Exhibit 10.1


 


MERGER AGREEMENT


 


THIS MERGER AGREEMENT
(this “Agreement”), dated as of January 4, 2017, is entered into by and among ROUNDTABLE CREATIVE INC., a Virginia
corporation d/b/a SUCKERPUNCH ENTERTAINMENT (“SuckerPunch”), BRIAN BUTLER-AU, an individual and resident of
the Commonwealth of Virginia (the “SuckerPunch Shareholder”), ALLIANCE MMA, INC., a Delaware corporation (“Parent”)
and SUCKERPUNCH HOLDINGS, INC., a Virginia corporation (“Acquisition Co.”) and a wholly-owned subsidiary of
Parent.


 


WHEREAS, SuckerPunch
operates a mixed martial arts sports management and marketing business under the “SuckerPunch Entertainment” brand
(the “Business”); and


 


WHEREAS, the Board
of Directors of each of Parent, Acquisition Co. and SuckerPunch has approved, and deems it advisable and in the best interests
of such entity’s equity holders to consummate, the acquisition of SuckerPunch by Parent through the merger of Acquisition
Co. with and into SuckerPunch as the surviving entity (the “Merger”), on the terms and subject to the conditions
set forth in this Agreement; and


 


WHEREAS, the parties
hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue
Code of 1986, as amended (the “Code”), by reason of Section 368(a)(2)(E) of the Code;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants, agreements and provisions herein contained, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


ARTICLE 1


DEFINITIONS


 


1.1         Definitions.
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth on Exhibit A hereto.


 


ARTICLE 2


THE MERGER


 


2.1         Merger.
Promptly following the execution and delivery of this Agreement, Acquisition Co. and SuckerPunch will prepare, execute and file
with the Virginia State Corporation Commission (the “SCC”), in accordance with Section 13.1-720 of the Virginia
Stock Corporation Act (the “VSCA”), Articles of Merger (“Articles of Merger”). The Merger will become
effective at the time and date shown on the Certificate of Merger issued by the SCC (the “Effective Time”).
Subject to the terms and conditions of this Agreement, at the Effective Time and in accordance with the VSCA, Acquisition Co. will
be merged with and into SuckerPunch pursuant to the Plan of Merger, substantially in the form attached hereto as Exhibit B
(the “Plan of Merger”), the separate corporate existence of Acquisition Co. shall cease and SuckerPunch will
be the surviving corporation in the Merger (the term “Surviving Corporation” shall refer to SuckerPunch as of
the Effective Time and thereafter).


 




     


     


    

 


2.2         Closing;
Closing Date. The closing of the transactions contemplated hereby (the “Closing”) will occur when all of
the conditions to Closing set forth in Section 8 have been satisfied (or waived in writing by the appropriate party). The date
on which the Closing occurs is referred to herein as the “Closing Date”. On the Closing Date, (i) Parent and
Acquisition Co. will deliver the Merger Consideration to the SuckerPunch Shareholder in accordance with Article III and Section
4(a) (ii) the SuckerPunch Shareholder will deliver either a certificate representing all of the outstanding shares of SuckerPunch
Common Stock to Parent and Acquisition Co. or a No Stock Certificate Affidavit in lieu thereof.


 


2.3         Articles
of Incorporation; By-laws; Directors and Officers.


 


(a)          The
Articles of Incorporation of Acquisition Co. in effect immediately prior to the Effective Time, a copy of which is attached as
Exhibit C hereto (the “Articles of Incorporation”), and the by-laws of Acquisition Co. as in effect immediately
prior to the Effective Time, a copy of which is attached as Exhibit D hereto (the “By-laws”), shall be
the Articles of Incorporation and By-laws, respectively, of the Surviving Corporation from and after the Effective Time until thereafter
changed or amended as provide therein or in accordance with applicable law.


 


(b)          The
Board of Directors and officers of Acquisition Co. immediately prior to the Effective Time shall serve as the Board of Directors
and officers, respectively, of the Surviving Corporation and shall hold office from the Effective Time until their respective successors
have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Articles
of Incorporation and By-laws.


 


2.4         Tax-Free
Merger. The parties hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(A)
of the Internal Revenue Code of 1986, as amended by reason of Section 368(a)(2)(E) of the Code.


 


ARTICLE 3


MERGER CONSIDERATION; CONVERSION AND
EXCHANGE OF SECURITIES


 


3.1        Manner
and Basis of Converting and Exchanging Capital Stock. At the Effective Time, and without any action on the part of SuckerPunch,
Parent or Acquisition Co., the SuckerPunch Shareholder or the Parent Stockholders, all of the shares of SuckerPunch Common Stock
issued and outstanding immediately prior to the Effective Time shall be converted or exchanged into the right to receive (i) an
aggregate number of shares of Parent Common Stock equal to $1,050,000 divided by the Share Price, and (ii) $300,000 in cash, in
each case to be issued to the SuckerPunch Shareholder (collectively, the “Merger Consideration”). The Merger
Consideration shall be subject to adjustment pursuant to the provisions of Article 4.


 




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3.2         Treasury
Stock. Notwithstanding any provision of this Agreement to the contrary, any shares of SuckerPunch Common Stock held in the
treasury of SuckerPunch shall be canceled in the Merger and shall not be converted or exchanged into the right to receive any shares
of Parent Common Stock or other securities of Parent.


 


3.3         No
Fractional Shares. No fractional shares of Parent Common Stock shall be issued in, or as a result of, the Merger. Any fractional
shares of Parent Common Stock that a holder of record of SuckerPunch Common Stock would otherwise be entitled to receive as a result
of the Merger shall be rounded to the nearest whole number of shares of Parent Common Stock.


 


3.4         Surrender
and Exchange of Certificates.


 


(a)          Exchange
Procedures. On the Closing Date, the SuckerPunch Shareholder shall deliver to Parent (or its duly authorized agent) one or
more certificate(s) representing all of the SuckerPunch Common Stock formerly owned by such holder, endorsed in blank or accompanied
by duly executed stock powers or a No Stock Certificate Affidavit in lieu thereof. Upon receipt of certificates representing all
of the shares of SuckerPunch Common Stock outstanding immediately prior to the Effective Time, Parent shall deliver to the SuckerPunch
Shareholder (i) a certificate registered in the name of such former holder representing the number of shares of Parent Common Stock
that such former holder is entitled to receive as set forth on Schedule 3.4 hereto (less the Holdback Shares) and (ii) such
former holder’s share of the cash component of the Merger Consideration as set forth on Schedule 3.4. From and after
the Effective Time, any certificate previously representing ownership of SuckerPunch Common Stock shall be deemed at and after
the Effective Time to represent only the right to receive Parent Common Stock and the SuckerPunch Shareholder shall cease to have
any other rights with respect to the SuckerPunch Common Stock.


 


(b)          Stock
Transfer Books. From and after the Closing Date, the stock transfer books of SuckerPunch will be closed and there will be no
further registration of transfers of shares of SuckerPunch Common Stock thereafter on the records of SuckerPunch. If, after the
Effective Time, certificates formerly representing SuckerPunch Common Stock are presented to the Surviving Corporation, these certificates
shall be canceled and exchanged for the number of shares of Parent Common Stock to which the former holder of such shares may be
entitled pursuant to Section 3.1 hereof.


 


(c)          Satisfaction
of Rights of SuckerPunch Common Stock. The shares of Parent Common Stock issued upon the exchange of shares of SuckerPunch
Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining
to such shares of SuckerPunch Common Stock.


 


(d)          Shareholders
of Record. Schedule 3.4 sets forth (i) the name and address of the SuckerPunch Shareholder, (ii) the number of shares
of SuckerPunch Common Stock beneficially owned or held of record by such shareholder (including any shares issuable upon exercise
of any options, warrants or other rights held by such shareholder), and (iii) the percentage that such shares represent of the
total number of shares of SuckerPunch Common Stock outstanding.


 




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ARTICLE 4


ADJUSTMENTS TO MERGER CONSIDERATION


 


4.1         Adjustments to Merger Consideration.


 


(a)          At
Closing, the Parent shall issue a certificate for the number of shares of Parent Common Stock representing thirty percent (30%)
of the aggregate dollar amount of the Merger Consideration (the “Escrowed Shares”) in the name of the SuckerPunch
Shareholder and shall place such certificate into escrow with the Escrow Agent to be held pursuant to the terms of the Escrow Agreement.
In the event that Gross Profit attributable to the Business for the fiscal year 2017 (“2017 Gross Profit”) is
less than $265,000 (the “2017 Gross Profit Threshold”), the Escrowed Shares will be cancelled and any amounts
held as dividend payments on such shares will be delivered to the SuckerPunch Shareholder within five (5) Business Days. In the
event that 2017 Gross Profit is equal to or greater than the 2017 Gross Profit Threshold, the Escrowed Shares (and any amounts
held as dividend payments on such shares) will be delivered to the SuckerPunch Shareholder within five (5) Business Days following
the final determination of the 2017 Gross Profit. For purposes of determining the number of Escrowed Shares, each share of Parent
Company Stock shall be valued at the Share Price. The parties shall promptly execute joint written instructions and deliver same
to the Escrow Agent instructing it to deliver the Escrowed Shares in the manner described in this paragraph.


 


While the Escrowed
Shares are held in escrow pursuant to the Escrow Agreement, (i) any dividends paid on the Parent Company Stock shall be paid pro
rata on the Escrowed Shares and the amount of any such dividends shall be held by the Escrow Agent and disbursed in accordance
with the Escrow Agreement, and (ii) the SuckerPunch Shareholder shall possess all voting rights with respect to the Escrowed Shares.
The Escrowed Shares are intended to be afforded tax-deferred treatment under Section 368(a)(1)(A) of the Code in accordance with
Rev. Proc 84-42 and, therefore, shall be administered consistent and in accordance therewith.


