Exhibit
10.2


 


PLEDGE
OF SHARES AGREEMENT


 


(1)
ESPORTS ENTERTAINMENT GROUP, INC.


 


(2)
GAMEDAY GROUP PLC


 


and


 


(3)
PROZONE LIMITED


 




    	 



    	 



    

 


THIS
PLEDGE OF SHARES AGREEMENT (this “Agreement”) is made on July ___, 2021 BETWEEN


 


	(1)	ESPORTS
    ENTERTAINMENT GROUP, INC. (reg. no. E0473092008-2), a limited liability company incorporated in Nevada, USA having its registered
    address at 112 North Curry Street, Carson City, Nevada 89703-4934, USA (the “Pledgor”);
	 	 
	(2)	GAMEDAY
    GROUP PLC (C 77333), a limited liability company incorporated in Malta, having its registered address at Level 1, Burlington
    Business Centre, Dragonara Road, St Julian’s, Malta (the “Pledgee”); and
	 	 
	(3)	PROZONE
    LIMITED (C 97366), a limited liability company incorporated in Malta, having its registered address at Burlington Complex, Level
    1, Dragonara Road, Paceville, St. Julians STJ 3141, Malta (the “Company”);


 


(The
Pledgor and the Pledgee shall hereinafter together be referred to as the “Parties” and each a “Party”).


 


WHEREAS:


 


	(A)	The
    Company has an issued share capital of EUR 25,101,200 divided into 25,101,200 ordinary shares having a nominal value of EUR1 each,
    fully paid-up, and all of these shares are held by the Pledgor; which shares, together with all the rights arising therefrom or in
    connection therewith, whether involving the receipt of money or otherwise, are hereinafter referred to as the “Pledged Shares”;
	 	 
	(B)	The
    Pledgor and the Pledgee have entered into a share sale and purchase agreement dated 24 May 2021 as amended and supplemented by an
    amendment agreement dated 13 June 2021 (together, the “SPA”);
	 	 
	(C)	The
    Pledgor, in order to secure the Secured Obligations (as defined herein) has agreed to enter into this Agreement with the Pledgee
    whereby the Pledged Shares are pledged in favour of the Pledgee under the terms and conditions hereof and to procure the delivery
    of the share certificates and other documents (evidencing title) in respect of the Pledged Shares to the Pledgee in accordance with
    the terms of this Agreement; and
	 	 
	(D)	The
    Parties are, therefore, entering into this Agreement so as to establish and regulate in detail the terms and conditions under which
    the Pledge of the Pledged Shares shall take place and under which the release and termination of such Pledge shall be effected.


 


IT
IS AGREED as follows:


 


	1.
    	INTERPRETATION
	 	 
	1.1	Definitions


 


	 	(i)	“Business
    Day” means a day (other than Saturday or Sunday) on which banks are open for general business in Malta;
	 	 	 
	 	(ii)	“Civil
    Code” means the Civil Code (Chapter 16 of the Laws of Malta);
	 	 	 
	 	(iii)	“Companies
    Act” means the Companies Act (Chapter 386 of the Laws of Malta);
	 	 	 
	 	(iv)	“Pledge”
    means the pledge as created under this Agreement; and


 




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	 	(v)	“Secured
    Obligations” means the Pledgor’s obligation under the SPA to pay to the Pledgee the amount of EUR 4,000,000, in immediately
    available funds to the Seller’s Account and to be received by the Seller by no later than 1 October 2021, and all and any fees
    and/or expenses which the Pledgee may hereafter incur in the protection or enforcement of its respective rights under the SPA.


 


	1.2	Construction


 


	 	(a)	Capitalised
    terms defined in the Subscription Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.
	 	(b)	In
    this Agreement, unless the contrary intention appears, a reference to:



 


(i)
        a Clause is a reference to a clause of this Agreement; and


 


(ii)
       a “Party” or any other person includes, as applicable, its or his
successors in title, permitted assigns and permitted transferees.


 


	 	(c)	Headings
    are for ease of reference only.
	 	 	 
	 	(d)	The
    singular form includes the plural and vice versa; the masculine form includes the feminine.
	 	 	 
