EXHIBIT 10.1

INDEMNIFICATION ESCROW AGREEMENT

This Indemnification Escrow Agreement dated this 1^st day of June 2021 (the “Escrow Agreement”), is entered into by and among ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Buyer”), HELIX HOLDINGS, LLC, a limited liability company incorporated under the laws of Delaware with a registered address at 193 Winding River Rd., Wellesley, MA (“Helix”), the equity holders of Helix under the Purchase Agreement, as hereinafter defined (the “Sellers”), and Lucosky Brookman LLP, as escrow agent (“Escrow Agent”). “). Each of the Buyer, Helix and the Sellers are hereinafter referred to individually as a “Party” and, jointly, as the “Parties”.

RECITALS

A.       Upon the terms and subject to the conditions set forth in the Equity Purchase Agreement dated January 22, 2021and amended on May 21,2021(as amended the “Purchase Agreement”) between Buyer, Helix and Sellers, Buyer shall acquire from Sellers all of the issued and outstanding membership units of Helix (the “Membership Units”), making Helix a wholly-owned subsidiary of Buyer, for a purchase price of $17,000,000 (the “Purchase Price”). Capitalized terms which are not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

B.       Pursuant to Section 10.04(e) of the Purchase Agreement, Helix and Sellers have agreed to place in escrow with the Escrow Agent $1,609,349 of the Purchase Price (the “Indemnification Escrow Fund”) as security for any obligations of the Sellers for Damages, in accordance with Section 10.02 of the Purchase Agreement, and the Escrow Agent agrees to hold and distribute such funds in accordance with the terms of this Escrow Agreement.

In consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows:

1. Escrow. Sellers have deposited One Million Six Hundred Nine Thousand Three Hundred Forty Nine Dollars ($1,609,349), comprising the Indemnification Escrow Fund, with the Escrow Agent upon execution of this Escrow Agreement.

2. Responsibilities of Escrow Agent. Escrow Agent shall perform all of the duties expressly required of it under the terms of this Escrow Agreement and shall not have any other duties or responsibilities that are not expressly set forth herein.

3. Release of Indemnification Escrow Fund.

(a)In the event Buyer (on behalf of itself or any other Indemnitee) has not made any claims for indemnification under the Purchase Agreement which remain unresolved as of the six-month anniversary of the date of this Escrow Agreement, 50% of the amount of the Indemnification Escrow Fund shall remain available solely to cover claims for indemnification pursuant to clause (f) of Section 10.02 of the Purchase Agreement involving Premature Departures of Key Employees . In the event Buyer (on behalf of itself or any other Indemnitee) has not made any claims for indemnification under the Purchase Agreement which remain unresolved as of the twelve-month anniversary of the date of this Escrow Agreement, the full amount of the Indemnification Escrow Fund , together with any investment income earned thereon (as provided in Section 5 of this Escrow Agreement) , shall be released to Sellers, as provided below. All releases of amounts from the Indemnification Escrow Fund to Sellers shall require that Buyer, Helix and Sellers (acting through P. Murphy Van der Velde (the Sellers’ Representative)) provide the Escrow Agent with joint written instructions (“Release Instructions”) to release the applicable amount of the Indemnification Escrow Fund to Sellers (which instructions shall include the wire transfer instructions of the Sellers’ Representative, who will receive such amount on behalf of the Sellers). Following receipt of Release Instructions, Escrow Agent shall wire payment to the Sellers’ Representative within three business days thereof. If Release Instructions are not received by the Escrow Agent within two business days of the applicable anniversary date (the “Assumed Instruction Date”), the Escrow Agent is authorized to release the applicable amount of the Indemnification Escrow Fund to Sellers (by payment to the Sellers’ Representative) within 3 business days of the Assumed Instruction Date. Notwithstanding the foregoing, if on or prior to any anniversary date on which all or part of the remaining Indemnification Escrow Fund is otherwise required to be released to Sellers, Escrow Agent receives an Officer’s Claim Certificate on behalf of the Buyer or any other Indemnitee, Escrow Agent shall not release any of the Indemnification Escrow Fund to Sellers’ Representative as provided above and the Parties shall proceed in the manner set forth herein and in Section 10.05 of the Purchase Agreement.

(b) The Escrow Agent shall comply with judgments or orders issued or process entered by any court with respect to the Indemnification Escrow Fund, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process.

(c) In the event that a Party gives funds transfer instructions, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the authorized person or persons of such Party, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated provided no call back is required if the Escrow Agent receives original instructions. The persons and telephone numbers for callbacks may be changed only in a writing received and acknowledged by the Escrow Agent. The Parties agree that such security procedure is commercially reasonable.

4. Indemnification Claims. After any portion of a claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) becomes an Established Claim and no later than three business days thereafter, Buyer, Helix and Sellers (acting through the Sellers’ Representative) shall jointly deliver a notice to the Escrow Agent (a “Joint Notice”) directing the Escrow Agent to make payment to the Buyer from the Indemnification Escrow Fund, and the Escrow Agent, upon receipt of the Joint Notice, shall promptly deliver to the Buyer the amount of the Established Claim (or, if at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, the full amount remaining in the Indemnification Escrow Fund). As used in this Escrow Agreement, “Established Claim” means any portion of any claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) that is (i) not disputed through a Claim Dispute Notice, (ii) resolved by mutual resolution of the Parties, or (iii) has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) shall be subject to the limitations, procedures and obligations set forth in the Purchase Agreement. In the event (a) a final determination (after exhaustion of any appeals) by a court of competent jurisdiction provides that no portion of a claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) requires payment to the Buyer or, (b) if after a payment to the Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, Helix and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent with Release Instructions as to any amounts remaining in the Indemnification Escrow Fund (less the amount of the payment in the case of (b)), that would have been the subject of prior release instructions pursuant to Section 3 hereof, but for the delivery of the Officer’s Claim Certificate.