 




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(b)          “Gross
Profit” shall be equal to the total revenue attributable to the Business minus the cost of revenue attributable
to the Business (including allocations of overhead) as determined in accordance with U.S. GAAP, consistently applied, it being
understood that all compensation paid to the SuckerPunch Shareholder and Hamper pursuant to the Executive Employment Agreements
attached hereto as Exhibits E-1 and E-2, respectively, will be deemed an expense of the Business and shall be included in cost
of revenue for purposes of making such determination. 2017 Gross Profit will be determined by Parent and confirmed by the Parent’s
independent auditors at least thirty (30) days prior to the date by which Parent’s Annual Report on Form 10-K for the fiscal
year ending December 31, 2017 must be filed with the Commission. Parent will deliver written notice of its determination of 2017
Gross Profit (which will describe the calculation thereof in reasonable detail) (the “Parent Gross Profit Notice”)
to the SuckerPunch Shareholder promptly after it is confirmed by its auditors. In the event that the SuckerPunch Shareholder wishes
to object to the Parent Gross Profit Notice, he must submit written notice of his objections (describing such objections in reasonable
detail) to Parent and Parent’s independent auditors within thirty (30) days after the SuckerPunch Shareholder’s receipt
of the Parent Gross Profit Notice; in the event that the SuckerPunch Shareholder does not object to such determination within such
thirty-day period, such determination shall be deemed final and conclusive. If the SuckerPunch Shareholder delivers a timely objection
to the Parent Gross Profit Notice, and the parties fail to reach agreement on the amount of 2017 Gross Profit within five (5) Business
Days thereafter, the parties shall jointly select an independent PCAOB accounting firm to make such determination within a period
not exceeding thirty (30) days, and such determination shall be final and binding on the parties. In the event that the amount
of 2017 Gross Profit as determined by the independent accounting firm exceeds the amount set forth in the Target Gross Profit Notice
by more than 5%, the fees and expenses of the independent accounting firm will be borne by Parent; where the difference is equal
to or less than 5%, the fees and expenses of the independent accounting firm will be borne by the SuckerPunch Shareholder.


 


(c)          To
the extent 2017 Gross Profit exceeds the 2017 Gross Profit Threshold, in addition to the delivery of the Escrowed Shares (and any
dividends declared thereon) to the SuckerPunch Shareholder, the Merger Consideration will be adjusted upward proportionately such
that each additional one dollar ($1) of Gross Profit in excess of the 2017 Gross Profit Threshold will increase the Merger Consideration
by seven dollars ($7) (such increase, the “Earn Out”). The Earn Out will be paid to the SuckerPunch Shareholder
in shares of Parent Common Stock valued at the trailing 20-day average closing price for the Parent Common Stock on the NASDAQ
as of the date on which Parent files its annual report on Form 10-K for the fiscal year ended December 31, 2017 with the Commission.


 


(d)          Within
15 calendar days following the last day of each of the first three calendar quarters occurring during fiscal year 2017, Parent
will provide a calculation of Gross Profit for such quarter, and will provide supporting documentation as reasonably requested
by the SuckerPunch Shareholder as promptly as reasonably practicable following any such request; provided, however, that the SuckerPunch
Shareholder acknowledges and agrees that such quarterly calculations of Gross Profit are preliminary estimates only and are subject
to certain year-end and other adjustments that will be made when 2017 Gross Profit is calculated. The SuckerPunch Shareholder and
his accountants and other representatives shall be permitted access on reasonable notice during regular business hours (including
for the purposes of copying) to review the books and records and work papers related to the determination of 2017 Gross Profit.


 


(e)          Cancellation
of any Parent Common Stock pursuant to Section 4.1(a) and any increases pursuant to Section 4.1(c) shall be deemed adjustments
to the Merger Consideration.


 




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(f)          The
Merger Consideration shall be increased by the Closing Cash Balance, if any. Any such increase shall be paid by Parent in immediately
available funds by wire transfer to an account designated by the SuckerPunch Shareholder within thirty (30) days after the Closing
Date.


 


(g)          The
Merger Consideration shall be increased by any accounts receivable of SuckerPunch existing as of the Closing Date that are collected
by SuckerPunch, Acquisition Co. or Parent following the Closing. The foregoing accounts receivable shall include, but not be limited
to, all amounts due from Alienware for services rendered or events held prior to the Closing. SuckerPunch shall remit, and Parent
shall cause SuckerPunch to remit, to the SuckerPunch Shareholder all collected accounts receivable within five (5) Business Days
after receipt of such funds.


 


ARTICLE 5


REPRESENTATIONS AND WARRANTIES OF SUCKERPUNCH
AND THE SUCKERPUNCH SHAREHOLDER


 


Each of SuckerPunch and the SuckerPunch
Shareholder represents and warrants to Parent, as of the date of this Agreement and as of the Closing Date, as follows:


 


5.1         Organization.
SuckerPunch is a corporation duly organized and validly existing in good standing under the laws of the Commonwealth of Virginia,
duly qualified to transact business as a foreign entity in such jurisdictions where the nature of the Business makes such qualification
necessary, except as to jurisdictions where the failure to qualify would not reasonably be expected to have a Material Adverse
Effect on the Business of SuckerPunch, and has all requisite corporate power and authority to own or lease the properties owned
or leased by it and to operate the Business as now being conducted.


 


5.2         Due
Authorization.


 


(a)          SuckerPunch
has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Other Agreements
to which it is a party, and the execution and delivery of this Agreement and such Other Agreements and the performance of all of
its obligations hereunder and thereunder has been duly and validly authorized and approved by all necessary corporate action of
SuckerPunch, including the unanimous approval of this Agreement and such Other Agreements by the Board of Directors of SuckerPunch.


 


(b)          The
execution, delivery and performance of this Agreement and the Other Agreements by SuckerPunch is not prohibited or limited by,
and will not result in the breach of or a default under, or conflict with any obligation of SuckerPunch under (i) any provision
of its certificate of incorporation, by-laws or other organizational documentation of SuckerPunch, (ii) any material agreement
or instrument to which SuckerPunch or the SuckerPunch Shareholder is a party or by which it or its properties are bound, (iii) any
authorization, judgment, order, award, writ, injunction or decree of any Governmental Authority, or (iv) any applicable Law,
and will not result in the creation or imposition of any Encumbrance on any of SuckerPunch’s assets. This Agreement has been,
and on the Closing Date the Other Agreements to which SuckerPunch is a party will have been, duly executed and delivered by SuckerPunch
and constitutes or, in the case of such Other Agreements, will constitute, the legal, valid and binding obligations of SuckerPunch,
enforceable against SuckerPunch in accordance with their respective terms, except as enforceability may be limited or affected
by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting
creditors’ rights generally.


 




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5.3         Equipment.
Set forth on Schedule 5.3 are all facilities, machinery, equipment, fixtures and other properties owned, leased or used
by SuckerPunch (the “Equipment”). Other than as set forth on Schedule 5.3, all Equipment is in good operating
condition, subject to ordinary wear and tear, and are adequate and sufficient for SuckerPunch’s existing Business.


 


5.4         Title
to Property and Encumbrances. Except as set forth on Schedule 5.4, SuckerPunch has good and valid title to all properties
and assets used in the conduct of the Business (except for property held under valid and subsisting leases which are in full force
and effect and which are not in default) free of all Encumbrances other than Permitted Encumbrances.


 


5.5         Intellectual
Property. Schedule 5.5 sets forth all of the material Intellectual Property Rights owned or used by SuckerPunch in connection
with the Business. Except as set forth on Schedule 5.5, the Intellectual Property Rights are owned free and clear of all
Encumbrances or have been duly licensed for use by SuckerPunch and all pertinent licenses and their respective material terms are
set forth on Schedule 5.5. Except as set forth on Schedule 5.5, the Intellectual Property Rights are not the subject
of any pending adverse claim or, to SuckerPunch’s knowledge, the subject of any threatened litigation or claim of infringement
or misappropriation. Except as set forth on Schedule 5.5, SuckerPunch has not violated the terms of any license pursuant
to which any part of the Intellectual Property Rights have been licensed by SuckerPunch. To SuckerPunch’s knowledge, except
as set forth on Schedule 5.5, the Intellectual Property Rights do not infringe on any intellectual property rights of any
third party. To SuckerPunch’s knowledge, the Intellectual Property Rights licensed constitute all of the intellectual property
rights necessary to conduct the Business as presently conducted. Except as set forth on Schedule 5.5, the Intellectual Property
Rights will continue to be available for use by Parent from and after the Effective Time at no additional cost to Parent.


 


5.6         Litigation.
Except as set forth on Schedule 5.6, there is no suit (at law or in equity), claim, action, judicial or administrative
proceeding, arbitration or governmental investigation now pending or, to the best knowledge of SuckerPunch, threatened, (i) arising
out of or relating to any aspect of the Business, (ii) concerning the transactions contemplated by this Agreement, or (iii) involving
SuckerPunch, its shareholders, or the officers, directors or employees of SuckerPunch in reference to actions taken by them in
the conduct of any aspect of the Business.


 




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5.7         Consents.
Except for the approval of the SuckerPunch Shareholder and the Board of Directors of SuckerPunch, which approvals will be obtained
prior to the Closing, no notice to, filing with, authorization of, exemption by, or consent of any Person is required for SuckerPunch
to consummate the transactions contemplated hereby.


 


5.8         Brokers,
Etc. No broker or other Person acting on behalf of SuckerPunch or under the authority of SuckerPunch is or will be entitled
to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from SuckerPunch or Parent
in connection with any of the transactions contemplated herein.


 


5.9         Absence
of Undisclosed Liabilities. To SuckerPunch’s knowledge, except as set forth on Schedule 5.9, SuckerPunch has not
incurred any material liabilities or obligations with respect to the Business (whether accrued, absolute, contingent or otherwise),
which continue to be outstanding, except as otherwise expressly disclosed in this Agreement or set forth on the Most Recent Financial
Statements.


