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.


 




    	1



     


    

 


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


 


	 	ASSIGNEE:
	 	 	 
	 	ESPORTS
    ENTERTAINMENT GROUP, INC.
	 	 	 
	 	By:	/s/
    Grant Johnson       
	 	Name:	Grant
    Johnson
	 	Title:	Chief
    Executive Officer


 


	 	ASSIGNORS:
	 	 	 
	 	SCV Capital, LLC
	 	 	 
	 	By:	/s/Murphy
    van der Velde 
	 	 	Murphy
    van der Velde, Manager
	 	 	 
	 	 	/s/
    Thomas O’Neill
	 	 	Thomas
    O’Neill
	 	 	 
	 	 	/s/
    Sean McLaughlin
	 	 	Sean
    McLaughlin
	 	 	 
	 	 	/s/Ann
    Marie van der Velde 
	 	 	Ann
    Marie van der Velde 
	 	 	 
	 	 	/s/
    William Collis
	 	 	William
    Collis
	 	 	 
	 	 	/s/
    Joseph Ahn
	 	 	Joseph
    Ahn
	 	 	 
	 	 	/s/
    Rohan Gopaldas
	 	 	Rohan
    Gopaldas
	 	 	 
	 	 	/s/
    Faraz Barmpar
	 	 	Faraz
    Barmpar
	 	 	 
	 	 	/s/
    Andrew Agus
	 	 	Andrew
    Agus
	 	 	 
	 	 	/s/
    Paul Gavin
	 	 	Paul
    Gavin
	 	 	 
	 	 	/s/
    Daniel Ahn
	 	 	Daniel
    Ahn
	 	 	 
	 	 	/s/
    Paul Dawalibi
	 	 	Paul
    Dawalibi
	 	 	 
	 	 	/s/
    Michael Vorhaus
	 	 	Michael
    Vorhaus
	 	 	 
	 	 	/s/
    Adam Morrison
	 	 	Adam
    Morrison
	 	 	 
	 	 	/s/
    Tim Edmonds
	 	 	Tim
    Edmonds
	 	 	 
	 	 	/s/
    Patrick Kenyon
	 	 	Patrick
    Kenyon
	 	 	 
	 	 	/s/
    Murphy van der Velde
	 	 	Murphy
    van der Velde
	 	 	 
	 	 	/s/
    Jack van der Velde
	 	 	Jack
    van der Velde


 




    	2