Exhibit 10.1 

SECURED CONVERTIBLE NOTE

MODIFICATION AND CONVERSION AGREEMENT

This Secured Convertible Note Modification and Conversion Agreement (this “Agreement”) is dated effective as of April 29, 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”).

A. Certain purchasers purchased Secured Convertible Promissory Notes (the “First Bridge Notes”) in a $10,000,000 private placement offering (the “First Bridge”) of Ourgame International Holdings Limited, a Cayman Islands corporation (“Ourgame”), pursuant to the terms and conditions of that certain Convertible Note Purchase Agreement, dated as of October 11, 2018 (the “First Purchase Agreement”), between Ourgame and such purchasers.

B. Certain purchasers purchased Secured Convertible Promissory Notes (the “Second Bridge Notes,” together with the First Bridge Notes, collectively, the “Notes”) in a $4,000,000 private placement offering (the “Second Bridge,” together with the First Bridge, collectively, the “Bridge Transactions”) of Noble Link Global Limited, a British Virgin Islands entity (“Noble”), pursuant to the terms and conditions of that certain Convertible Note Purchase Agreement, dated as of May 17, 2019 (the “Second Purchase Agreement”), between Noble and such purchasers. The First Purchase Agreement and Second Purchase Agreement, together with the Notes, security agreements, share pledge security agreements, guarantees and other documents executed in connection therewith or contemplated thereby are each referred to herein as a “Bridge Document,” and collectively as the “Bridge Documents.”

C. In order to facilitate the closing of the SPAC Transaction (as defined in the First Purchase Agreement and Second Purchase Agreement), the purchasers of the Notes entered into an Amendment and Acknowledgement Agreement dated as of August 5, 2019 (the “Amendment and Acknowledgement Agreement”) pursuant to which all obligations of Ourgame and Noble under the Notes were assigned to and became the sole obligations of Borrower, and the purchasers agreed to, among other things, temporarily extend the maturity date of their respective Notes (the “Maturity Date”) until August 23, 2020 (the 380th day following the closing of the SPAC Transaction).

D. Each Note holder has an option, during the period commencing as of the effective time of the SPAC Transaction and ending on the Maturity Date (the “Conversion Period”), to convert all, but not less than all, the remaining unpaid principal amount of such holder’s Note (but not any accrued interest), into a number of common shares of Borrower (“Borrower Common Stock”) equal to (i) the principal amount of such holder’s Note, divided by (ii) $8.50 (the “Conversion Price”).

E. Borrower desires that the Purchaser convert all or a portion of the outstanding principal amount of, and accrued interest on, Purchaser’s Note into Borrower Common Stock on the date hereof (such portion, as set forth on the Conversion Notice attached to this Agreement, is referred to as the “Conversion Amount”), and to induce the Purchaser to do so, Borrower has offered to reduce the Conversion Price as it relates to the Conversion Amount.

F.  The Purchaser has agreed to convert the Conversion Amount at such reduced Conversion Price upon the terms and conditions set forth in this Agreement.

For good and valuable consideration, the Parties hereby acknowledge, declare and agree as follows:

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IN WITNESS WHEREOF, the Parties have executed and delivered this Secured Convertible Note Modification and Conversion Agreement as of the date first set forth above.

IN WITNESS WHEREOF, the Parties have executed and delivered this Secured Convertible Note Modification and Conversion Agreement as of the date first set forth above.

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Exhibit 10.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

EMPLOYMENT AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated effective as of April 24, 2020 by and among Ourgame International Holdings Limited, a Cayman Islands corporation (“Ourgame”), Allied Esports Entertainment, Inc. (formerly known as Black Ridge Acquisition Corp.), a Delaware corporation (“AESE”), Trisara Ventures, LLC (“Trisara Ventures”), and Adam J. Pliska (“Employee”). Ourgame, AESE, Trisara Ventures and Employee are collectively referred to as the “Parties.”

A. Trisara Ventures and Employee provide services for the benefit of WPT Enterprises, Inc. (“WPT”), a wholly-owned subsidiary of Ourgame, and its affiliates, pursuant to the Executive Engagement Agreement dated as of January 24, 2018, by and among Ourgame, Trisara Ventures and Employee (as amended by that certain Amendment 1 dated June 2018, the “Employment Agreement”);

B. AESE consummated the merger transaction (the “Merger”) on August 9, 2019 (the “Effective Date”), as contemplated in that certain Agreement and Plan of Reorganization dated as of December 19, 2018, as amended on August 5, 2019, by and among AESE, Black Ridge Merger Sub Corp., Allied Esports Media Inc. (f/k/a Allied Esports Entertainment, Inc.), Noble Link Global Limited, Ourgame, and Primo Vital Ltd.;

C. In connection with the Merger, the Parties wish to enter into this Agreement to, among other things, except as set forth below, assign the right and obligations of Ourgame under the Employment Agreement from Ourgame to AESE, and AESE’s assumption of the same, as of the Effective Date;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Assignment and Assumption. Effective as of the Merger, (a) Ourgame hereby assigns to AESE all of Ourgame’s rights, title and interest in, to and under the Employment Agreement, and AESE hereby accepts the same and assumes all obligations of Ourgame under the Employment Agreement; and (b) all references to the “Company” contained in the Employment Agreement shall be understood to be references to AESE. Trisara and Employee hereby consent to the foregoing assignment and assumption of the Employment Agreement.

2. Amendment to Employment Agreements. AESE, Trisara and Employee agree that the following terms of the Employment Agreement are amended as follows:

3. Satisfied Obligations. Notwithstanding Section 1, the Parties acknowledge and agree that the following obligations set forth in the Employment Agreement are no longer part of the Employment Agreement, and have been satisfied or are superseded by subsequent agreements as follows:

4. Governing Law; Venue. This Agreement shall be governed by the laws of the State of California without regard to its conflicts-of-law principles. The Parties expressly acknowledge and agree that any judicial action to enforce any right of any Party under this Agreement may be brought and maintained in the State of California, and the Parties consent to the jurisdiction of the courts of the State of California, County of Orange, and the federal courts located in the Central District of the State of California. Accordingly, the Parties hereby submit to the process, jurisdiction and venue of any such court. Each Party hereby waives, and agrees not to assert, any claim that it is not personally subject to the jurisdiction of the foregoing courts in the State of California or that any action or other proceeding brought in compliance with this Section is brought in an inconvenient forum.

5. Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute one agreement binding on the Parties. Facsimile and electronically transmitted signatures shall be valid and binding to the same extent as original signatures. In making proof of this Agreement, it will be necessary to produce only one copy signed by the Party to be charged.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed as of the date first written above.

Employee hereby consents to the terms and conditions of the Agreement.

Trisara Ventures, LLC herby consents to the terms and conditions of the Agreement.

[Signature page to Assignment and Assumption Agreement]

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Exhibit 10.3

ALLIED ESPORTS ENTERTAINMENT, INC.

April 24, 2020

VIA EMAIL

Frank Ng

Frank Ng Frank@alliedesports.com

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 (the “Employment Agreement”). By executing below, you agree that your current annual base salary of $300,000, will be reduced to an annual base salary of $60,000, effective May 1, 2020, for the following six-month period.