5. Investments.

(a)    The Escrow Agent shall follow the written instructions of the Sellers (acting through the Sellers’ Representative) concerning any investment or reinvestment from time to time of the Indemnification Escrow Fund; provided that permissible investments shall be limited to interest bearing bank accounts (the “Permitted Investments”). In the absence of written investment instructions, the Escrow Agent shall deposit the Indemnification Escrow Fund in a non-interest bearing trust account. Any investment earnings and income on the Indemnification Escrow Fund shall become part of the Indemnification Escrow Fund, and shall be disbursed in accordance with Section 3 and 4 of this Escrow Agreement.

(b)      The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.

6. Income Tax Allocation and Reporting.

(a)       The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Indemnification Escrow Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Code of 1986, as amended thereunder (the “Code”), be reported as having been earned by Sellers, whether or not such income was disbursed during such calendar year. With respect to any payments made under this Escrow Agreement, the Escrow Agent shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.

(b)       At or prior to Closing, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Code, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Indemnification Escrow Fund.

(c)       To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of interest or other income derived from the investment of the Indemnification Escrow Fund, the Escrow Agent shall satisfy such liability to the extent possible from the Indemnification Escrow Fund. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Indemnification Escrow Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent.

7. Termination. This Escrow Agreement shall terminate upon the earlier of (a) the mutual agreement of the Parties and the Escrow Agent, or (b) the disbursement of all of the Indemnification Escrow Fund, whereupon this Escrow Agreement shall be of no further force and effect.

8. Duties of the Escrow Agent

(a)         Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. Except as otherwise provided herein, the Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.

(c)       Reliance. The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the terms of this Escrow Agreement or at the written direction or consent of the Parties or their respective agents, representatives, successors, or assigns. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority.

(d)       Right Not Duty Undertaken. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.

(e)       No Financial Obligation. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

9. Provisions Concerning the Escrow Agent

(a) Indemnification. The Parties hereby agree, jointly and severally, to indemnify Escrow Agent, its directors, officers, employees and agents (collectively, the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, including, without limitation, attorney’s fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Agreement or arising out of the existence of the Escrow Account, except to the extent the same shall be directly caused by Escrow Agent’s gross negligence or willful misconduct. The terms of Sections 6(c), 9(a) and 9(d) hereto shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

(b) Limitation of Liability. the escrow agent SHALL NOT be liable, directly or indirectly, for any (i) damages, Losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have resulted from the escrow agent’s gross negligence or willful misconduct, or (ii) special, Indirect or consequential damages or LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the escrow agent has been advised of the possibility of such LOSSES OR damages AND REGARDLESS OF THE FORM OF ACTION.

(c) Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Indemnification Escrow Fund and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.

(d) Compensation. The Escrow Agent shall be entitled to compensation for its services in the amount of $3,000, which compensation shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers. The fee agreed upon for the services rendered hereunder is intended as compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement provided, however, that in the event the Escrow Agent is asked by the Parties ,in writing, to perform services not contemplated by this Escrow Agreement, then the Escrow Agent shall be compensated for such services and reimbursed for all costs and expenses related thereto as agreed to by the Parties and the Escrow Agent in writing .

(e)  Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the Parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Indemnification Escrow Fund until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Indemnification Escrow Fund , (ii) receives a written agreement executed by each of the Parties involved in such disagreement or dispute directing delivery of the Indemnification Escrow Fund, in which event the Escrow Agent shall be authorized to disburse the Indemnification Escrow Fund in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Indemnification Escrow Fund and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.

(f) Attachment of Indemnification Escrow Fund; Compliance with Legal Orders. In the event that any part of the Indemnification Escrow Fund shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Indemnification Escrow Fund , the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

(g) Force Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

(h) Compliance with Legal Orders. Escrow Agent shall receive and may conclusively rely upon an opinion of counsel to the effect that such order is final, non-appealable and from a court of competent jurisdiction. Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.

(i) No Financial Obligation. Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Escrow Agent’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory.

(j) Escrow Agent as Counsel. The Parties acknowledge that Escrow Agent has acted as legal counsel to Buyer under the Purchase Agreement and is merely acting as a stakeholder under this Escrow Agreement. Accordingly, the Escrow Agent’s services hereunder shall not disqualify Escrow Agent from representing Buyer or its principals in connection with any arbitration and /or litigation between the Parties in connection with this Escrow Agreement or otherwise

10. Miscellaneous

(a)  Successors and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld).

(b)  Escheat. The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Indemnification Escrow Fund escheat by operation of law.

(c)  Notices. All notices, account statements, requests, demands, and other communications required under this Escrow Agreement shall be in writing and shall be deemed to have been duly given if delivered (i) personally, (ii) by email transmission with written confirmation of receipt, (iii) by overnight delivery with a reputable national overnight delivery service, or (iv) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail. If notice is given to a Party, it shall be given at the address for such Party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

(d) Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

(e) Entire Agreement. This Escrow Agreement sets forth the entire agreement and understanding of the parties related to the Indemnification Escrow Fund.

(f) Amendment. This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Escrow Agent.

(g) Waivers. The failure of any Party at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any Party of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

(h) Headings. Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.

(i) Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

(j) Waiver of Jury Trial. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT.

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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date first written above.

EXHIBIT 10.2

ASSIGNMENT OF MEMBERSHIP INTEREST

HELIX HOLDINGS, LLC

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (“Assignment”) dated June 1, 2021, is by and among Esports Entertainment Group, Inc., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Assignee”) and each of the individuals comprising all of the members of Helix Holdings, LLC (collectively, the “Assignors” and each an “Assignor”).