	 	(e)	Where
    there are two or more persons (whether physical, corporate or unincorporate) comprised in the expression the “Pledgor/s”
    the obligations of the Pledgor under this Agreement shall be the obligations of such persons jointly and severally.


 


	2.
    	PLEDGE


 


2.1
       The Pledgor hereby undertakes to the Pledgee the due and punctual payment of all the
Secured Obligations.


 


2.2
       The Pledgor hereby pledges to the Pledgee who accepts the Pledged Shares set out against
his name above as security for the due and punctual payment and performance of the Secured Obligations. In constitution of the
Pledge, the Pledgor is contemporaneously delivering the share certificates relating to the Pledged Shares and the relevant executed
Annexes, to the Pledgee who accepts to hold the said shares, certificates and Annexes under the terms hereof. The parties are
entering into this Agreement to regulate the said Pledge.


 


2.3
       It is expressly agreed that the Pledge is being granted by the Pledgor to the Pledgee as
security for the Secured Obligations.


 


2.4
       This Pledge confers upon the Pledgee the right to obtain payment out of the Pledged Shares
(whether through sale or disposal thereof, appropriation or otherwise) with preference over other creditors as provided by the Civil
Code in virtue of the special privilege accorded by law under article 2009(a) of the said Civil Code as well as the right of
retention over the said Pledged Shares until such time as all the Secured Obligations have been fully and irrevocably
performed.


 


2.5
       The Parties hereby agree that the pledge created over the shares held by Pledgor may
constitute a ‘financial collateral arrangement’ for the purposes of the Financial Collateral Arrangements Regulations
(S.L. 459.01) (the “Financial Collateral Regulations”) and that the said Financial Collateral Regulations shall
be applicable to shares held by Pledgor.


 




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2.6
       Nothing in this Agreement shall be construed as placing on the Pledgee, prior to the
eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of any calls, instalments or other
payments relating to any of the Pledged Shares or to any rights, shares or other securities accruing, offered or arising as
aforesaid, and the Pledgor shall at all times indemnify and hold harmless the Pledgee against and from all demands made against it,
payments made by it, and costs, expenses, damages, losses or other liabilities incurred or suffered by it at any time in respect of
any such calls, instalments or other payments as aforesaid.


 


2.7
       The Pledgee holds the benefit of this Agreement on trust for itself in accordance with the
provisions of the Subscription Agreement.


 


	3.
    	REPRESENTATIONS
    AND WARRANTIES
	 	 
	3.1	The
    Pledgor severally represents and warrants to the Pledgee that:


 


	 	(a)	it
    is an entity duly incorporated and validly existing under the laws of its jurisdiction of incorporation and it has the power to own
    its assets and carry on its business as it is being conducted;
	 	 	 
	 	(b)	it
    is the sole legal owner of the Pledged Shares set out against its name above and that the said shares are free from all and any encumbrances
    other than the special privilege created as a result of this Agreement;
	 	 	 
	 	(c)	it
    has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery
    of, this Agreement;
	 	 	 
	 	(d)	this
    Agreement constitutes its legal, valid and binding obligation enforceable in accordance with its terms;
	 	 	 
	 	(e)	all
    authorisations, regulatory approvals and third party consents required or advisable in connection with the entry into, performance,
    validity and enforceability of the Pledge have been obtained or effected and are in full force and effect;
	 	 	 
	 	(f)	the
    entry into and performance by it of, and the transactions contemplated by, the Pledge does not and will not:


 


	 	(i)	conflict
    with any law or regulation or judicial or official order; or
	 	(ii)	conflict
    with its constitutional documents; or
	 	(iii)	conflict
    with any document which is binding upon itself or any of its assets;


 


	 	(g)	other
    than in accordance with this Agreement, including but not limited to Clause 6 hereof,
    the Pledgor no longer enjoys any right to dispose of any of the Pledged Shares nor any rights to enjoy any dividends, capital or
    other distribution nor the right to redeem the Pledged Shares or any other rights arising in connection with or from the Pledged
    Shares;
	 	 	 
	 	(h)	the
    Company has not issued or granted or resolved or agreed to issue or grant any option or other right to subscribe for or acquire any
    additional shares or stocks to any person;
	 	 	 
