L.L.C., a Delaware limited liability company) ("Landlord'.) and WPT ENTERPRISES, INC., a Delaware corporation ("Tenant").
JOINT CONTENT LICENSE AGREEMENTJoint Content License Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This JOINT CONTENT LICENSE AGREEMENT (the “Agreement”), dated February 1, 2018 (the “Effective Date”), is made by and between WPT Enterprises, Inc., a Delaware corporation, with offices located at 1920 Main Street, Suite 1150, Irvine, CA 92614 (“WPT”), and ZYNGA INC., a Delaware corporation with offices located at 699 8th Street, San Francisco CA, 94103 (“Zynga US”) and ZYNGA GAME IRELAND LIMITED, a limited company organized under the laws of Ireland, resident in Ireland and having its registered office located at The Oval, Building One, Third Floor 160 Shelbourne Road Ballsbridge 4 Co. Dublin Ireland (“Zynga Ireland,” and together with Zynga US and their respective Affiliates, “Zynga”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is entered into as of this 16 day of March, 2018 by and between ALLIED ESPORTS INTERNATIONAL, INC., a Nevada corporation ("Tenant"), ESPORTS ARENA LAS VEGAS, LLC, a Delaware limited liability company ("Subtenant") and RAMPARTS, LLC, a Nevada limited liability company ("Landlord").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • New York
This Share Purchase Agreement (“Agreement”), dated August 5, 2019, among TV AZTECA, S.A.B. DE C.V. (the “Purchaser”) and Black Ridge Acquisition Corp. (the “Company”).
SECOND AMENDMENT TO LEASELease • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services • California
THIS SECOND AMENDMENT TO LEASE (this "Agreement") is entered into effective as of January 31, 2011, by and between RREEF AMERICA REIT II CORP. BBBB, a Maryland corporation (successor-in-interest to Wilshire Courtyard L.L.C., a Delaware limited liability company) ("Landlord") and WPT Enterprises, Inc., a Nevada corporation (successorin-interest to WPT Enterprises, Inc., a Delaware corporation) ("Tenant").
AMENDMENT SIX TO SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • August 15th, 2019 • Allied Esports Entertainment, Inc. • Services-amusement & recreation services
This Amendment Six ("Amendment Six") to the Software Development Agreement is made as of this 7th day of September, 2017 (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").