WHEREAS, the Assignors represent all of the members of HELIX HOLDINGS, LLC, a Delaware limited liability company (the “Company”), owning one hundred percent (100%) of the outstanding membership interests of the Company (the “Assignor’s Interest”); and

WHEREAS, the Assignors and the Assignee entered into that certain Equity Purchase Agreement between EEG and Company dated January 22, 2021, as amended on May 21, 2021 (the “Equity Agreement”), pursuant to which the Assignee agreed to purchase and the Assignors agreed to sell all of the Assignor’s Interest in the Company; and

WHEREAS, the Assignor, effective as of as of the date hereof (the “Effective Date”), wishes to assign and transfer, and Assignee wishes to accept, all of the Assignor’s Interest, representing one hundred percent (100%) of the outstanding membership interests of the Company (the “Assigned Interest”) in consideration for the Purchase Price (as defined in the Equity Agreement);

NOW THEREFORE, Assignor and Assignee, intending to be legally bound hereby, represent, warrant, and agree as follows:

1. Ownership of Assignor’s Interest. Assignors each hereby represent that it is the owner, beneficially and of record, of all of the Assigned Interests, free and clear of any claim, lien, option, charge, restriction or encumbrance of any nature whatsoever (collectively, “Encumbrances”). Assignors each have full requisite power and authority to sell, convey, transfer, assign, and deliver the Assignor’s Interest to Assignee according to the terms and the provisions of this Assignment and the Equity Agreement so as to vest in Assignor, and upon executing this Assignment, Assignors shall vest in the Assignee, good and marketable title to the Assigned Interests free and clear of any and all Encumbrances.

2. Assignment of Interest. The Assignors, as of the Effective Date, hereby assigns, and transfers the Assigned Interest, to the Assignee so that Assignee receives one hundred percent (100%) of the outstanding membership interests of the Company, and the Assignee hereby accepts the above-described assignment.

3. Resignation. In addition, effective the date hereof, each Seller withdraws and resigns as a member of the Company.

4. Binding Effect. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors, heirs, legal representatives and permitted assigns, and shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered as of the date first set forth above.

EXHIBIT 10.3

Employment Agreement

This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2021, by and between ___________ (the “Executive”) and ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation (the “Company”).

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1.       Term. The Executive’s employment hereunder shall be effective as of the date hereof (the “Effective Date”) and shall continue until the first anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement; provided that, on such first anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days’ prior to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2.       Position and Duties.

2.1       Position. During the Employment Term, the Executive shall serve as the _________________, reporting to_______________. In such position, the Executive shall have such duties, authority, and responsibilities as shall be determined from time to time by __________________, which duties, authority, and responsibilities are consistent with the Executive’s position. The Executive shall, if requested, also serve as a member of the board of directors of the Company (the “Board”) or as an officer or director of any affiliate of the Company for no additional compensation.

2.2       Duties. During the Employment Term, the Executive shall devote substantially all of Executive’s business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company’s Compliance Officer, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof. Notwithstanding the foregoing, the Executive shall not be restricted from participating in any Activities outlined in Exhibit A of the Non-Compete, Non-Solicit and Non-Disclosure agreement attached provided such Activities do not at any time during the Employment Term, conflict or interfere with the performance of the Executives duties hereunder.

3.       Place of Performance. The principal place of Executive’s employment shall be remote; provided that, the Executive may be required to travel on Company business during the Employment Term from time to time.

4.       Compensation.

4.1       Base Salary. The Company shall pay the Executive an annual base salary of $_______________ in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. However, the Executive’s base salary may not be decreased during the Employment Term. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.

4.2       Fringe Benefits and Perquisites. During the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company and governing benefit plan requirements (including plan eligibility provisions), and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company.

4.3       Employee Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.4       Vacation; Paid Time Off. During the Employment Term, the Executive shall be entitled to ten days of paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

4.5       Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures as such policies may exist from time to time.

4.6       Indemnification.

(a)       In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)       During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company or any successor.

4.7       Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

5.       Termination of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least 90 days advance written notice of any termination of the Executive’s employment. On termination of the Executive’s employment during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

5.1       Expiration of the Term, For Cause, or Without Good Reason.

(a)       The Executive’s employment hereunder may be terminated upon the Executive’s failure to renew the Agreement in accordance with Section 1, immediately in writing by the Company for Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated upon the Executive’s failure to renew the Agreement, by the Company for Cause, or by the Executive without Good Reason, the Executive shall be entitled to receive:

(i)       any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;

(ii)       reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iii)       such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 5.1(a)(i) through 5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”.

(b)       For purposes of this Agreement, “Cause” shall mean:

(i)       the Executive’s failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii)       the Executive’s willful failure to comply with any valid and legal directive of the VP of Esports Operations;

(iii)       the Executive’s engagement in dishonesty, illegal conduct, or misconduct, which is, in each case, injurious to the Company or its affiliates;

(iv)       the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company;

(v)       the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi)       the Executive’s material violation of the Company’s written policies or codes of conduct as such policies may exist from time to time, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct:

(vii)       the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);

(viii)       the Executive’s breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or

(ix)       the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with immediate effect.

(c)       For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s written consent:

(i)       a material reduction in the Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions;

(ii)       a relocation of the Executive’s principal place of employment by more than 100 miles;

(iii)       any material breach by the Company of any material provision of this Agreement or any material provision of any other agreement between the Executive and the Company;

(iv)       the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law;

(v)       a material, adverse change in the Executive’s authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s size, status as a public company, and capitalization as of the date of this Agreement; or

(vi)       a material adverse change in the reporting structure applicable to the Executive.