 


5.10       Contracts.


 


(a)          Set
forth on Schedule 5.10 are each material contract, agreement, note, bond, mortgage, indenture, deed of trust, license, franchise,
permit, lease or other instrument to which it is a party or bound, including all Fighter Contracts (collectively, “Contracts”).
SuckerPunch is not in violation or breach of any Contract, and there does not exist any event or condition that, after notice or
lapse of time or both, would constitute an event of default or breach under any material Contract on the part of SuckerPunch or,
to the knowledge of SuckerPunch, any other party thereto or would permit the modification, cancellation or termination of any material
Contract or result in the creation of any lien upon, or any person acquiring any right to acquire, any assets of SuckerPunch. SuckerPunch
has not received any claim or assertion that SuckerPunch has breached any of the terms and conditions of any material Contract.


 


(b)          The
consent of, or the delivery of notice to or filing with, any party to a Contract is not required for the execution and delivery
by SuckerPunch of this Agreement or the consummation of the transactions contemplated under the Agreement. SuckerPunch has made
available to Parent and Acquisition Corp. true and complete copies of all Contracts to which it is a party or by which it or its
assets are bound.


 




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5.11       Tax
Returns and Audits. Except as set forth on Schedule 5.11, All required federal, state and local Tax Returns of SuckerPunch
have been accurately prepared and duly and timely filed, and all federal, state and local Taxes required to be paid with respect
to the periods covered by such returns have been paid. SuckerPunch is not and has not been delinquent in the payment of any Tax.
SuckerPunch has not had a Tax deficiency proposed or assessed against it and has not executed a waiver of any statute of limitations
on the assessment or collection of any Tax. None of SuckerPunch’s federal income Tax Returns nor any state or local income
or franchise Tax Returns has been audited by governmental authorities. The reserves for Taxes reflected on the balance sheets included
in the Most Recent Financial Statements and will be sufficient for the payment of all unpaid Taxes payable by SuckerPunch as of
the respective balance sheet dates. Since such balance sheet dates, SuckerPunch has made adequate provisions on its books of account
for all Taxes with respect to its business, properties and operations for such period. SuckerPunch has withheld or collected from
each payment made to each of its employees the amount of all Taxes (including, but not limited to, federal, state and local income
taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom,
and has paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign
audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns
of SuckerPunch now pending, and SuckerPunch has not received any notice of any proposed audits, investigations, claims or administrative
proceedings relating to Taxes or any Tax Returns. SuckerPunch is not obligated to make a payment, nor is it a party to any agreement
that under certain circumstances could obligate it to make a payment, that would not be deductible under Section 280G of the Code.
SuckerPunch has not agreed nor is required to make any adjustments under Section 481(a) of the Code (or any similar provision of
state, local and foreign law) by reason of a change in accounting method or otherwise for any Tax period for which the applicable
statute of limitations has not yet expired. SuckerPunch is not a party to, is not bound by and does not have any obligation under,
any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively,
“Tax Sharing Agreements”), nor does it have any potential liability or obligation to any Person as a result
of, or pursuant to, any Tax Sharing Agreement.


 


5.12       Capitalization.
The authorized capital stock of SuckerPunch consists of one thousand (1,000) shares of SuckerPunch Common Stock, of which on the
date hereof 100 shares are issued and outstanding. Other than as set forth on Schedule 5.12, no subscription, warrant, option,
convertible security or other right (contingent or otherwise) to purchase, acquire (including rights of first refusal, anti-dilution
or pre-emptive rights) or register under the Securities Act the SuckerPunch Common Stock or any other shares of capital stock of
SuckerPunch is authorized or outstanding. SuckerPunch does not have any obligation to issue any subscription, warrant, option,
convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidence of
indebtedness or assets of SuckerPunch. SuckerPunch does not have any obligation to purchase, redeem or otherwise acquire any shares
of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. There are
no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to SuckerPunch.


 


5.13       Compliance
with Laws. SuckerPunch is in compliance in all material respects with all laws applicable to the Business. SuckerPunch has
not received any unresolved written notice of or been charged with the violation of any laws applicable to the Business except
where such charge has been resolved. Except as set forth on Schedule 5.13, there are no pending or, to the knowledge
of SuckerPunch, threatened actions or proceedings by any Governmental Authority.


 




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5.14       Financial
Statements. SuckerPunch has provided Parent with copies of the
unaudited balance sheets of SuckerPunch at December 31, 2014 and December 31, 2015, respectively, and the related statements of
income and cash flows for the years then ended (collectively, the “Unaudited Financial Statements”), together
with the unaudited balance sheet of SuckerPunch at September 30, 2016 and the related statements of income and cash flows for the
nine months then ended (referred to as the “Most Recent Financial Statements”). The balance sheets included
in the Unaudited Financial Statements and Most Recent Financial Statements fairly present, as of their respective dates, the financial
condition and assets and liabilities of SuckerPunch and the statements of income and cash flows included in the Unaudited Financial
Statements and Most Recent Financial Statements fairly present, for the respective periods then ended, its results of operations
and operating profit or loss.


 


5.15       Absence
of Certain Changes. Except as contemplated by this Agreement, specifically referenced in the Most Recent Financial Statements
or set forth on Schedule 5.15, since December 31, 2015, (i) the Business has been conducted in all material respects in
the ordinary course of business, and (ii) neither SuckerPunch nor the SuckerPunch Shareholder has taken any of the following actions:


 


(a)          sold,
assigned or transferred any material portion of assets of SuckerPunch related to the Business other than (i) in the ordinary course
of business consistent with past practice or (ii) sales or other dispositions of obsolete or excess equipment or other assets not
used in the Business;


 


(b)          cancelled
any indebtedness other than in the ordinary course of business, or waived or provided a release of any rights of material value
to the Business;


 


(c)          except
as required by Law, granted any rights to severance benefits, “stay pay”, termination pay or transaction bonus to any
Business Employee or increased benefits payable or potentially payable to any such Business Employee under any previously existing
severance benefits, “stay-pay”, termination pay or transaction bonus arrangements (in each case, other than grants
or increases for which the Surviving Corporation will not be obligated following the Closing);


 


(d)          except
in the ordinary course of business, made any capital expenditures or commitments therefor with respect to the Business in an amount
in excess of $25,000 in the aggregate;


 


(e)          acquired
any entity or business (whether by the acquisition of stock, the acquisition of assets, merger or otherwise);


 


(f)          amended
the terms of any existing Employee Plan, except for amendments required by Law;


 




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(g)          changed
the Tax or accounting principles, methods or practices of the Business, except in each case to conform to changes required by Tax
Law, in U.S. GAAP or applicable local generally accepted accounting principles;


 


(h)          amended,
cancelled (or received notice of future cancellation of) or terminated any Contract or Fighter Contract which amendment, cancellation
or termination is not in the ordinary course of business;


 


(i)           materially
increased the salary or other compensation payable by SuckerPunch to any Business Employee, or declared or paid, or committed to
declare or pay, any bonus or other additional payment to and Business Employees, other than (A) payments for which the Surviving
Corporation shall not be liable after Closing, (B) reasonable compensation increases consistent with past practice and (C) bonus
awards or payments under existing bonus plans and arrangements awarded to Business Employees which have been awarded or paid in
the ordinary course of business;


 


(j)           failed
to make any material payments under any Contracts or Permits as and when due (except where contested in good faith or cured by
SuckerPunch) under the terms of such Contracts or Permits;


 


(k)          suffered
any material damage, destruction or loss relating to the Business not covered in full by insurance;


 


(l)           incurred
any material claims relating to the Business not covered in full by applicable policies of liability insurance within the maximum
insurable limits of such policies;


 


(m)         mortgaged,
pledged or otherwise placed an Encumbrance on any of SuckerPunch’s assets or properties;


 


(n)          transferred,
granted, licensed, assigned, terminated or otherwise disposed of, modified, changed or cancelled any material rights or obligations
with respect to any of the Transferred Intellectual Property; or


 


(o)          entered
into any agreement or commitment to take any of the actions set forth in paragraphs (a) through (n) of this Section 5.15.


 


5.16       Employee
Benefit Plans. Attached as Schedule 5.16 is a list of all qualified and non-qualified pension and welfare benefit plans
of SuckerPunch (each an “Employee Plan”). Each Employee Plan has been operated in accordance with its terms,
does not discriminate (as that term is defined in the Code) and will, along with all other bonus plans, incentive or compensation
arrangements provided by SuckerPunch to or for its employees, be terminated by SuckerPunch immediately prior to Closing. All payments
due from SuckerPunch pursuant thereto have been paid.


 




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5.17       Business
Employees. Attached as Schedule 5.17 is a list of all employees of SuckerPunch (collectively, the “Business
Employees”) and, for each Business Employee, his or her current salary or compensation, any commission arrangements,
any planned or scheduled salary or compensation increases, and the most recent salary raise with date and amount. Schedule 5.17
lists all individuals with whom SuckerPunch has entered into an employment, consulting, representative, labor, non-compete or similar
agreement. Except as set forth on Schedule 5.17, SuckerPunch has no severance or similar obligation with respect to any
Business Employee (or any former employee or consultant).


 


5.18       Labor
Relations. Except as set forth on Schedule 5.18, SuckerPunch has complied in all material respects with Laws relating
to the employment of labor, including those related to wages, hours and the payment of withholding and unemployment Taxes.


 


5.19       Sponsors.
Attached as Schedule 5.19 is a complete and accurate list of (i) the five (5) largest sponsors (by revenue) of SuckerPunch,
or of any fighter operating under a Fighter Contract, during the period beginning on January 1, 2015 and ending on September 30,
2016, showing the approximate total amount of sponsorship revenue from each such sponsor during such period. Except as set forth
on Schedule 5.19 and to SuckerPunch’s knowledge, as of the date of this Agreement, SuckerPunch maintains a good business
relationship with each sponsor named on Schedule 5.19.


 


5.20       Conflict
of Interest. Except as set forth on Schedule 5.20, neither SuckerPunch nor the SuckerPunch Shareholder has any direct
or indirect interest in (i) any entity which does business with SuckerPunch or is competitive with the Business, or (ii) any property,
asset or right which is used by SuckerPunch in the conduct of its Business.