	 	(i)	all
    rights arising from or in connection with the Pledged Shares are exercisable in the interest of the Pledgor and the Pledgee strictly
    in accordance with the terms of this Agreement;


 




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	 	(j)	this
    Agreement and all the terms and obligations herein contained are valid and binding on the Pledgor and there exist no limitations
    in any agreement to which the Pledgor is a party or in any applicable law which would hinder the performance of any of the obligations
    of the Pledgor hereunder;
	 	 	 
	 	(k)	none
    of the Pledged Shares are affected by or the subject of a precautionary or executive warrant of seizure issued by the Courts in Malta;
    and
	 	 	 
	 	(l)	for
    the purposes of Council (EC) Regulation No. 1346/2000 of 29th May 2000 on Insolvency Proceedings (the “Regulation”),
    the centre of main interest of the Pledgor (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction
    of incorporation.


 


3.2
       The Pledgor also represents and warrants to and undertakes in favour of the Pledgee that
the foregoing representations and warranties in Clause 3.1 will be true and
accurate throughout the duration of this Agreement with reference to the facts and circumstances subsisting from time to
time.


 


	4.
    	COVENANTS
	 	 
	4.1	The
    Pledgor covenants and agrees with the Pledgee:
	 	 
	(a)	to
    warrant and to defend the right title and interest of the Pledgor and the Pledgee in and to the Pledged Shares against the claims
    and demands of all persons whomsoever;
	 	 
	(b)	that
    it will not sell, assign, transfer, pledge or encumber in any other manner any of the Pledged Shares or suffer to exist any encumbrance
    on the Pledged Shares except the Pledge;
	 	 
	(c)	that
    it will not request the repurchase of the Pledged Shares by the Company without the prior written consent of the Pledgee;
	 	 
	(d)	that
    it will notify, or consent to the Pledgee notifying, the Malta Registrar of Companies of the Pledge by filing the statutory notice
    (Form T2) in the form set out in Annex 1 within three (3) Business Days from the date of this Agreement;
	 	 
	(e)	that
    it will not grant in favour of any other person any interest in or any option or other rights in respect of any of the Pledged Shares;
	 	 
	(f)	to
    procure that the Company shall not issue or grant or resolve or agree to issue or grant any option or other right to subscribe for
    or acquire shares or stocks to any person other than the Pledgor (and subject always to this Pledge) and that no reduction of the
    Company’s issued share capital is made;
	 	 
	(g)	that
    it will at all times remain the legal and beneficial owner of the Pledged Shares;
	 	 
	(h)	to
    procure that no amendment or supplement is made to the Company’s Memorandum or Articles of Association which would have a material
    adverse effect on the performance by the Pledgor of its obligations under this Agreement or on the rights and remedies of the Pledgee
    under this Agreement;
	 	 
	(i)	that
    if it shall subscribe for, be allotted or otherwise acquire any such other shares at any time and from time to time after the date
    hereof, it shall within seven (7) Business Days from such event deliver to the Pledgee an executed Additional Pledge Agreement in
    the form set out in Annex 5 and deliver or procure that there be delivered to the Pledgee the relevant share certificates together
    with the undated signed share transfer forms (in the form set out in Annex 4) executed in blank in respect thereof, as well as a
    certified true copy of an extract of the register of members of the Company confirming that the Company has recorded the pledge of
    shares on the same terms as those in this Agreement;


 




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	(j)	that
    it and the Company will obtain and maintain in full force and effect all Maltese governmental and other approvals and consents and
    do or cause to be done all other acts and things necessary or desirable in connection herewith or for the performance of their obligations
    hereunder;
	 	 
	(k)	that
    in the event of the nomination of any new directors to the Company it shall procure the delivery of an undated resignation letter
    from such directors to the Pledgee (in the form set out in Annex 3) within seven (7) Business Days from the appointment of such director;
    and
	 	 
	(l)	that
    it shall not take or omit to take any action which will or might impair the value of the Pledged Shares.
	 	 