The Executive cannot terminate employment for Good Reason unless the Executive has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within 5 days of the initial existence of such grounds and the Company has had at least 14 days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate employment for Good Reason within 5 days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.

5.2       Non-Renewal by the Company, Without Cause, or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company’s failure to renew the Agreement in accordance with Section 1. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors (the “Release”) and such Release becoming effective within 10 days following the Termination Date (such 10-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following:

(a)       a lump sum payment equal to one month of the Executive’s Base Salary for the year in which the Termination Date occurs, which shall be paid within 21 days following the Termination Date.

5.3       Death or Disability.

(a)       The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Employment Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.

(b)       If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts.

Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

(c)       For purposes of this Agreement, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

5.4       Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or by the Executive during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 26. The Notice of Termination shall specify:

(a)       The termination provision of this Agreement relied upon;

(b)       To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(c)       The applicable Termination Date.

5.5       Termination Date. The Executive’s “Termination Date” shall be:

(a)       If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(b)       If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

(c)       If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

(d)       If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; provided that, the Company shall have the option to provide the Executive with a lump sum payment equal to 90 days’ Base Salary in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered;

(e)       If the Executive terminates his/her employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; provided that, the Company may waive all or any part of the 90 day notice period for no consideration by giving written notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined by the Company; and

(f)       If the Executive’s employment hereunder terminates because either party provides due notice of non-renewal pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.

Notwithstanding anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A.

5.6       Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and any amounts payable pursuant to this Section 5 shall not be reduced by compensation the Executive earns on account of employment with another employer.

5.7       Resignation of All Other Positions. On termination of the Executive’s employment hereunder for any reason, the Executive [agrees to resign, effective on the Termination Date/shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.

5.8       Section 280G.

(a)       If any of the payments or benefits received or to be received by the Executive (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section (a) or otherwise) as if no Excise Tax had been imposed.

(b)       All calculations and determinations under this Section (a) shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section (a), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section (a). The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

6. Cooperation. The parties agree that certain matters in which the Executive will be involved during the Employment Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate.

7. Confidential Information. The Executive understands and acknowledges that during the Employment Term, the Executive will have access to and learn about the Company’s confidential information, and as such agrees to enter into and be bound by the confidentiality terms as set out under the Non-Compete, Non-Solicitation and Non-Disclosure Agreement as set out in Exhibit 1.

8. Restrictive Covenants. The Executive understands that the nature of the Executive’s position gives the Executive access to and knowledge of Confidential Information and places the Executive in a position of trust and confidence with the Company and as such agrees to enter into and be bound by the restrictive covenants as set out under the Non-Compete, Non-Solicitation and Non-Disclosure Agreement as set out in Exhibit 1.

9. Non-Disparagement. The Executive agrees and covenants that the Executive will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

This Section 9 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Compliance Officer.

10. Acknowledgement. The Executive acknowledges and agrees that the services to be rendered by the Executive to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.

The Executive further acknowledges that the benefits provided to the Executive under this Agreement, including the amount of the Executive’s compensation, reflects, in part, the Executive’s obligations and the Company’s rights under Section 7, Section 8, and Section 9 of this Agreement; that the Executive has no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced herein in connection herewith; and that the Executive will not suffer undue hardship by reason of full compliance with the terms and conditions of Section 7, Section 8, and Section 9 of this Agreement or the Company’s enforcement thereof.

11. Remedies. In the event of a breach or threatened breach by the Executive of Section 7, Section 8, or Section 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

Arbitration. Any dispute, controversy, or claim arising out of or related to the Executive’s employment by the Company, or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy, shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation , the parties agree to attempt in good faith to settle the dispute by mediation administered by the Judicial Arbitration and Mediation Services (“JAMS”). If the parties are unsuccessful at resolving the dispute through mediation, the parties agree to arbitration administered by JAMS pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS’ Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Any arbitral award determination shall be final and binding upon the parties and judgment on the award may be entered in any court having jurisdiction

12. Proprietary Rights.

12.1       Work Product. The Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive individually or jointly with others during the Employment Term and relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by the Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

For purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications, research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished patent applications, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information, and sales information.

12.2       Work Made for Hire; Assignment. The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

12.3       Further Assurances; Power of Attorney. During and after the Employment Term, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in his/her name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s subsequent incapacity.

12.4       No License. The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made available to the Executive by the Company.

13. Security.

13.1       Security and Access. The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, email systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (“Facilities and Information Technology Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event the Executive learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction, or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials by others.

13.2       Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s request at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with the Executive’s employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

14. Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the Employment Term, for all legitimate commercial and business purposes of the Company (“Permitted Uses”) without further consent from or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the Employment Term, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’ exercise of their rights in connection with any Permitted Uses.

15. Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of New York without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of New York. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

16. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

17. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by the SVP of Business Development of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

18. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

19. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

20. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

21. Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

22. Section 409A.

22.1       General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

22.2       Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with the Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

22.3       Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a)       the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b)       any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c)       any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

22.4       Tax Gross-ups. Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes.

23. Notification to Subsequent Employer. When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.

24. Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

25. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Esports Entertainment Group, Inc.

112 North Curry Street

Carson City

Nevada 89703-4934

Attention: Chief Legal Officer

If to the Executive:

26. Representations of the Executive. The Executive represents and warrants to the Company that:

(a)       The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which the Executive is a party or is otherwise bound.

(b)       The Executive’s acceptance of employment with the Company and the performance of duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer.

27. Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

28. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

29. Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EXHIBIT 10.4

NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT

THIS NON-COMPETE, NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) dated as of June 1,2021 (the “Effective Date”), by and between ___________, an individual (“___________”), and ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation (“ESports” or the “Company”). Each of _______ and ESports may be referred to hereinafter, individually, as a “Party” and together, the “Parties”.