 


5.21       Fighters
Under Contract. Schedule 5.21 sets forth each agreement to which SuckerPunch or the SuckerPunch Shareholder and any
professional mixed martial arts fighter are parties, and the economic terms of each such agreement (each a “Fighter Contract”).
Each Fighter Contract is in full force and effect and, to SuckerPunch’s knowledge, there are no outstanding material defaults
or violations under any Fighter Contract on the part of the SuckerPunch or, to the knowledge of the SuckerPunch, on the part of
any other party to such Fighter Contract. Except as set forth on Schedule 5.21, there are no current or pending negotiations
with respect to the renewal, repudiation or amendment of any Fighter Contract.


 


5.22       Insurance.
SuckerPunch maintains (i) adequate insurance on the Business covering property damage by fire or other casualty, (ii) adequate
insurance protection against all liabilities, claims, and risks, and (iii) worker’s compensation insurance as required by
applicable Law. SuckerPunch is not in default under any of policies or binders evidencing such coverage. Such policies and binders
are in full force and effect on the date hereof and shall be kept in full force and effect through the Effective Time.


 


5.23       [Reserved].


 




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5.24       Representations
and Warranties of Parent. Neither SuckerPunch nor the SuckerPunch Shareholder is aware of, or has discovered through due diligence,
any breach by Parent of its representations and warranties made in Article 6 of this Agreement, which has not been disclosed to
Parent.


 


5.25       SuckerPunch
Shareholder.


 


(a)          The
SuckerPunch Shareholder has never (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against
such shareholder, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or
a substantial portion of such shareholder’s assets, (iv) admitted in writing such shareholder’s inability to pay his
debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on his ability to comply
with or perform any of his covenants or obligations under this Agreement or any of the Other Agreements to which he is a party.


 


(b)          The
SuckerPunch Shareholder is not subject to any Order or is bound by any agreement that may have an adverse effect on his ability
to comply with or perform any of his covenants or obligations under this Agreement or any of the Other Agreements to which he is
a party. There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect
on the ability of the SuckerPunch Shareholder to comply with or perform any of his covenants or obligations under any of the Other
Agreements to which he is a party. No event has occurred, and no claim, dispute or other condition or circumstance exists, that
might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.


 


5.26       Investment
Purposes.


 


(a)          The
SuckerPunch Shareholder (i) understands that the shares of Parent Common Stock to be issued to such shareholder pursuant to this
Agreement have not been registered for sale under any federal or state securities Laws and that such shares are being offered and
sold to such shareholder pursuant to an exemption from registration provided under Section 4(2) of the Securities Act, (ii) agrees
that such shareholder is acquiring such shares for his own account for investment purposes only and without a view to any distribution
thereof other than as permitted by the Securities Act, (iii) understands that such shareholder must bear the economic risk of the
investment in such shares for an indefinite period of time and (iv) acknowledges that Parent is relying on the representations
and warranties set forth in this Section 5.26 for purposes of claiming such exemption from registration.


 


(b)          The
SuckerPunch Shareholder agrees (i) that such shareholder will not sell or otherwise transfer the shares of Parent Common Stock
to be issued to such shareholder pursuant to this Agreement unless (x) a registration statement covering such shares has become
effective under applicable state and federal securities laws, including, without limitation, the Securities Act, or (y) there is
presented to Parent an opinion of counsel satisfactory to Parent that such registration is not required, (ii) that Parent may instruct
any transfer agent for the Parent Common Stock not to allow the transfer of any such shares by such shareholder unless it receives
satisfactory evidence of compliance with the foregoing provisions, and (iii) that there will be endorsed upon any certificate evidencing
such shares an appropriate legend referring to the foregoing restrictions on transferability of such shares.


 




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5.27       No
Other Representations. Except for the representations and warranties contained in this Article 5 (including the related portions
of the Schedules) and any of the Other Agreements, none of SuckerPunch, the SuckerPunch Shareholder nor any other Person has made
or makes any other express or implied representation or warranty, either written or oral, on behalf of SuckerPunch or the SuckerPunch
Shareholder, including any representation or warranty as to the accuracy or completeness of any information regarding SuckerPunch
furnished or made available to Parent, Acquisition Co. and their respective representatives or as to the future revenue, profitability
or success of SuckerPunch, or any representation or warranty arising from statute or otherwise in law.


 


ARTICLE 6


REPRESENTATIONS AND WARRANTIES OF PARENT
AND ACQUISITION CO.


 


Each of Parent and Acquisition Co. jointly
and severally represents and warrants to SuckerPunch and to the SuckerPunch Shareholder, as of the date of this Agreement and as
of the Closing Date, as follows:


 


6.1         Organization.
Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own its property and to carry on its business as it is now being conducted. Acquisition
Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of Virginia and has all
requisite corporate power and authority to own its property and to carry on its business as it is now being conducted.


 


6.2         Due
Authorization. Parent and Acquisition Co. each has full corporate power and authority to execute, deliver and perform its obligations
under this Agreement and the Other Agreements. The execution and delivery of this Agreement and the Other Agreements to which Parent
or Acquisition Co. is a party and the performance of all of its obligations hereunder and thereunder have been duly and validly
authorized and approved by all necessary corporate action of the Parent and Acquisition Co., respectively. This Agreement has been,
and on the Closing Date the Other Agreements to which Parent or Acquisition Co. will have been, duly executed and delivered by
Parent or Acquisition Co., as the case may be, and constitutes, or, in the case of the Other Agreements will constitute, the legal,
valid and binding obligations of Parent and Acquisition Co., respectively, enforceable against Parent and Acquisition Co. in accordance
with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium,
reorganization or other laws of general application relating to or affecting creditors’ rights generally.


 




    	 	14	 



     


    

 


6.3         Consents.
Except as set forth on Schedule 6.3, no notice to, filing with, authorization of, exemption by, or consent of, any
Person is required for Parent or Acquisition Co. to consummate the transactions contemplated hereby.


 


6.4         No
Conflict or Violation. Neither the execution and delivery of this Agreement and the Other Agreements to which Parent or Acquisition
Co. is a party nor the consummation of the transactions contemplated hereby or thereby will result in (i) a violation of or a conflict
with any provision of the certificate of incorporation, by-laws or other organizational document of Parent or Acquisition Co.;
(ii) a breach of, or a default under, any term of provision of any contract, agreement, indebtedness, lease, commitment, license,
franchise, permit, authorization or concession to which Parent or Acquisition Co. is a party which breach or default would have
a material adverse effect on the business or financial condition of Parent or Acquisition Co. or its ability to consummate the
transactions contemplated hereby or thereby; or (iii) a violation by Parent or Acquisition Co. of any statute, rule, regulation,
ordinance, code, order, judgment, writ, injunction, decree or award, which violation would have a material adverse effect on the
business or financial condition of Parent or Acquisition Co. or its ability to consummate the transactions contemplated hereby
or thereby.


 


6.5         Brokers,
Etc. No broker or other Person acting on behalf of Parent or Acquisition Co. or under the authority of Parent or Acquisition
Co. is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly
from SuckerPunch or Parent in connection with any of the transactions contemplated herein, other than any fee that is the sole
responsibility of Parent.


 


6.6         Accuracy
of Statements. No representation or warranty by Parent or Acquisition Co. in this Agreement contains an untrue statement of
a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading. There is no fact known to Parent that materially adversely affects the business,
financial condition or affairs of the Parent or Acquisition Co. and that has not been disclosed in the SEC Reports.


 


6.7         Representations
and Warranties of SuckerPunch and the SuckerPunch Shareholders. Parent is not aware of, nor has discovered through due diligence,
any breaches by SuckerPunch or any SuckerPunch Shareholder of their respective representations and warranties made in Article 5
of this Agreement, which it has not disclosed to SuckerPunch and the Principal Shareholder.


 




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6.8         Capitalization.
The authorized capital stock of Parent consists of (i) 45,000,000 shares of Common Stock, of which 8,888,975 shares are issued
and outstanding, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share, of which no shares are issued and outstanding.
Other than 222,230 shares of Common Stock underlying warrants issued to the Parent’s underwriter in connection with its initial
public offering and shares issuable under its 2016 Equity Incentive Plan, no subscription, warrant, option, convertible security
or other right (contingent or otherwise) to purchase, acquire (including rights of first refusal, anti-dilution or pre-emptive
rights) or register under the Securities Act any shares of capital stock of Parent is authorized or outstanding. Parent does not
have any obligation to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute
to holders of any shares of its capital stock any evidence of indebtedness or assets of Parent. Parent does not have any obligation
to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make
any other distribution in respect thereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation
or similar rights with respect to Parent. The shares of Parent Common Stock to be issued to the SuckerPunch Shareholder as Merger
Consideration, including but not limited to the Escrowed Shares, will be duly authorized, validly issued, fully paid and non-assessable.


 


6.9         SEC
Reports; Financial Statements. Parent has filed all reports, schedules, forms, statements and other documents required to be
filed by Parent under the Exchange Act since September 30, 2016 (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act. The financial statements
of Parent included in the SEC Reports comply with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. GAAP,
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of Parent
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.


 


6.10       Independent
Investigation; Non-Reliance. Each of Parent and Acquisition Co. has conducted its own independent investigation, review and
analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of SuckerPunch, and acknowledges
that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents
and data of SuckerPunch for such purpose. Each of Parent and Acquisition Co. acknowledges and agrees that: (a) in making its decision
to enter into this Agreement and to consummate the transactions contemplated hereby, each of Parent and Acquisition Co. has relied
solely upon its own investigation and the express representations and warranties of SuckerPunch and the SuckerPunch Shareholder
set forth in Article 5 of this Agreement (including the related portions of the Schedules), and neither Parent nor Acquisition
Co. is relying (for purposes of entering into this Agreement or otherwise) upon the accuracy or completeness of any other information
or any advice, counsel, documents, or representations, warranties or inducements (whether written or oral) of SuckerPunch or the
SuckerPunch Shareholder, or any of their respective Affiliates, agents, advisors, or other representatives, other than the express
representations and warranties of SuckerPunch and the SuckerPunch Shareholder set forth in Article 5 hereof; and (b) none of SuckerPunch,
the SuckerPunch Shareholder or any other Person has made any representation or warranty as to SuckerPunch, the SuckerPunch Shareholder
or this Agreement, except as expressly set forth in Article 5 of this Agreement (including the related portions of the Schedules).