	4.2	the
    Pledgor further covenants and agrees with the Pledgee that within three (3) Business Days from the date of this Agreement it will
    deliver to the Pledgee:
	 	 
	(a)	all
    existing Share Certificates in respect of the Pledged Shares, duly annotated in the form set out in Annex 2;
	 	 
	(d)	undated
    letters of resignation of the directors of the Company in the form set out in Annex 3;
	 	 
	(e)	an
    undated share transfer instrument in respect of the Pledged Shares signed by the Pledgor, as transferor, in the form set out in Annex
    4, and
	 	 
	(f)	a
    certified true copy of an extract of the register of members of the Company confirming that the Company has recorded the pledge of
    shares in terms of the Agreement.


 


	5.
    	TERMINATION
    AND RELEASE OF PLEDGE


 


5.1
       It is agreed that the Pledge constituted hereby is a continuing security for the due and
punctual performance of all the Secured Obligations, and subject to the terms of this Agreement, the Pledge may only be terminated
by all Parties in writing.


 


5.2
       On final and full performance and discharge of the Secured Obligations to the satisfaction
of the Pledgee, the Pledgee shall promptly, at the Pledgor’s cost:


 


(a)
agree to terminate this Agreement and shall release all documents held by it hereunder to the Pledgor and the annotation of the share
certificates shall be cancelled; and


 


(b)
on a specific request in writing made by the Pledgor, file the necessary notification (Form T3) at the Registry of Companies in accordance
with the Companies Act.


 




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	6.
    	VOTING
    POWERS, DIVIDENDS, NOTICES ETC.


 


6.1
       Prior to the service of a Notice of Default (as hereinafter defined) by the Pledgee to the
Pledgor, the rights pertaining to the Pledged Shares shall be exercised as following:


 


VOTING


 


	 	(i)	The
    Pledgor may continue to exercise all voting and/or consensual rights and powers pertaining to the Pledged Shares or any part thereof
    for all purposes;
	 	 	 
	 	 	PROVIDED
    THAT the Pledgor undertakes not to exercise any of its voting rights or powers in a manner which negatively prejudices the interests
    of the Pledgee.


 


DIVIDENDS


 


	 	(ii)	All
    dividends due on the Pledged Shares shall be paid to and shall be receivable by the Pledgor.


 


CAPITAL
DISTRIBUTIONS


 


	 	(iii)	All
    capital distributions paid on the Pledged Shares upon the reduction of capital or redemption of any Pledged Shares shall be received
    by the Pledgee to be held as security of the Pledgor’s obligations or otherwise applied as may be agreed with the Pledgee.


 


NOTICES
OF MEETINGS


 


	 	(iv)	All
    notices of meetings required by Maltese law and/or the Memorandum and Articles of the Company shall be sent to the Pledgor, who shall
    have the right to attend the same themselves.


 


6.2
       Without prejudice to the rights and remedies of the Pledgee under Clause 9,
upon the service of a Notice of Default (as hereinafter defined) by the Pledgee to the Pledgor, the Pledgee shall be immediately
vested with all rights pertaining to the Pledgor under the Pledged Shares, and in particular, without prejudice to the generality of
the foregoing:


 


	 	(i)	all
    dividends due on the Pledged Shares shall be paid to and shall be received by the Pledgee which shall apply the same in accordance
    with this Agreement;
	 	 	 
	 	(ii)	all
    voting and other rights and powers attaching to the Pledged Shares shall vest in the Pledgee, and the Pledgee shall exercise such
    powers for the purposes of, and in accordance with the terms of, the Agreement;
	 	 	 
	 	(iii)	all
    capital distributions paid on the Pledged Shares upon any reduction of capital or redemption of any Pledged Shares shall be received
    by the Pledgee which shall apply the same in accordance with this Agreement; and
	 	 	 
	 	(iv)	all
    notices of meetings required by Maltese law and/or the Company’s Memorandum and Articles of Association shall be sent to the
    Pledgee which shall have the right to attend and vote at same itself.


 


6.3
       Subject to the terms of this Agreement, upon the service of a Notice of Default (as hereinafter
defined) by the Pledgee to the Pledgor, the Pledgor hereby irrevocably authorizes the Pledgee by way of security (who accepts and declares
to have an interest in this mandate), with full power of substitution, to sign on its behalf any proxies or other documents which the
Pledgee may require to enable the Pledgee to exercise such voting and other rights and powers attaching to the Pledged Shares or any
part thereof.