WITNESSETH:

WHEREAS, _________ is a Key Employee (as such term is defined in the Equity Purchase Agreement (the “Purchase Agreement”) of even date herewith among the Company, ______, a _____________ limited liability company (“_______”), and the equity holders of _____; and

WHEREAS, __________ has been and will be given access to, or otherwise came into contact with certain Confidential Information (as defined below) of ESports, and the Parties desire to prevent the dissemination, unauthorized disclosure or misuse of such information; and

WHEREAS, any reference to Esports herein shall be deemed to include the Company and any subsidiary or subsidiary undertaking of the Company or such companies.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the Parties hereto mutually agree as follows:

1. Covenant Not to Compete.

(a) During the period commencing on the Effective Date and ending one year after the termination of _______’s employment howsoever arising (the “Term”), ________ shall not directly or indirectly, own, manage, engage in, operate, control, work for as an employee, consult with, render services to or for, invest in or participate in _______________that is the same or similar, , to any business of ESports (“Competitive Business”) in any country in which ESports conducts business during the Term (the “Restricted Territory”). Notwithstanding anything herein to the contrary, ________ may hold investments in any enterprise or Competitive Business if such investment constitutes five percent (5%) or less of the equity of such enterprise or Competitive Business, or such greater amount provided such ownership or investment was acquired prior to the Effective Date, and disclosed to the Employer on or before the Effective Date.

(b) As a separate and independent covenant, ___________ further agrees that during the Term, _________ shall not (i) cause, solicit, induce or encourage any employees of ESports to leave such employment or hire, employ or otherwise engage any such individual; (ii) cause, induce or encourage any customer, supplier, or licensor of ESports (including any person that becomes a customer of ESports after the Effective Date) , or any other person who has a material business relationship with ESports, to terminate or modify any such relationship as it relates to the business of ESports; or (iii) cause, induce or encourage any Prospective Customer of ESports not to do business with ESports. “Prospective Customer” means any person or entity which Esports can establish by documentary evidence as having an intention to order products or services from ESports or with whom ESports has had material contact and discussions regarding the ordering of products or services from ESports, in each case as of and after the Effective Date or as set forth in Exhibit A and 2) may continue to engage in the business activities set forth on Exhibit A.

2. Confidential Information.

(a) _________ acknowledges that, as a result of _________’s involvement by _________, ____________ has received and will receive confidential or proprietary information of ESports. Subject to Section 2(c), ___________ covenants and agrees that ________ shall not, directly or indirectly, disclose, reveal, divulge or communicate to any person other than authorized officers, directors, Employees, and professional advisors of ESports, or use or otherwise exploit for ________’s own benefit or for the benefit of anyone other than ESports, any Confidential Information. _________ shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law; provided, however, that in the event disclosure is required by applicable law, ________ shall, to the extent reasonably possible and legally permissible, provide ESports with prompt notice of such requirement prior to making any disclosure so that the ESports may seek an appropriate protective order, at the ESport’s sole cost and expense.

(b) “Confidential Information” means any confidential information with respect to ESports, including, without limitation, methods of operation, customer lists, products and services, prices, fees, costs, technology, formulas, inventions, trade secrets, know-how, proprietary software, marketing methods, plans, suppliers, competitors, markets or other specialized information or proprietary matters.

(c) Notwithstanding anything to the contrary in this Section 2, ____ shall have no obligation hereunder with respect to Confidential Information that (i) is generally available to the public on the Effective Date, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder or a known breach by a third party of any confidentiality covenants owing by that party to ESports, (iii) is independently developed by _______ without the use of any such Confidential Information, (iv) is disclosed by a person or entity not subject to restrictions concerning the disclosure of such information, or (v) is required to be disclosed pursuant to court order or other legal process.

(d) With respect to ESports’s trade secrets, this Section 2 shall apply indefinitely. As to all other Confidential Information, this Section 2 shall expire upon expiration of the Term.

3. Scope of Coverage. The Parties agree and intend that the covenants contained in Section 1 and Section 2 of this Agreement shall be construed as separate covenants.

4. Material Inducement. The covenants of _______ set forth in this Agreement constitute a material inducement for ESports to execute, deliver and consummate the Purchase Agreement and are an essential element of the acquisition of the businesses contemplated by the Purchase Agreement and, but for such covenants, ESports would not have executed and delivered the Purchase Agreement and would not have been willing to consummate the purchase of _______.

5. Injunctive Relief. Without intending in any way to limit the remedies available to the Company, __________hereby acknowledges that the breach, or attempted or threatened breach, of this Agreement by __________will result in immediate and irreparable harm to ESports and that damages at law might not be an adequate remedy for ESports, and further acknowledges and agrees that if _________ breaches any of the covenants contained in this Agreement, ESports may seek injunctive relief in any court of competent jurisdiction to restrain the breach of, or otherwise specifically to enforce, any of such covenants. Such injunctive relief shall be in addition to, and not in lieu of, any other remedies at law or in equity available to ESports.

6. Judicial Amendments; Severability. It is expressly understood and agreed that, although ESports and _________ consider the restrictions contained in this Agreement to be reasonable for the purpose of preserving for ESport’s benefit the proprietary rights, going business value and goodwill of the business of ESports, if a court of competent jurisdiction holds or deems that any of the separate covenants contained in this Agreement is unenforceable against _______in respect of the geographic area, then such unenforceable covenant shall be deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced and such findings shall not affect the enforceability of any of the other separate covenants contained herein. If the court referred to above finds that any covenant or restriction contained in this Agreement is unenforceable for any other reason, then the provisions of such covenant shall not be rendered void but shall be deemed reduced or otherwise amended to the extent such court may judicially determine or indicate to be reasonable and so as to provide ESports, to the fullest extent permitted by applicable law, the benefits intended by this Agreement.