 




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ARTICLE 7


COVENANTS AND CONDUCT
OF SUCKERPUNCH


 


7.1         Each of SuckerPunch and the SuckerPunch
Shareholder agrees that, from the date of the execution of this Agreement through the Closing Date, SuckerPunch shall:


 


(a)          Compensation.
Except as set forth on Schedule 7.1, not increase or commit to increase, the amount of compensation payable, or to become
payable by SuckerPunch, or make, any bonus, profit-sharing or incentive payment to any of its officers, directors or relatives
of any of the foregoing;


 


(b)          Encumbrance
of Assets. Not cause any Encumbrance of any kind other than Permitted Encumbrances to be placed upon any of the assets of SuckerPunch;


 


(c)          Incur
Liabilities. Not take any action that would cause SuckerPunch to incur any obligation or liability (absolute or contingent)
except liabilities and obligations incurred in the ordinary course of business, consistent with past practice, and which are not
material to the Business taken as a whole;


 


(d)          Disposition
of Assets. Not sell or transfer any tangible or intangible assets of SuckerPunch or cancel any debts or claims;


 


(e)          Agreement
Modifications, Amendments. Not modify, amend, alter, or terminate (by written or oral agreement, or any manner of action or
inaction), any of the agreements to which SuckerPunch is a party or by which it is bound including, without limitation, any Fighter
Contract, agreements with customers, vendors, consultants or suppliers, or televisions or media partners, except as otherwise approved
by Parent in writing;


 


(f)          Material
Transactions. Not enter into any transaction that is material to the Business taken as a whole without the prior written consent
of Parent;


 


(g)          Purchase
or Sale Commitments. Not undertake any purchase or sale commitment that will result in purchases outside of customary requirements
consistent with past practice;


 


(h)          Preservation
of Business. Use its best efforts to preserve the Business, keep in employed the present executive officers and key employees
of SuckerPunch (other than increasing compensation to do so) and preserve the goodwill of its suppliers, customers and others having
business relations with SuckerPunch;


 




    	 	17	 



     


    

 


(i)           Investigation.
Allow, during normal business hours, Parent’s personnel, attorneys, accountants and other authorized representatives free
and full access to the plans, properties, books, records, documents and correspondence, and all of the work papers and other documents
relating to SuckerPunch in the possession of SuckerPunch, its officers, directors, employees, auditors or counsel, in order that
Parent may have full opportunity to make such investigation as it may desire of the properties and Business of SuckerPunch;


 


(j)           Compliance
with Laws. Comply in all material respects with all Laws applicable to SuckerPunch or to the conduct of its Business;


 


(k)          Notification
of Material Changes. Provide Parent with prompt written notice of any material and adverse change in the condition (financial
or other) of SuckerPunch’s assets, liabilities, earnings, prospects or business which has not been specifically disclosed
to Parent in this Agreement or in a schedule hereto;


 


(l)           Closing
Conditions; Cooperation. Use its best efforts to satisfy the conditions to Closing set forth in Section 8.2 hereof, and cooperate
fully, completely and promptly with Parent in connection with securing any approval, consent, authorization or clearance required
hereunder; and


 


7.2         Financial
Statements. The SuckerPunch Shareholder agrees that, following the Closing Date, the SuckerPunch Shareholder shall cause to
be prepared and shall provide to Parent, at the SuckerPunch Shareholder’s expense, all audited and reviewed financial statements
of SuckerPunch that are required by the Commission and Regulation S-X under the Securities Act for inclusion in Parent’s
Form 8-K relating to the Merger. The estimated cost of preparing such financial statements in the amount of $20,000 (the “Audit
Expense Estimate”) shall be deducted by Parent at the Closing from the cash portion of the Merger Consideration and shall
be used for the sole purpose of paying the actual cost of such preparation. In the event that the actual cost of such preparation,
based on a final invoice received from the auditing firm, is less than the Audit Expense Estimate, such difference shall be paid
to the SuckerPunch Shareholder within five (5) Business Days of receipt of such invoice. In the event that the actual cost of such
preparation exceeds the Audit Expense Estimate, Parent and Acquisition Co. shall bear the entire amount of such difference, it
being understood that the Audit Expense Estimate is the maximum liability that the SuckerPunch Shareholder shall have for such
audit.


 


7.3         Distributions
Prior to Closing. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement shall prohibit
SuckerPunch from paying distributions to the SuckerPunch Shareholder at any time prior to the Closing as long as such distributions
are paid from available cash, do not constitute borrowed or restricted funds, and are otherwise made in compliance with applicable
Law.


 




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ARTICLE 8


CONDITIONS TO CLOSING


 


8.1         Conditions
to Obligations of SuckerPunch and the SuckerPunch Shareholder. The respective obligations of SuckerPunch and the SuckerPunch
Shareholder to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing
of the following conditions (any one or more of which may be waived in writing by SuckerPunch and the SuckerPunch Shareholder):


 


(a)          Performance
of Agreements and Conditions. All agreements and covenants to be performed and satisfied by Parent and Acquisition Co. hereunder
on or prior to the Closing Date shall have been duly performed and satisfied by Parent and Acquisition Co. in all material respects.


 


(b)          Representations
and Warranties True. The representations and warranties of Parent and Acquisition Co. shall be true and correct in all material
respects as of the Closing Date, and there shall be delivered to SuckerPunch on the Closing Date a certificate executed by the
Chief Executive Officer of Parent to that effect.


 


(c)          No
Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the Merger contemplated hereby. No order, judgment or decree by any court or regulatory body shall have been entered
in any action or proceeding instituted by any party that enjoins, restricts, or prohibits this Agreement or the complete consummation
of the transactions as contemplated by this Agreement.


 


(d)          Other
Agreements. Parent and Acquisition Co. shall have executed and delivered each of the Other Agreements to which it is a party.


 


(e)          Required
Consents. Parent and Acquisition Co. shall have obtained all consents of or provided notification to any third parties required
by applicable law or under any agreement to which Parent or Acquisition Co. is a party as a result of the Merger.


 


8.2         Conditions
to Obligations of Parent. The respective obligations of Parent and Acquisition Co. to consummate the transactions contemplated
by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which
may be waived in writing by Parent):


 


(a)          Performance
of Agreements and Covenants. All agreements and covenants to be performed and satisfied by SuckerPunch and the SuckerPunch
Shareholder, respectively, hereunder on or prior to the Closing Date shall have been duly performed and satisfied by SuckerPunch
and such shareholder in all material respects.


 


(b)          Accuracy
of Representations and Warranties. The respective representations and warranties of SuckerPunch and the Principal Shareholder
contained in this Agreement shall be true and correct in all material respects, and there shall be delivered by SuckerPunch on
the Closing Date a certificate executed by the Chief Executive Officer of SuckerPunch to that effect.


 




    	 	19	 



     


    

 


(c)          No
Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the Merger or the other transactions contemplated hereby. No order, judgment or decree by any court or regulatory body
shall have been entered in any action or proceeding instituted by any party that enjoins, restricts, or prohibits this Agreement
or the complete consummation of the transactions as contemplated by this Agreement.


 


(d)          Articles
of Merger. The Articles of Merger shall have been filed with the SCC and the SCC shall have issued a Certificate of Merger.


 


(e)          Other
Agreements. Each of SuckerPunch, the SuckerPunch Shareholder and Hamper shall have duly executed and delivered to Parent a
copy of each of the Other Agreements to which it is a party.


 


(f)          SuckerPunch
Common Stock. The SuckerPunch Shareholder shall have tendered to Parent all of the shares of SuckerPunch Common Stock owned
beneficially or of record by such holder for exchange pursuant to the Merger in accordance with Section 3 hereof.


 


(g)          Due
Diligence. Parent shall have completed its due diligence inquiry of SuckerPunch and the Business and shall have been satisfied
with the results of such inquiry in all material respects.


 


(h)          
Non-Competition and Non-Solicitation Agreements. The SuckerPunch Shareholder and Hamper shall have entered into a Non-Competition
and Non-Solicitation Agreement with Parent in substantially the form attached hereto as Exhibit F.


 


(i)           Board
Approval; Required Consents. The Board of Directors of SuckerPunch shall have unanimously recommended approval of the Merger
to the SuckerPunch Shareholder and shall have obtained such approval. SuckerPunch shall have obtained all consents of or provided
notification to any third parties required by the terms of any Contract or applicable law for SuckerPunch to consummate the transactions
contemplated by this Agreement.


 


ARTICLE 9


POST-CLOSING COVENANTS, OTHER AGREEMENTS


 


9.1         Availability
of Records. Following the Closing Date, Parent shall make available to the SuckerPunch Shareholder as reasonably requested
by SuckerPunch Shareholder, his agents and representatives, or as requested by any Governmental Authority, all information, records
and documents relating to the Business for all periods prior to Closing.


 




    	 	20	 



     


    

 


9.2         Tax
Matters.


 


(a)          Pre-Closing
Tax Returns. The SuckerPunch Shareholder shall prepare (or cause to be prepared) and file (or caused to be filed) on a timely
basis all Tax returns of SuckerPunch that are due after the Closing Date for any period ending on or before the Closing Date, and
shall pay all Taxes shown to be due thereon. Such Tax returns shall be correct and complete in all material respects, and shall
be prepared on a basis consistent with the similar Tax returns for the preceding taxable periods. The SuckerPunch Shareholder shall
give a copy of each such Tax return to Parent at least twenty (20) days (or with respect to such Tax returns other than income
or franchise Tax returns, a reasonable period) prior to filing for its review and comment, and the SuckerPunch Shareholder shall
consider revisions to such Tax returns as are reasonably requested by Parent. Parent shall reasonably cooperate (and cause SuckerPunch
to reasonably cooperate) in connection with the preparation and filing of such Tax returns, to timely pay the Tax shown to be due
thereon and to furnish the SuckerPunch Shareholder proof of such payment.