 


6.4
       The non-exercise or partial exercise by the Pledgee of any of its rights, powers or remedies
under this Agreement, even after a Notice of Default has been served, shall not imply or operate as a waiver thereof on the part of the
Pledgee and the granting of any new authorisations or permissions to the Pledgor by the Pledgee after any Event of Default has taken
place shall not operate as a waiver of any right or remedy hereunder nor shall it preclude any other or further exercise thereof.


 




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	7.
    	RESERVED
    MATTERS


 


It
is agreed that any resolution of the Company on the following matters shall require the consent of both the Pledgor and the Pledgee:


 


	a.	the
    sale of assets of the Company;
	b.	the
    liquidation of the Company;
	c.	the
    merger or amalgamation of the Company;
	d.	the
    reduction of capital in the Company;
	e.	any
    change in the share capital structure of the Company;
	f.	any
    amendment or change to the Memorandum or Articles of Association of the Company that may prejudice the rights of the Pledgee under
    this agreement; and/or
	g.	the
    increase in the authorised or issued share capital of the Company.


 


PROVIDED
THAT after the service of a Notice of Default to the Pledgor, the Pledgee may act alone without the consent of the Pledgor even on the
above matters.


 


	8.
    	RESPONSIBILITY
    FOR COMMERCIAL OPERATIONS


 


8.1
       It is agreed that until such time as a Notice of Default is served by the Pledgee to the Pledgor,
as well as after such events, the Pledgee shall under no condition be responsible for the commercial operations of the Company.


 


8.2
       The powers conferred on the Pledgee hereunder are solely to protect its interest in the Pledged
Shares and shall not impose any duty upon it to exercise any such powers. Except for the accounting for moneys actually received by it
or them hereunder, the Pledgee shall have no duty as to any Pledged Shares, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters in connection with any Pledged Shares (whether or not the Pledgee has or
is deemed to have knowledge of such matters), or as to the taking of any necessary steps to preserve rights against any parties or any
other rights pertaining to any Pledged Shares.


 


	9.
    	REMEDIES


 


9.1
       On notice (by judicial act or otherwise as required or permitted by Maltese law), being
served by the Pledgee to the Pledgor stating that an Event of Default (as defined below) has occurred and continuing and setting out
the Event of Default (the “Notice of Default”), the Pledgee may exercise in relation to any and all of the
Pledged Shares all the rights and remedies possessed by it under this Agreement or granted to it by law or otherwise and in
particular:


 


(i)
apply the unappropriated cash (if any) then held by it as security hereunder in reducing or in satisfaction or discharge of the Secured
Obligations;


 


(ii)
exercise all rights attached to the Pledged Shares as provided in clause 6 hereof;


 


(iii)
remove directors of the Company (whether by dating their respective letters of resignation or otherwise), and appoint directors and officers
of the Company;


 


(iv)
dispose of all or any part of the Pledged Shares and set-off or apply the proceeds thereof towards reducing or in satisfaction or discharge
of the Secured Obligations, in such manner and under such terms and conditions as the Pledgee may deem fit but always in accordance with
the provisions of the Financial Collateral Regulations, where applicable or, at the option of the Pledgee, in accordance with Article
122 of the Companies Act;


 




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(v)
appropriate and acquire all or any part of the Pledged Shares and set-off or apply their value (determined as provided hereunder in this
clause) towards reducing or in satisfaction or discharge of the Secured Obligations in accordance with the provisions of the Financial
Collateral Regulations, where applicable,. or, at the option of the Pledgee, where applicable in accordance with Article 122 of the Companies
Act; and/or


 


(vi)
apply to the Courts for the judicial auction of all or any part of the Pledged Shares in accordance with the Civil Code (Cap. 16 of the
Laws of Malta) and, in case of this remedy under this paragraph (vi), it is hereby declared and agreed by the Parties that the Pledged
Shares have and shall be deemed to have a market value for the purposes of article 1970(4) of the Civil Code, which article 1970(4) shall
apply to any sale by judicial auction as aforesaid.