7. Entire Agreement; Assignment. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the Parties. The rights and obligations of the Parties hereunder shall inure to the benefit of, and be conclusive and binding, upon each such Party and their respective successors and assigns. __________may not assign its obligations hereunder under any circumstances, but ESports may assign its rights hereunder to its subsidiaries or affiliates or to any third party that acquires all or substantially all of the assets of ESports.

8. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when transmitted via electronic mail to the e-mail address set out below (with confirmation of receipt), (b) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (c) the third (3^rd) Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective Parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

ESports Entertainment Group, Inc.

13/14 Penthouse Office, Mannarino Road

Birkirkara, Malta BKR 9080

Attention: Grant Johnson, CEO

Email: grant@esportsentertainmentgroup.com

with a copy to (which shall not constitute notice):

Lucosky Brookman LLP

101 Wood Avenue South

5^th Floor

Woodbridge, NJ 08830

Attention: Joseph Lucosky

Email: jlucosky@lucbro.com

_________________

_________________

_________________

Email: ____________

with a copy (which shall not constitute notice) to:

__________________________

__________________________

__________________________

Attention: _________________

Email: ____________________

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one agreement.

10. No Waiver. The failure of a Party to insist, in any one or more instances, upon the strict performance of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of any right hereunder nor of the future performance of any such terms and conditions.

11. Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by ________ and ESports.

12. Gender. All references in the Agreement to the masculine shall be deemed to include, where required or appropriate, the feminine or neuter genders.

13. Headings. Article, section and paragraph headings are inserted for convenience only and do not form a part of this Agreement.

14. ESports References. Throughout this Agreement, reference to ESports includes reference to all entities affiliated with ESports, including all subsidiaries of ESports which, for purposes of this Agreement, includes _________.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of _________________, without giving effect to any choice or conflict of law provision or rule.

16. Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be brought in the federal or state courts of the jurisdiction in which _______ is employed.

[-signature page follows-]

IN WITNESS HEREOF, the undersigned execute this Agreement as of the date first set forth above.

Exhibit A

Outside Business Activities

EXHIBIT 10.5

INDEMNIFICATION ESCROW AGREEMENT

This Indemnification Escrow Agreement dated this 1^st day of June 2021 (the “Escrow Agreement”), is entered into by and among ESPORTS ENTERTAINMENT GROUP, INC., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Buyer”), GGCIRCUIT, LLC, a limited liability company incorporated under the laws of Indiana with a registered address at 2303 S. 3^rd Street, Terre Haute, IN 47802 (“GGC”), the equity holders of GGC listed on the signature page hereto (the “Sellers”), and Lucosky Brookman LLP, as escrow agent (“Escrow Agent”). “). Each of the Buyer, GGC and the Sellers are hereinafter referred to individually as a “Party” and, jointly, as the “Parties”.

RECITALS

A. Upon the terms and subject to the conditions set forth in the Equity Purchase Agreement dated January 22, 2021,and amended on May 21,2021(as amended, the “Purchase Agreement”), between Buyer, GGC and Sellers, Buyer shall acquire from Sellers all of the issued and outstanding membership units of GGC (the “Membership Units”), making GGC a wholly-owned subsidiary of Buyer, for a purchase price of $26,000,000 (the “Purchase Price”). Capitalized terms which are not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

B. Pursuant to Section 10.04(e) of the Purchase Agreement, GGC and Sellers have agreed to place in escrow with the Escrow Agent $2,457,548 of the Purchase Price (the “Indemnification Escrow Fund”) as security for any obligations of the Sellers for Damages, in accordance with Section 10.02 of the Purchase Agreement, and the Escrow Agent agrees to hold and distribute such funds in accordance with the terms of this Escrow Agreement.

In consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows:

1. Escrow. Sellers have deposited Two Million Four Hundred Fifty Seven Thousand Five Hundred Forty Eight Dollars ($2,457,548), comprising the Indemnification Escrow Fund, with the Escrow Agent upon execution of this Escrow Agreement.

2. Responsibilities of Escrow Agent. Escrow Agent shall perform all of the duties expressly required of it under the terms of this Escrow Agreement and shall not have any other duties or responsibilities that are not expressly set forth herein.

3. Release of Indemnification Escrow Fund.

(a) In the event Buyer (on behalf of itself or any other Indemnitee) has not made any claims for indemnification under the Purchase Agreement which remain unresolved as of the six-month anniversary of the date of this Escrow Agreement, 50% of the Indemnification Escrow Fund shall be released to Sellers, as provided below. Notwithstanding the foregoing, if the release of part of the Indemnification Escrow Fund after six months, as provided in the preceding sentence, would result in the amount remaining in the Indemnification Escrow Fund being less than $1,200,000, then the amount released shall be reduced such that $1,200,000 remains in the Indemnification Escrow Fund. In the event Buyer (on behalf of itself or any other Indemnitee) has not made any claims for indemnification under the Purchase Agreement that remain unresolved as of the twelve -month anniversary of the date of this Escrow Agreement, the balance of the Indemnification Escrow Fund, together with any investment income earned thereon (as provided in Section 5 of this Escrow Agreement), shall be released to Sellers, as provided below. All releases of amounts from the Indemnification Escrow Fund to Sellers shall require that Buyer, GGC and Sellers (acting through Zack Johnson (the Sellers’ Representative)) provide the Escrow Agent with joint written instructions (“Release Instructions”) to release the applicable amount of the Indemnification Escrow Fund to Sellers (which instructions shall include the wire transfer instructions of the Sellers’ Representative who will receive such amount on behalf of the Sellers)) .Following receipt of Release Instructions, Escrow Agent shall wire payment to the Sellers Representative within three business days thereof. If Release Instructions are not received by the Escrow Agent within two business days of the applicable anniversary date (the “Assumed Instruction Date”), the Escrow Agent is authorized to release the applicable amount of the Indemnification Escrow Fund to Sellers (by payment to the Sellers’ Representative) within 3 business days of the Assumed Instruction Date. Notwithstanding the foregoing, if on or prior to any anniversary date on which all or part of the remaining Indemnification Escrow Fund is otherwise required to be released to Sellers, Escrow Agent receives an Officer’s Claim Certificate on behalf of Buyer or any other Indemnitee, Escrow Agent shall not release any of the Indemnification Escrow Fund to Sellers’ Representative as provided above and the Parties shall proceed in the manner set forth herein and in Section 10.05 of the Purchase Agreement.

