Item 1.01 Entry Into a Material Definitive Agreement.

Waiver Agreements

In November, 2019, Esports Entertainment Group, Inc. (the “Company”) entered into Waiver Agreements (the “November 2019 Waiver Agreements”) with the investors (the “Investors”) in its November 2018 private placement offering (the “November 2018 Offering”) of certain Senior Secured Convertible Promissory Notes (each a “2018 Note,” collectively, the “2018 Notes”) and warrants (the “2018 Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The November 2019 Waiver Agreements are in addition to the waiver agreements previously entered into by the Company and the Investors in July 2019 as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange commission on July 22, 2019.

Pursuant to the terms of the November 2019 Waiver Agreements, the Investors (i) agreed to extend the maturity dates of the 2018 Notes to February 14, 2020 and (ii) waived any and all defaults with respect to the Company’s compliance with any covenant or agreement contained in the 2018 Notes, 2018 Warrants or the Securities Purchase Agreements that were executed in connection with the November 2018 Offering.

In consideration for the November 2019 Waiver Agreements, the Company agreed to issue each Investor an additional warrant to purchase such number of shares of Common Stock equal to 5% of the shares of Common Stock issuable upon exercise of their 2018 Warrants (the “Additional Warrants”). The Additional Warrants will have an exercise price of $0.75 per share and shall be in form substantially the same as the 2018 Warrants; provided that no cashless exercise provision, ratchet provision or piggyback registration provision shall be contained in the Additional Warrants.

Notwithstanding the foregoing, the November 2019 Waiver Agreements executed with two Investors contained certain other provisions as described below.

Pursuant to the November 2019 Waiver Agreement that was executed with one of the Investors the Company agreed to a partial repayment of such investor’s 2018 Note in the sum of $30,000.

Pursuant to the November 2019 Waiver Agreement that was executed with the second Investor, the Company agreed to a partial repayment of such investor’s 2018 Note in the sum of $75,000, With respect to the Maturity Date extension, this Investor agreed to extend the maturity date of its 2018 Note to February 1, 2020, unless the Company has provided notice on or before February 1, 2020 in good faith that the Underwritten Offering (as defined therein) will conclude on or prior to February 14, 2020, in which case the Maturity Date will be February 14th, 2020. This Investor did not receive any Additional Warrants.

The foregoing descriptions of the 2019 Waiver Agreements does not purport to be complete and is qualified in its entirety by its full text, the forms of which are filed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.

Bridge Loan

On December 6, 2019, the Company entered into certain securities purchase agreements (the “Purchase Agreements”) with four accredited investors (the “December Investors”) whereby the Company issued to the December Investors convertible promissory notes (the “Notes”) in the aggregate principal amount of $550,000 (which amount includes a 10% original issue discount) and Warrants to purchase an aggregate of 916,667 shares of the Company’s Common Stock (“Warrants”) for aggregate gross proceeds of $500,000.

The Notes accrue interest at a rate of 5% per annum and is initially convertible into shares of the Company’s common stock at a conversion price of $0.60 per share, subject to adjustment (the “Conversion Price”). The Notes contains a mandatory conversion mechanism whereby unpaid principal and accrued interest on the Note, upon the closing of a Qualified Offering (as defined therein) converts into shares of the Company’s Common Stock at the lower of (i) the Conversion Price and (ii) 80% of the offering price in the Qualified Offering. The Notes contains customary events of default (each an “Event of Default”) and mature on December 6, 2020. If an Event of Default occurs, the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the Notes will become, at the Investor’s election, immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means the sum of 130% of the outstanding principal amount of the Notes plus accrued and unpaid interest, including default interest of 18% per annum, and all other amounts, costs, expenses and liquidated damages due in respect of the Notes.

The Warrants are exercisable at a price of $0.75 per share, subject to adjustment from the date of issuance through December 6, 2022.

Joseph Gunnar & Co., LLC (the “Placement Agent”) acted as placement agent in connection with the foregoing and received cash compensation of $50,000 and warrants to purchase 311,667 shares of the Company’s Common Stock at an initial exercise price of $0.75 per share, subject to adjustment (“Agent Warrants”). The Agent Warrants may be exercised on a “cashless” basis and expire December 6, 2024.

The foregoing descriptions of the Purchase Agreement, Note, and Warrants do not purport to be complete and are qualified in their entirety by their full text, the forms of which have been previously filed and are incorporated herein by reference.