 


9.2
       For the purposes of paragraph (v) of clause 9.1, to the extent that the Pledgee decides to
exercise the rights and remedies set out in the Financial Collateral Regulations, the value of the Pledged Shares for the purpose of
the appropriation mentioned therein shall be the value of such shares as agreed between the Pledgor and the Pledgee at any time (whether
before or after the service of a Notice of Default) for the purposes of the said clause 9.1(v) or, failing such agreement within five
(5) Business Days from the date of the service of the Notice of Default, it shall be the net asset value of the Pledged Shares obtaining
on the date of the Notice of Default, as determined in a commercially reasonable manner by an independent certified public accountant
or a certified public accountant and auditor (the “Valuer”), appointed by the Pledgee in any jurisdiction, at the
cost of the Pledgor. The Valuer shall be instructed to make his determination as soon as practicable (and in any event not later than
thirty (30) days) after his appointment.


 


9.3
       Any person entrusted with the determination of the value of the Pledged Shares in terms of
Clause 9 or any court-appointed certified public accountant or certified public accountant and auditor (each an
“Expert”) shall, unless the Court decrees otherwise, observe the following rules in order to achieve a fair and
reasonable position for the Parties:


 





(i)
       the Expert shall take into consideration any material events which have, in the view of
either the Pledgee or the Pledgor, an impact on the valuation;

 


(ii)
       it is agreed that the value of the Pledged Shares shall be established on the basis of
commonly used methods (as at the time of the establishment of the value);


 


(iii)
       in the event that the previous year’s audited accounts have not been maintained
according to law, the Pledgor agrees that the Expert is authorised to base himself on the most recent drafts and management accounts
available;


 


(iv)
       in the event that such drafts and management accounts are not available, the Pledgor
agrees that the Expert shall not be obliged to create accounts and audit them according to law but shall be entitled to receive
evidence from the Pledgor or the Pledgee or such other person as he deems necessary on the value of assets in the Company and to
reach a reasonable conclusion as to the value of the Pledged Shares; and


 


(v)
       the non-co-operation of the Pledgor shall not hinder the Expert from making his
report.


 




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9.4
       The Pledgor and the Company undertakes and agrees to give, produce, make available and
deliver (and to procure that, and instruct, its respective officers and employees to give, produce, make available and deliver) all
such documents and information which may be requested by such Expert for the purposes of his determination and the Pledgee shall be
entitled (and, insofar as it is necessary to do so, the Pledgor and the Company hereby irrevocably and unconditionally authorises
the Pledgee by way of security, who accepts) to present as evidence to the said Expert any documents and information in its
possession relating to the Company and its assets and all workings carried out in connection with the valuation of the Pledged
Shares.


 


9.5
       Notwithstanding anything stated above and notwithstanding any action taken by the Pledgee
to exercise its rights to sell or appropriate the Pledged Shares privately, the Pledgee shall be entitled at any time to apply to
the Court for the judicial sale of the Pledged Shares.


 


9.6
       The Parties agree that the Pledged Shares shall be voted to ensure that the Company
observes all formalities and other time limits set by the Companies Act in relation to the accounts of the Company in order that the
Pledgee’s rights hereunder shall in no way be impaired, hindered or delayed.


 


9.7
        If and to the extent that the Pledgee opts to sell or appropriate the Pledged Shares in
accordance with the remedies set out in Article 122 of the Companies Act or in accordance with the provisions of the Financial
Collateral Regulations, where applicable, the Pledgor hereby agrees that in the event that the sale or appropriation of the Pledged
Shares in terms of paragraphs (iv) to (vi) of clause 9.1 only makes commercial sense (in the reasonable opinion of the Pledgee) if
so sold or appropriated in its entirety, then the Pledged Shares will be so sold and appropriated, notwithstanding the fact that the
proceeds or value thereof will exceed the value of the Secured Obligations, provided that any excess proceeds over the value of the
Secured Obligations recovered by the Pledgee in the case of a sale or any excess value appropriated by the Pledgee shall be released
or reimbursed in favour of the Pledgor. In the event of such sale and for the avoidance of doubt, the Pledgor hereby irrevocably
appoints the Pledgee, who declares to have an interest in this mandate and accepts the same as part of its security, as their
attorney (with full power of substitution) in relation to the sale of the Pledged Shares, and the Pledgor ratifies and confirms and
agrees to ratify and confirm any agreement, instrument, act or thing which such attorney or substitute may execute or do in
pursuance hereof.