 


(b)          Post-Closing
Tax Returns. Parent shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into
account valid extensions of time to file) all Tax returns of SuckerPunch for taxable periods ending after the Closing Date. Any
such Tax returns for a period that includes the Closing Date shall be true, correct and complete in all material respects, shall
be prepared on a basis consistent with the similar Tax returns for the immediately preceding taxable periods, and, unless otherwise
required by applicable Laws, shall not make, amend, revoke or terminate any Tax election or change any accounting practice or procedure
without the prior consent of the SuckerPunch Shareholder, which consent shall not unreasonably be withheld, delayed or conditioned.
Parent shall give to the SuckerPunch Shareholder a copy of each such Tax return that relates to a period that includes the Closing
Date at least twenty (20) days (or with respect to such Tax returns other than income or franchise Tax returns, a reasonable period)
prior to filing for review and comment by the SuckerPunch Shareholder, and Parent shall consider such revisions to such Tax returns
as are reasonably requested by the SuckerPunch Shareholder.


 


(c)          
Transfer Taxes. All liability for and payment of all sales, use, transfer, real property transfer, documentary, recording,
gains, stock transfer, and similar Taxes and fees, and any deficiency, interest, or penalty asserted with respect thereto, arising
out of or in connection with the transactions effected pursuant to this Agreement, shall be shared 50% by Parent and 50% by the
SuckerPunch Shareholder. Parent shall timely file or cause to be filed all necessary documentation and Tax returns with respect
to such transfer Taxes and shall promptly after filing furnish a copy thereof to the SuckerPunch Shareholder.


 




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(d)          Tax
Refunds. Except with respect to transfer Taxes, the SuckerPunch Shareholder will be entitled to any Tax refunds (whether in
the form of cash received or a credit or offset against Taxes otherwise payable), that are received by Parent or SuckerPunch for
any tax period ending after the Closing Date that relate to any Pre-Closing Period or the portion of any period through the Closing
Date.


 


ARTICLE 10


INDEMNIFICATION


 


10.1       Indemnification
by SuckerPunch Shareholder. The SuckerPunch Shareholder hereby agrees to indemnify, defend and hold Parent, Acquisition Co.
and each of their officers, directors employees and agents harmless from and against any Losses (defined below) resulting from
the breach of any representations, warranties, covenants or agreements made by SuckerPunch or the SuckerPunch Shareholder in this
Agreement or in any of the Other Agreements.


 


10.2       Indemnification
by Parent. Parent hereby agrees to indemnify, defend and hold the SuckerPunch Shareholder harmless from and against any Losses
resulting from any breach of any representations, warranties, covenants or agreements made by Parent or Acquisition Co. in this
Agreement or in any of the Other Agreements.


 


10.3       Indemnification
Procedure for Third-Party Claims.


 


(a)          In
the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying
Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect
of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”),
such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim
Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after
receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice
on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have
been actually prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person,
the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense
of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of
the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to
executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related
expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control
of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall
be limited to the amount or the monetary equivalent of the rejected settlement and related expenses.


 




    	 	22	 



     


    

 


(b)          The
Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related
to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a)
of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection
with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall
be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party
Claim, including refraining from taking any position adverse to the Indemnifying Person.


 


(c)          If
the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time
period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying
Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified
Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify
the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which
the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled
to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does
not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying
Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within
fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the
Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees
and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim;
and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s
ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.


 


10.4       Indemnification
Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification which is not a Third-Party Claim
subject to Section 10.3 (a “Claim”) shall deliver to the Indemnifying Party a written notice (a “Claim
Notice”) which contains (i) a description and, if then known, the amount (the “Claimed Amount”) of
any Losses incurred by the Indemnified Party or the method of computation of the amount of such claim of any Losses, (ii) a statement
that the Indemnified Party is entitled to indemnification under this Article 10 and a reasonable explanation of the basis therefor,
and (iii) a demand for payment in the amount of such Losses. Within thirty (30) days after delivery of a Claim Notice, the Indemnifying
Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall: (A) agree that the Indemnified
Party is entitled to receive all of the Claimed Amount, (B) agree in a “Counter Notice” that the Indemnified
Party is entitled to receive part, but not all, of the Claimed Amount, or (C) contest that the Indemnified Party is entitled to
receive any of the Claimed Amount including the reasons therefor. If the Indemnifying Party in the Counter Notice or otherwise
contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith
efforts to resolve such dispute. If such dispute is not resolved within sixty (60) days following the delivery by the Indemnifying
Party of such response, the Indemnifying Party and the Indemnified Party shall each have the right to submit such dispute to a
court of competent jurisdiction in accordance with the provisions of Section 12.17.


 




    	 	23	 



     


    

 


10.5       Losses.


 


(a)          For
purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments,
demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’
fees and expenses and court costs; provided, however, that Losses shall include punitive, indirect, consequential or similar damages
only for claims brought, and damages recovered, by third parties.


 


(b) Any liability
for indemnification under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such
liability constituting a breach of more than one representation, warranty, covenant or agreement.


 


(c)          The
Indemnified Person agrees to use all reasonable efforts to obtain recovery from any and all third parties who are obligated respecting
a Loss (e.g. parties to indemnification agreements, insurance companies, etc.) (“Collateral Sources”) respecting
any Claim pursuant to which the Indemnified Person is entitled to indemnification hereunder. If the amount to be netted hereunder
from any payment from a Collateral Source is determined after payment of any amount otherwise required to be paid to an Indemnified
Person under this Article 10, the Indemnified Person shall repay to the Indemnifying Person, promptly after such receipt from Collateral
Source, any amount that the Indemnifying Person would not have had to pay pursuant to this Article 10 had such receipt from the
Collateral Source occurred at the time of such payment.


 


(d)          Each
Indemnified Person shall (and shall cause its Affiliates to) use commercially reasonable efforts to mitigate any claim for Losses
that an Indemnified Person asserts under this Article 10.


 


(e)          The
amount of any and all Losses (and other indemnification payments) under this Agreement shall be decreased by (A) any Tax benefits
in excess of Tax detriments actually realized by the applicable Indemnified Person related to the Loss, including deductibility
of any such Losses (or other items giving rise to such indemnification payment), and (B) the amount of any insurance proceeds or
other amounts recoverable from Collateral Sources (netted against deductibles and other costs associated with making or pursuing
any such claims, as applicable), received or to be received by the applicable Indemnified Person with respect to such Losses under
any insurance policy maintained by the Indemnified Person or any other Person or from any other Collateral Source. The Indemnified
Person will assign to the Indemnifying Person any rights or contribution or subrogation the Indemnified Person may have against
or respecting any Collateral Source or other Persons related to such Loss which is indemnified by the Indemnifying Person hereunder.


 




    	 	24	 



     


    

 


10.6       Certain
Limitations. Notwithstanding anything to the contrary contained in this Agreement: (a) neither the SuckerPunch Shareholder
nor Parent shall be required to indemnify any party hereunder for their breach of any representation or warranty unless and until
the aggregate amount of Losses arising from such types of breach shall exceed $50,000.00; and (b) the SuckerPunch Shareholder shall
not be liable to provide indemnification hereunder in an aggregate amount in excess of twenty percent (20%) of the value of the
Merger Consideration received by the SuckerPunch Shareholder.


 


10.7       Survival
of Representations and Warranties. Except with respect to (a) the covenants of the parties hereto which are intended to survive
the Closing, (b) SuckerPunch’s and the SuckerPunch Shareholder’s representations provided for in Sections 5.1, 5.2,
5.7, 5.8, 5.11, 5.12, 5.14, 5.25 and 5.26,, which survive indefinitely, and (c) Parent and Acquisition Co.’s representations
provided for in Section 6.2, 6.5, 6.8 and 6.9 which survive indefinitely, the representations and warranties of each of the parties
hereto shall survive the Closing for a period of eighteen (18) months.


 


10.8       Exclusive
Remedies. Each of Parent, SuckerPunch and the SuckerPunch Shareholder acknowledges and agrees that, from and after the Closing,
its sole and exclusive remedy with respect to any and all Losses based upon, arising out of or otherwise in respect of the matters
set forth in this Agreement shall be pursuant to the indemnification set forth in this Article 10, and such party shall have no
other remedy or recourse with respect to any of the foregoing other than pursuant to, and subject to the terms and conditions of,
this Article 10; provided, that the foregoing limitation shall not apply to claims seeking specific performance or other available
equitable relief.


 


ARTICLE 11


TERMINATION AND SURVIVAL


 


11.1       Termination
of Agreement. This Agreement may be terminated at any time prior to the Closing as follows:


 


(a)          upon
the mutual written consent of Parent and SuckerPunch;


 


(b)          by
SuckerPunch, if all of the conditions to Closing in Section 8.1 have not been satisfied (or waived in the sole discretion of SuckerPunch)
on or before January 31, 2017, upon written notice to Parent; or


 


(c)          by
Parent, if all of the conditions to Closing in Section 8.2 have not been satisfied (or waived in the sole discretion of Parent)
on or before January 31, 2017, upon written notice to SuckerPunch.


 




    	 	25	 



     


    

 


 


11.2         Effect
of Termination.


 


(a)          In
the event that this Agreement is validly terminated prior to the Closing as provided herein, then each of the parties shall be
relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall
be without liability to Parent or SuckerPunch; provided, however, that the obligations of the parties set forth in
Articles 10, 11 and 12 hereof shall survive any such termination and shall be enforceable hereunder.


 


(b)          Nothing
in this Section 11.2 shall relieve Parent, SuckerPunch or the SuckerPunch Shareholder of any liability for a material
breach of this Agreement prior to the effective date of termination hereunder, and the damages recoverable by the non-breaching
party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated
hereby.


 


ARTICLE 12


MISCELLANEOUS


 


12.1       Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns;
provided, however, that no assignment shall be made by either party without the prior express written consent of
the other party.


