Exhibit 10.1


 


SECURED CONVERTIBLE NOTE


MODIFICATION AGREEMENT


(Extension)


 


This Secured Convertible
Note Modification Agreement (this “Agreement”) is dated effective as of June 8, 2020, among Allied Esports Entertainment,
Inc., a Delaware corporation formerly known as Black Ridge Acquisition Corp. (“Borrower”), certain undersigned
direct and indirect subsidiaries of Borrower (the “Borrower Parties”) and the undersigned (the “Purchaser”
and collectively with Borrower and the Borrower Parties, the “Parties”).


 


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


 


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


 


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


 


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


 






     


     


    

 


E. Subject
to negotiation and entry into definitive loan documentation with certain investors (collectively, “Investor”),
Borrower intends to obtain a senior secured loan from Investor (the “Investor Loan”) pursuant to which it expects
to receive loan proceeds of approximately $9,000,000 (the actual amount of loan proceeds will be set forth in definitive loan documentation
and may be greater or less than such expected amount)(the “Investor Loan Proceeds”).


 


F. The
Investor Loan will be a senior secured obligation of the Company with a lien on all assets in a pari passu position with
the purchasers of the Notes; and the purchasers of the Notes entering into intercreditor agreements with Investor to effect such
priority, in a form acceptable to Investor, is a condition to closing the Investor Loan (each, an “Intercreditor Agreement”).


 


G. Borrower
desires that the Purchaser, among other things, (i) enter into an Intercreditor Agreement, and (ii) extend the Maturity Date under
Purchaser’s Note to February 23, 2022, upon the terms and conditions set forth in this Agreement.


 


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


 


		1.	Intercreditor Agreement. At the closing of the Investor Loan, and conditioned upon the occurrence
of such closing, the Purchaser will execute and deliver the Intercreditor Agreement to Investor.



 


		2.	Extension of Maturity Date. The Maturity Date of Purchaser’s Note is amended to February
23, 2022.



 


		3.	Interest. All accrued and unpaid interest under the Note and “Minimum Interest”
(as such term is defined in the Amendment and Acknowledgement Agreement) shall become due and payable in cash on August 23, 2020
(the “First Interest Payment”). Notwithstanding anything to the contrary set forth in the Bridge Documents,
commencing August 23, 2020, (i) interest on the principal amount of Purchaser’s Note shall accrue interest until payment
in full at the “Interest Rate” (12.0%) set forth in Purchaser’s Note, (ii) upon an Event of Default (as defined
in Purchaser’s Note), the interest rate shall increase to the Default Interest Rate (15.0%), set forth in the Purchaser’s
Note, and (iii) there shall be no minimum interest amount payable under Purchaser’s Note, which may be prepaid in whole or
in part at any time in advance of the Maturity Date without penalty.



 


		4.	Waiver of Lock-Up. Effective August 23, 2020, Purchaser waives the lock-up provisions that
apply to Black Ridge Oil & Gas, Inc. set forth in Section 9 of the Amendment and Acknowledgement Agreement.



 


		5.	Amendments. The Bridge Documents related to the Purchaser’s Note are deemed amended
by the terms of this Agreement effective as of the date hereof. Except as otherwise expressly modified by this Agreement and the
Intercreditor Agreement, all terms, provisions, covenants and agreements contained in such Bridge Documents shall remain unmodified
and in full force and effect.



 





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



 


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



 


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


 





	 	Purchaser:	 
	 	Name: 







 




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


 





	ALLIED ESPORTS ENTERTAINMENT, INC.	 	WPT ENTERPRISES, INC.
	 	 	 
	By:	 	 	By:	       
	Name:	Frank Ng	 	Name:	Frank Ng
	Its:	CEO of AESE	 	Its:	CEO of AESE
	 	 	 	 	 
	PEERLESS MEDIA LIMITED	 	ALLIED ESPORTS MEDIA, INC.
	 	 	 
	By:	 	 	By:	 
	Name:	Frank Ng	 	Name:	Frank Ng
	Its:	CEO of AESE	 	Its:	CEO of AESE
	 	 	 	 	 
	ESPORTS ARENA LAS VEGAS, LLC	 	ALLIED ESPORTS INTERNATIONAL, INC.
	 	 	 
	By:	 	 	By:	 
	Name:	Frank Ng	 	Name:	Frank Ng
	Its:	CEO of AESE	 	Its:	CEO of AESE
	 	 	 	 	 
	ELC GAMING GMBH	 	PEERLESS MEDIA HOLDING CO.
	 	 	 
	By:	 	 	By:	 
	Name:	Frank Ng	 	Name:	Frank Ng
	Its:	CEO of AESE	 	Its:	CEO of AESE
	 	 	 	 	 
	CLUB SERVICES, INC.	 	 	 
	By:	 	 	 	 
	Name:	Frank Ng	 	 	 
	Its:	CEO of AESE	 	 	 


 


 


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