 


9.8
       If and to the extent that the Pledgee exercises its rights under this Agreement and the law
and proceeds with the disposal of the Pledged Shares (or part of the Pledged Shares) or with their appropriation and acquisition by it
of the Pledged Shares (or part of the Pledged Shares) in settlement of the Secured Obligations due to it or part thereof, the Pledgor
waives any right of pre-emption in relation to such shares arising in the Memorandum or Articles of Association of the Company or otherwise
(including the rights emanating from Article 122(10) of the Companies Act).


 


9.9
       The Pledgor shall not have any claim against the Pledgee in respect of any loss arising out
of any such sale or appropriation in terms of paragraphs (iv) to (vi) of clause 9.1 or any postponement thereof howsoever caused and
whether or not a better price could or might have been obtained upon the sale of the Pledged Shares or any of them by deferring or advancing
the date of such sale or appropriation or otherwise howsoever.


 


9.10       Upon any disposal by the Pledgee of the Pledged Shares, the purchaser shall not be bound
to see or enquire whether the power of sale of the Pledgee has arisen, the sale shall be deemed for all purposes hereof to be within
the power of the Pledgee and the receipt of the Pledgee for the purchase money shall effectively discharge the purchaser who shall
not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.


 




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9.11       The Pledgee shall be entitled, at any time and as often as the Pledgee may deem appropriate,
to delegate all or any of the rights, powers, remedies and discretions vested in it under and pursuant to this Agreement in such manner,
upon such terms, and to such person or persons as the Pledgee may deem appropriate.


 


9.12       The remedies set out in this clause 9 are in addition to the remedies granted to the
Pledgee under Maltese law and in so far as it is necessary to do so the Pledgor hereby irrevocably and unconditionally authorises
the Pledgee by way of security, who accepts, to avail itself of all and any of the said remedies in protection of its
rights.


 


	10.	COSTS,
    CHARGES AND EXPENSES


 


All
fees, costs and expenses in connection with this Agreement shall be borne in accordance with clause 16 (Costs and Expenses) of the Subscription
Agreement.


 


	11.	INDEMNITY


 


The
Pledgor shall at all times indemnify and hold harmless the Pledgee against and from all losses, liabilities, damages, costs and expenses
incurred by it or any of them at any time in the execution or performance of the terms and conditions hereof and against all actions,
proceedings, claims, demands, costs, charges and expenses which may be incurred, sustained or arise at any time in respect of the non-performance
or non-observance of any of the undertakings and agreements on the part of the Pledgor contained herein (or in the SPA) or in respect
of any matter or thing done or omitted relating in any way whatsoever to the Pledged Shares.


 


	12.	POWER
    OF ATTORNEY


 


12.1
       The Pledgor hereby irrevocably and unconditionally appoints and authorises the Pledgee by
way of security, who declares to have an interest in this mandate and accepts the same as part of its security, as its attorney
(with full power of substitution) and in its name or otherwise on its behalf to sign, seal, execute, deliver, perfect and do all
agreements, instruments, acts and things which may be required or which the Pledgee shall reasonably think proper or expedient for
carrying out any obligations imposed on the Pledgor hereunder or for exercising and giving effect to any of the powers hereby
conferred or for giving to the Pledgee the full benefit of the security constituted hereunder and so that the appointments hereby
made shall operate to confer on the Pledgee authority to do on behalf of the Pledgor anything which the Pledgor can lawfully do by
an attorney. The Pledgor ratifies and confirms and agrees to ratify and confirm any agreement, instrument, act or thing which such
attorney or substitute may execute or do.


 


This
is an irrevocable mandate granted by way of security in terms of Article 1887(1) of the Civil Code (Cap.16 of the Laws of Malta). Where
applicable, the Pledgee also reserves the right to register such mandate or any other mandate by way of security granted under this Agreement
in a public register.