 


12.2       Confidentiality.
All information gained by any party concerning the other as a result of the transactions contemplated hereby (“Confidential
Information”), including the execution and consummation of the transactions contemplated hereby and the terms thereof
and information obtained by Parent and its representatives in conducting due diligence respecting SuckerPunch and the Business,
will be kept in strict confidence. All Confidential Information will be used only for the purpose of consummating the transactions
contemplated hereby. Following the Closing, all Confidential Information relating to the Business disclosed by SuckerPunch to Parent
shall become the Confidential Information of Parent. No party hereto shall, without having previously informed the other parties
hereto about the form, content and timing of any such announcement, make any public disclosure with respect to the Confidential
Information or transactions contemplated hereby, except:


 


(a)          As
may be required by the Securities Act or the Exchange Act; or


 


(b)          As
may be otherwise required by applicable Law provided that, in any such event, the party required to make the disclosure will
(I) provide the other party with prompt written notice of any such requirement so that such other party may seek a protective
order or other appropriate remedy, (II) consult with and exercise in good faith all reasonable efforts to mutually agree with
the other party regarding the nature, extent and form of such disclosure, (III) limit disclosure of Confidential Information
to what is legally required to be disclosed, and (IV) exercise its best efforts to preserve the confidentiality of any such
Confidential Information; or


 




    	 	26	 



     


    

 


(c)          Parent
may disclose the terms of this Agreement and the transactions contemplated hereby to an actual or prospective underwriter, lender,
investor, partner or agent, subject to a non-disclosure agreement pursuant to which such lender, investor, partner or agent agrees
to be bound by the terms of this Section 12.2; or


 


(d)          Disclosure
to a party’s representatives and advisors in connection with advising such party and preparing its Tax Returns.


 


12.3       Expenses.
Except as otherwise specifically stated herein, each party shall bear its own expenses with respect to the transactions contemplated
by this Agreement.


 


12.4       Severability.
Each of the provisions contained in this Agreement shall be severable, and the unenforceability of one shall not affect the enforceability
of any others or of the remainder of this Agreement.


 


12.5       Amendment;
Entire Agreement. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing
signed by all of the parties hereto. This Agreement and the Other Agreements contain the entire agreement of the parties hereto
with respect to the transactions covered hereby, superseding all negotiations, prior discussions and preliminary agreements made
prior to the date hereof. Neither party is relying on any statements of the other party not expressed herein.


 


12.6       No
Third Party Beneficiaries. Except as required by Section 10 hereof, this Agreement is for the sole benefit of the parties hereto
and their permitted assigns and nothing herein, express or implied, shall give or be construed to give to any Person, other than
the parties hereto and such permitted assigns, any legal or equitable rights hereunder.


 


12.7       Waiver.
The failure of any party to enforce any condition or part of this Agreement at any time shall not be construed as a waiver of that
condition or part, nor shall it forfeit any rights to future enforcement thereof. Any waiver hereunder shall be effective only
if delivered to the other parties hereto in writing by the party making such waiver.


 


12.8       Governing
Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware without
regard to the conflicts of laws provisions thereof.


 


12.9       Headings.
The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute
a part hereof.


 




    	 	27	 



     


    

 


12.10     Counterparts.
The parties may execute this Agreement in one or more counterparts, and each fully executed counterpart shall be deemed an original.


 


12.11     Further
Documents. Each of Parent, SuckerPunch and the SuckerPunch Shareholder shall, and shall cause their respective Affiliates to,
at the request of another party, execute and deliver to such other party all such further instruments, assignments, assurances
and other documents as such other party may reasonably request in connection with the carrying out of this Agreement and the transactions
contemplated hereby.


 


12.12     Notices.
All communications, notices and consents provided for herein shall be in writing and be given in person or by means of facsimile
(with request for assurance of receipt in a manner typical with respect to communications of that type and confirmation by mail),
by overnight courier or by registered or certified mail, and shall be deemed delivered (a) upon receipt by the intended recipient
if given in person; (b) on the date of transmission if sent by facsimile; (c) one (1) Business Day after timely delivery to
an overnight courier; or (d) upon receipt if mailed by prepaid first-class registered or certified mail; provided, however,
that any such communication, notice or consent that is delivered on a day that is not a Business Day shall be deemed delivered
on the immediately succeeding Business Day.


 


Notices shall be addressed as follows:


 


If to Parent or Acquisition Co., to:


 


Alliance MMA, Inc.


590 Madison Avenue, 21st Floor


New York, New York 10022


Attention: Paul K. Danner, III


Phone: (212) 739-7825

Fax: (212) 658-9291


Phone: (212) 521-4268


Fax: (212) 521-4099


Email: pdanner@alliancemma.com


 


with copies to:


 


Mazzeo Song P.C.


444 Madison Avenue, 4th Floor


New York, NY 10022


Attention: Robert L. Mazzeo, Esq.


Phone: (212) 599-0310


Fax: (212) 599-8400


Email: rmazzeo@mazzeosong.com


 




    	 	28	 



     


    

 


If to SuckerPunch or the SuckerPunch Shareholder, to:


 


Roundtable Creative Inc.


3801 Barrington Branch Court


Richmond, Virginia 23233


Attention: Brian Butler-Au


Phone: (804) 833-6560


Email: bbutler@suckerpunchent.com


 


with copies to:


 


Hirschler Fleischer


2100 East Cary Street | Richmond, VA 23223-7078


P.O. Box 500 | Richmond, VA 23218-0500


Attention: Andrew M. Lohmann, Esq.


Phone: (804) 771-9572


Fax: (804) 644-0957


Email: alohmann@hf-law.com


 


12.13     Schedules.
Parent, SuckerPunch and the SuckerPunch Shareholder agree that any disclosure in any schedule attached hereto shall (a) constitute
a disclosure only under such specific schedule and shall not constitute a disclosure under any other schedule referred to herein
unless a specific cross-reference to another schedule is provided or such disclosure is otherwise clear from the context of the
disclosure in such schedule and (b) not establish any threshold of materiality.


 


12.14     Construction.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of
this Agreement, it being understood that each of Parent, SuckerPunch and the SuckerPunch Shareholder actively participated in the
drafting hereof. Words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed
to include the other gender as the context requires.


 


12.15     Submission
to Jurisdiction. Each of Parent, SuckerPunch and the SuckerPunch Shareholder (a) submits to the exclusive jurisdiction of the
Court of Chancery of the State of Delaware (or any other federal or state court in the State of Delaware if it is determined that
the Court of Chancery does not have jurisdiction over such action) in any action or proceeding arising out of or relating to this
Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined only in any such court,
and (c) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party
waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety
or other security that might be required of the other party with respect thereto. Either party may make service on the other party
by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving
of notices in Section 12.12. Nothing in this Section 12.15, however, shall affect the right of any party to serve legal process
in any other manner permitted by law.


 




    	 	29	 



     


    

 


12.16     Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE OTHER AGREEMENTS OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.


 


12.17     Conflicts and Privilege. The
Parties acknowledge that SuckerPunch has retained Hirschler Fleischer (“Hirschler Fleischer”) to act as counsel
for SuckerPunch in connection with the transactions contemplated hereby. Parent and Acquisition Co. each hereby agree that, in
the event that a dispute arises after the Closing between Parent (or SuckerPunch) and the SuckerPunch Shareholder, Hirschler Fleischer
may represent the SuckerPunch Shareholder in such dispute even though the interests of the SuckerPunch Shareholder may be directly
adverse to Parent or SuckerPunch, and even though Hirschler Fleischer may have represented SuckerPunch in a matter substantially
related to such dispute or may be handling ongoing matters for Parent or SuckerPunch. Parent and Acquisition Co. each further agrees
that, as to all communications among Hirschler Fleischer and (prior to the Closing) SuckerPunch or (at any time before or after
the Closing) the SuckerPunch Shareholder that relate in any way to the transactions contemplated by this Agreement, the attorney-client
privilege and the exception of client confidence belongs solely to the SuckerPunch Shareholder and may be controlled only by the
SuckerPunch Shareholder and shall not pass to or be claimed by Parent or SuckerPunch, because the interests of Parent and its Affiliates
were directly adverse to SuckerPunch or the SuckerPunch Shareholder at the time such communications were made. This right to the
attorney-client privilege shall exist even if such communications may exist on SuckerPunch’s computer system or in documents
in SuckerPunch’s possession. Notwithstanding the foregoing, in the event that a dispute arises between Parent, SuckerPunch,
and a Person other than a Party to this Agreement after the Closing, Parent and SuckerPunch may assert the attorney-client privilege
to prevent disclosure to such third-party of confidential communications made prior to the Closing by Hirschler Fleischer to SuckerPunch;
provided, however, that SuckerPunch may not waive such privilege without the prior written consent of the SuckerPunch
Shareholder.


 


[Signature Page Follows]


 




    	 	30	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have signed this this Merger Agreement or caused it to be executed by their respective duly authorized officers
as of the date first above written.


 


	ROUNDTABLE CREATIVE INC.	 
	d/b/a SUCKERPUNCH ENTERTAINMENT	 
	 	 	 
	By:	/s/ Brian Butler-Au 	 
	 	Brian Butler-Au	 
	 	President	 
	 	 
	SUCKERPUNCH SHAREHOLDER:	 
	 	 
	/s/ Brian Butler-Au	 
	 Brian Butler-Au	 
	 	 
	ALLIANCE MMA, INC. 	 
	 	 	 
	By:	/s/ Paul K. Danner, III	 
	 	Paul K. Danner, III	 
	 	Chairman and CEO	 
	 	 
	SUCKERPUNCH HOLDINGS, INC.	 
	 	 	 
	By: 	/s/ Paul K. Danner, III	 
	 	Paul K. Danner, III	 
	 	Chairman and CEO	 


 




    	 	31	 



     


    

 


EXHIBIT A


DEFINITIONS


 


“Action” means any claim,
action, suit, arbitration, inquiry, proceeding or investigation that is pending by or before any Governmental Authority.