(b) The Escrow Agent shall comply with judgments or orders issued or process entered by any court with respect to the Indemnification Escrow Fund, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process.

(c) In the event that a Party gives funds transfer instructions, whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the authorized person or persons of such Party, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated provided no call back is required if the Escrow Agent receives original instructions. The persons and telephone numbers for callbacks may be changed only in a writing received and acknowledged by the Escrow Agent. The Parties agree that such security procedure is commercially reasonable.

4. Indemnification Claims. After any portion of a claim for indemnification by Buyer (on behalf of itself or any other Indemnitee) becomes an Established Claim and no later than three business days thereafter, Buyer, GGC and Sellers Sellers (acting through the Sellers’ Representative) shall jointly deliver a notice to the Escrow Agent (a “Joint Notice”) directing the Escrow Agent to make payment to the Buyer from the Indemnification Escrow Fund, and the Escrow Agent, upon receipt of the Joint Notice, shall promptly deliver to the Buyer the amount of the Established Claim (or, if at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, the full amount remaining in the Indemnification Escrow Fund). As used in this Escrow Agreement, “Established Claim” means any portion of any claim for indemnification by the Buyer (on behalf of itself or any other Indemnitee) that is (i) not disputed through a Claim Dispute Notice, (ii) resolved by mutual resolution of the Parties, or (iii) has been sustained by a final determination (after exhaustion of any appeals) of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, each claim for indemnification by Buyer (on behalf of itself or any other Indemnitee) shall be subject to the limitations, procedures and obligations set forth in the Purchase Agreement. In the event (a) a final determination (after exhaustion of any appeals) by a court of competent jurisdiction provides that no portion of a claim for indemnification by Buyer (on behalf of itself or any other Indemnitee) requires payment to the Buyer or, (b) if after a payment to Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, GGC and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent with Release Instructions as to any amounts remaining in the Indemnification Escrow Fund (less the amount of the payment in the case of (b)),that would have been the subject of prior release instructions pursuant to Section 3 hereof, but for the delivery of the Officer’s Claim Certificate .

5. Investments.

(a) The Escrow Agent shall follow the written instructions of the Sellers (acting through the Sellers’ Representative) concerning any investment or reinvestment from time to time of the Indemnification Escrow Fund; provided that permissible investments shall be limited to interest bearing bank accounts. In the absence of written instructions, the Escrow Agent shall deposit the Indemnification Escrow Fund in a non-interest bearing trust account. Any investment earnings and income on the Indemnification Escrow Fund shall become part of the Indemnification Escrow Fund, and shall be disbursed in accordance with Section 3 and 4 of this Escrow Agreement.

(b) If the Sellers (acting through the Sellers’ Representative) direct the Escrow Agent to deposit the Escrow Fund into an investment account, the Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.

6. Income Tax Allocation and Reporting.

(a) The Parties agree that, for tax reporting purposes, all interest from the investment of the Indemnification Escrow Fund shall, as of the end of each calendar year and to the extent required by the Internal Revenue Code of 1986, as amended thereunder (the “Code”), be reported as having been earned by Sellers, whether or not such income was disbursed during such calendar year. With respect to any payments made under this Escrow Agreement, the Escrow Agent shall have no responsibility for performing tax reporting. The Escrow Agent’s function of making such payments is solely ministerial and upon express direction of the Parties.

(b) At or prior to Closing, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may reasonably request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Code, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Indemnification Escrow Fund.

(c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of interest or other income derived from the investment of the Indemnification Escrow Fund, the Escrow Agent shall satisfy such liability to the extent possible from the Indemnification Escrow Fund. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Indemnification Escrow Fund and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent.

7. Termination. This Escrow Agreement shall terminate upon the earlier of (a) the mutual agreement of the Parties and the Escrow Agent, or (b) the disbursement of all of the Indemnification Escrow Fund, whereupon this Escrow Agreement shall be of no further force and effect.

8. Duties of the Escrow Agent

(a) Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. Except as otherwise provided herein, the Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.

(b) Reliance. The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the terms of this Escrow Agreement or at the written direction or consent of the Parties or their respective agents, representatives, successors, or assigns. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority.

(c) Right Not Duty Undertaken. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.

(d) No Financial Obligation. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

9. Provisions Concerning the Escrow Agent

(a) Indemnification. The Parties hereby agree, jointly and severally, to indemnify Escrow Agent, its directors, officers, employees and agents (individually an “Indemnified Party” and collectively, the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, including, without limitation, attorney’s fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Agreement or arising out of the existence of the Escrow Account, except to the extent the same shall be directly caused by Escrow Agent’s gross negligence or willful misconduct. The terms of Sections 6(c), 9(a) and 9(d) hereto shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

(b) Limitation of Liability. the escrow agent SHALL NOT be liable, directly or indirectly, for any (i) damages, Losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have resulted from the escrow agent’s gross negligence or willful misconduct, or (ii) special, Indirect or consequential damages or LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the escrow agent has been advised of the possibility of such LOSSES OR damages AND REGARDLESS OF THE FORM OF ACTION.

(c) Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be, shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Indemnification Escrow Fund and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) calendar days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.

(d) Compensation. The Escrow Agent shall be entitled to compensation for its services in the amount of $3,000 which compensation shall be paid fifty percent (50%) by Buyer and fifty percent (50%) by the Sellers. The fee agreed upon for the services rendered hereunder is intended as compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event the Escrow Agent is asked by the Parties, in writing, to perform services not contemplated by this Escrow Agreement, the Escrow Agent shall be compensated for such services and reimbursed for all costs and expenses related thereto as agreed to by the Parties and the Escrow Agent in writing.

(e) Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the Parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent shall be fully protected and may, at its option, retain the Indemnification Escrow Fund until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Indemnification Escrow Fund, (ii) receives a written agreement executed by each of the Parties involved in such disagreement or dispute directing delivery of the Indemnification Escrow Fund, in which event the Escrow Agent shall be authorized to disburse the Indemnification Escrow Fund in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Indemnification Escrow Fund and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Parties hereto further agree to pursue any redress or recourse in connection with such dispute without making the Escrow Agent a party to the same. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.

(f) Attachment of Indemnification Escrow Fund; Compliance with Legal Orders. In the event that any part of the Indemnification Escrow Fund shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Indemnification Escrow Fund, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

(g) Force Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

(h) Compliance with Legal Orders. Escrow Agent shall receive and may conclusively rely upon an opinion of counsel to the effect that such order is final, non-appealable and from a court of competent jurisdiction. Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.

(i) No Financial Obligation. Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Escrow Agent’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory.

(j) Escrow Agent as Counsel. The Parties acknowledge that Escrow Agent has acted as legal counsel to Buyer under the Purchase Agreement and is merely acting as a stakeholder under this Escrow Agreement. Accordingly, the Escrow Agent’s services hereunder shall not disqualify Escrow Agent from representing Buyer or its principals in connection with any arbitration and /or litigation between the Parties in connection with this Escrow Agreement or otherwise

10. Miscellaneous

(a) Successors and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld).

(b) Escheat. The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Indemnification Escrow Fund escheat by operation of law.

(c) Notices. All notices, account statements, requests, demands, and other communications required under this Escrow Agreement shall be in writing and shall be deemed to have been duly given if delivered (i) personally, (ii) by email transmission with written confirmation of receipt, (iii) by overnight delivery with a reputable national overnight delivery service, or (iv) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail. If notice is given to a Party, it shall be given at the address for such Party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

(d) Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

(e) Entire Agreement. This Escrow Agreement sets forth the entire agreement and understanding of the parties related to the Indemnification Escrow Fund.

(f) Amendment. This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Escrow Agent.

(g) Waivers. The failure of any Party at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any Party of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

(h) Headings. Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.

(i) Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

(j) Waiver of Jury Trial. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT.

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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date first written above.

EXHIBIT 10.6

ASSIGNMENT OF MEMBERSHIP INTEREST GGCIRCUIT, LLC

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (“Assignment”) dated June 1, 2021, is by and among Esports Entertainment Group, Inc., a Nevada corporation with a registered address at 112 North Curry Street, Carson City, Nevada 89703-4934 (the “Assignee”) and each of the individuals listed on the signature page comprising all the members of ggCircuit, LLC (collectively, the “Assignors” and each an “Assignor”).

WHEREAS, the Assignors represent all of the members of ggCircuit, LLC, an Indiana limited liability company (the “Company”), collectively owning one hundred percent (100%) of the outstanding membership interests of the Company (the “Assignor’s Interest”); and

WHEREAS, the Company and its Class A unitholders and the Assignee entered into that certain Equity Purchase Agreement between EEG and Company dated January 22, 2021 as amended on May 21, 2021 (the “Equity Agreement”), pursuant to which the Assignee agreed to purchase the Assignor’s Interest in the Company; and

WHEREAS, the Assignors, effective as of as of the date hereof (the “Effective Date”), wish to assign and transfer, and Assignee wishes to accept, all of the Assignors’ Interest, representing one hundred percent (100%) of the outstanding membership interests of the Company (the “Assigned Interest”) in consideration for the Purchase Price (as defined in the Equity Agreement);

NOW THEREFORE, Assignor and Assignee, intending to be legally bound hereby, represent, warrant, and agree as follows:

1. Ownership of Assignors’ Interest. Assignors each hereby represent that he or it is the owner, beneficially and of record, of all the Assigned Interests, free and clear of any claim, lien, option, charge, restriction or encumbrance of any nature whatsoever (collectively, “Encumbrances”). Assignors each have full requisite power and authority to sell, convey, transfer, assign, and deliver the Assignor’s Interest to Assignee according to the terms and the provisions of this Assignment and the Equity Agreement so as to vest in Assignor, and upon executing this Assignment, Assignors shall vest in the Assignee, good and marketable title to the Assigned Interests free and clear of any and all Encumbrances.

2. Assignment of Interest. The Assignors, as of the Effective Date, hereby assign and transfer the Assigned Interest to the Assignee so that Assignee receives one hundred percent (100%) of the outstanding membership interests of the Company, and the Assignee hereby accepts the above-described assignment.

3. Resignation. In addition, effective the date hereof, each Assignor withdraws and resigns as a member of the Company.

4. Binding Effect. This Assignment is binding upon and inures to the benefit of the parties hereto and their successors, heirs, legal representatives and permitted assigns, and is governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed and delivered as of the date first set forth above.