 


“Acquisition Co.” means
SuckerPunch Holdings, Inc., a Virginia corporation.


 


“Affiliate” shall mean
a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified. For purposes of this definition, the terms “control,” “controlled by” and “under
common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether by contract or, in the case of an entity, the ownership, direct or indirect,
of at least a majority of the voting equity securities or interests of such entity.


 


“Agreement” means this
Merger Agreement, including all schedules hereto, as it may be amended from time to time in accordance with its terms.


 


“Bankruptcy Event” means
an occurrence upon which a party becomes insolvent; seeks relief as a debtor under any applicable bankruptcy law or other law relating
to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors or consents to
or acquiesces in such relief; makes an assignment for the benefit of, or enters into a composition with, its creditors; appoints
or consents to the appointment or receiver or other custodian for all or a substantial part of its assets or property; fails to
dismiss a petition seeking to have it declared or adjudicated bankrupt or insolvent under any applicable bankruptcy or similar
law within sixty (60) days after filing; has an order or judgment entered against it by a court of competent jurisdiction for relief
against it in any case commenced under any bankruptcy or similar law or finding it to be bankrupt or insolvent or ordering or approving
its liquidation, reorganization or any modification of the rights of its creditors or appointing a receiver, guardian or other
custodian for all or a substantial part of its assets or property; or admits its inability to pay its debts when due.


 


“Business” has the meaning
set forth in the Recitals.


 


“Business Day” means
any day of the year other than a Saturday, Sunday or other day on which commercial banks in the City of New York are required or
authorized to close.


 


“Business Employees”
has the meaning set forth in Section 5.17.


 


“Claim” has the meaning
set forth in Section 10.4.


 


“Claim Notice” has the
meaning set forth in Section 10.4.


 




     


     


    

 


“Claimed Amount” has
the meaning set forth in Section 10.4.


 


“Closing” has the meaning
set forth in Section 2.2.


 


“Closing Date” means
the date set forth in Section 2.2.


 


“Closing Cash Balance”
means (A) the amount of cash and bank deposits held in bank accounts in SuckerPunch’s name as reflected in SuckerPunch’s
bank statements and certificates of deposit and other cash equivalents of SuckerPunch, calculated net of issued but uncleared checks
and drafts of SuckerPunch, in each case immediately prior to the Closing minus (B) any amounts paid or withdrawn from or out
of such accounts or cash equivalents at or following the Closing without either the prior written approval of Parent or the written
endorsement, countersignature or order of an individual authorized by Parent in writing to do so.


 


“Code” has the meaning
set forth in the Recitals.


 


“Collateral Sources”
has the meaning set forth in Section 10.5(c).


 


“Commission” means the
U.S. Securities and Exchange Commission.


 


“Confidential Information”
has the meaning set forth in Section 12.2.


 


“Contracts” has the
meaning set forth in Section 5.10.


 


“Effective Time” has
the meaning set forth in Section 2.1.


 


“Employee Plan” has
the meaning set forth in Section 5.16.


 


“Encumbrance” shall
mean any interest, consensual or otherwise, in property, whether real, personal or mixed property or assets, tangible or intangible,
securing an obligation owed to, or a claim by a third Person, or otherwise evidencing an interest of a Person other than the owner
of the property, whether such interest is based on common law, statute or contract, and including, but not limited to, any security
interest, security title or lien arising from a mortgage, recordation of abstract of judgment, deed of trust, deed to secure debt,
encumbrance, restriction, charge, covenant, claim, exception, encroachment, easement, right of way, license, permit, pledge, conditional
sale, option trust (constructive or otherwise) or trust receipt or a lease, consignment or bailment for security purposes and other
title exceptions and encumbrances affecting the property.


 


“Equipment” has the
meaning set forth in Section 5.3.


 


“Escrow Agent” means
Mazzeo Song, P.C.


 


“Escrow Agreement” means
the Escrow Agreement in substantially the form attached hereto as Exhibit G.


 




    	 	2	 



     


    

 


“Escrowed Shares” has
the meaning set forth in Section 4.1(a).


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Executive Employment Agreement”
means each of the Executive Employment Agreements entered into by and between Parent and each of the SuckerPunch Shareholder and
Hamper in substantially the form attached hereto as Exhibits E-1 and E-2, respectively.


 


“Fighter Contract” has
the meaning set forth in Section 5.21.


 


“Governmental Authority”
means any government or governmental or regulatory, judicial or administrative, body thereof, or political subdivision thereof,
whether foreign, federal, state, national, supranational or local, or any agency, instrumentality or authority thereof, or any
court or arbitrator (public or private).


 


“Gross Profit” has the
meaning set forth in Section 4.1(b).


 


“Hamper” means Mr. Bryan
Hamper, an individual and resident of the State of Maryland.


 


“Indemnified Person”
has the meaning set forth in Section 10.3(a).


 


“Indemnifying Person”
has the meaning set forth in Section 10.3(a).


 


“Intellectual Property Rights”
means all intellectual property and other proprietary rights, protected or protectable, under the laws of the United States or
any political subdivision, used by SuckerPunch in the Business including, without limitation, (i) trademarks, service marks, trade
names, trade dress, logos, brand names and other identifiers together with all goodwill associated therewith; (ii) copyrights (including
but not limited to all copyrights in SuckerPunch’s MMA event video library and fighter photographs and other copyrighted
works); (iii) all computer software, trade secrets and market and other data, inventions, discoveries, devices, processes,
designs, techniques, ideas, know-how and other proprietary information, whether or not reduced to practice, and rights to limit
the use or disclosure of any of the foregoing by any Person; (iv) all domestic and foreign patents and the registrations,
applications, renewals, extensions, divisional applications and continuations (in whole or in part) thereof; and (v) and all
rights and causes of action for infringement, misappropriation, misuse, dilution or unfair trade practices associated with (i) through
(iv) above.


 


“Law” means any federal,
state, local or foreign law, statute, code, ordinance, rule or regulation (including rules of any self-regulatory organization).


 


“Losses” has the meaning
set forth in Section 10.5(a).


 




    	 	3	 



     


    

 


“Material Adverse Effect”
means any change, effect or circumstance that is materially adverse or is reasonably likely to be materially adverse to the assets,
liabilities, condition (financial or otherwise) or operations of SuckerPunch or the Business.


 


“Merger” has the meaning
set forth in the Recitals.


 


“Merger Consideration”
has the meaning set forth in in Section 3.1.


 


“Most Recent Financial Statements”
has the meaning set forth in Section 5.14.


 


“Non-Competition and Non-Solicitation
Agreement” means each of the Non-Competition and Non-Solicitation Agreements entered into by and between Parent and each
of the SuckerPunch Shareholder and Hamper in substantially the form attached hereto as Exhibit E.


 


“Order” shall mean any:
(a) order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, subpoena,
writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any court or other Governmental
Authority; or (b) agreement with any Governmental Authority entered into in connection with any Proceeding.


 


“Other Agreements” means,
collectively, the Escrow Agreement, the Non-Competition and Non-Solicitation Agreements and the Executive Employment Agreements.


 


"Principal Market” means
the Nasdaq Capital Market or such other exchange or market on which the Parent Common Stock then principally trades.


 


“Parent” means Alliance
MMA, Inc., a Delaware corporation.


 


“Parent Common Stock”
means the common stock of Parent, $0.001 par value per share.


 


“Parent Stockholder”
means, at any time, each holder of Parent Common Stock issued and outstanding at such time.


 


“Permits” means all
material permits, licenses, franchises and other authorizations of any Governmental Authority possessed by or granted to SuckerPunch
in connection with the Business.


 


“Permitted Encumbrances”
shall mean (a) Encumbrances for taxes and assessments or governmental charges or levies not at the time due or in respect of which
the validity thereof shall currently be contested in good faith by appropriate proceedings; and (b) Encumbrances in respect of
pledges or deposits under workmen’s compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’,
laborers’ and materialmens’ and similar liens, if the obligations secured by such liens are not then delinquent or
are being contested in good faith by appropriate proceedings.


 




    	 	4	 



     


    

 


“Person” means any individual,
corporation, partnership, limited partnership, joint venture, limited liability company, trust or unincorporated organization,
governmental entity, government or any agency or political subdivision thereof.


 


“Proceeding” shall mean
any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate
proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation commenced,
brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.


 


“SCC” means the Virginia
State Corporation Commission.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Share Price” means
the trailing 20-day average closing price for the Parent Common Stock on the Principal Market as of the day prior to the Closing
Date.


 


“SuckerPunch” means
Roundtable Creative Inc., a Virginia corporation d/b/a SuckerPunch Entertainment.


 


“SuckerPunch Shareholder”
has the meaning set forth in the preamble of this Agreement.


.


“SuckerPunch Common Stock”
means the common stock of SuckerPunch, no par value per share.


 


“Surviving Corporation”
has the meaning set forth in Section 2.1


 


“Taxes” shall mean all
taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds,
ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, goods and
services, license, payroll, unemployment, environmental, customs duties, capital stock, disability, stamp, leasing, lease, user,
transfer, fuel, excess profits, occupational and interest equalization, windfall profits, severance and employees’ income
withholding, social security and similar employment taxes or any other taxes imposed by the United States or any other foreign
country or by any state, municipality, subdivision or instrumentality of the Unites States or of any other foreign country or by
any other tax authority, including all applicable penalties and interest, and such term shall include any interest, penalties or
additions to tax attributable to such taxes.


 


“Tax Return” shall include
all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns (including
Form 1099 and corporation returns filed on Form 1120S)) required to be supplied to a Tax authority relating to Taxes.


 


“Third-Party Claim”
has the meaning set forth in Section 10.3(a).


 




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“Third-Party Claim Notice”
has the meaning set forth in Section 10.3(a).


 


“Unaudited Financial Statements”
has the meaning set forth in Section 5.14.


 


“U.S. GAAP” means U.S.
generally accepted accounting principles.


 


“VSCA” has the meaning
set forth in Section 2.1.


 




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