 


12.2
       Without prejudice to any other authorisations given under any other provision of this
Agreement, it is agreed by the Parties that the powers granted by this clause shall only be exercised after the service of a Notice
of Default or a breach by the Pledgor of any of its obligations hereunder has taken place.


 




    	11 



    	 



    

 


	13.	CONTINUING
    SECURITY
	 	 
	13.1	It
    is declared and agreed that:
	 	 
	 	(a)	the
    Pledge created by this Agreement shall:


 


	 	 	(i)	be
    a continuing security for the payment, satisfaction, performance and discharge of the Secured Obligations and accordingly the Pledge
    so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;
	 	 	 	 
	 	 	(ii)	be
    in addition to and shall not in any way prejudice or affect any other security or other encumbrance now or hereafter held by the
    Pledgee or any right or remedy of the Pledgee thereunder, and shall not be in any way prejudiced or affected thereby, or by the invalidity
    or unenforceability thereof, or by the Pledgee releasing, modifying or refraining from perfecting or enforcing any of the same or
    granting time or indulgence or compounding with any person liable;
	 	 	 	 
	 	 	(iii)	not
    be discharged, impaired, prejudiced or otherwise affected by any amendment, modification, variation, supplement, novation, restatement
    or replacement of all or any part of the SPA;
	 	 	 	 
	 	 	(iv)	not
    be discharged, impaired, prejudiced or otherwise affected by any other act, fact, matter, event, circumstance, omission or thing
    (including, without limitation, the invalidity, unenforceability or illegality of any of the Secured Obligations or the bankruptcy,
    liquidation, winding-up, insolvency, dissolution, administration, reorganisation or amalgamation of, or other analogous event of
    or with respect to the Pledgor (or any other person) which, but for this provision, might operate to discharge, impair, prejudice
    or otherwise affect the rights of the Pledgee under this Agreement or under the SPA or which, but for this provision, might constitute
    a legal or equitable discharge of the security hereby created; and
	 	 	 	 
	 	(b)	all the rights and powers vested in the Pledgee by this Agreement may be exercised from time to time and as often as the Pledgee may deem expedient.


 


13.2
        No failure or delay on the part of the Pledgee to exercise any right, power or remedy under this Agreement, the SPA or any of them
shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power or remedy, nor shall the giving by the Pledgee of
any consent to any act which by the terms of this Agreement requires such consent prejudice the right of the Pledgee to withhold or
give consent to the doing of any other similar act. The remedies provided in this Agreement and the SPA are cumulative and are not
exclusive of any remedies provided by law.


  


13.3        Any
settlement or discharge between the Pledgee and the Pledgor and/or any other person shall be conditional upon no security or payment
to the Pledgee being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy,
liquidation, winding-up, insolvency, dissolution, administration, reorganisation, amalgamation or other analogous event or proceedings
for the time being in force.



 




    	12 



    	 



    

 


	14.	SUSPENSE
    ACCOUNT
	 	 
	Any and all monies received, recovered or realised by the Pledgee under this Agreement may, at the discretion of the Pledgee, be credited to a suspense or impersonal account and shall bear interest at such rate, if any, as may be agreed in writing between the Pledgee and the Pledgor (and in default of agreement shall bear simple interest at the daily rate paid by the Pledgee on deposit accounts subject to 7 days notice of withdrawal from time to time). The monies may be held in such account for as long as the Pledgee may deem fit pending the application from time to time (as the Pledgee shall be entitled to do as it may think fit) of such monies and any accrued interest thereon in or towards the discharge of any of the Secured Obligations.
	 	 
	15.	APPLICATION
    OF PROCEEDS
	 	 
	All payments arising in relation to the Pledged Shares received by the Pledgee by way of dividends, capital distributions or otherwise as well as the proceeds of any sale or appropriation of all or any part of the Pledged Shares and received or applied by the Pledgee under this Agreement shall be credited to the account of the Pledgor and applied, to the extent that an appropriation needs be made:
	 	 
	FIRST in payment of all fees, costs and expenses in connection with this Agreement;
	SECOND in payment of any interest due;
	THIRD in payment of the principal Secured Obligations; and
	 
	the surplus, if any, after the Secured Obligations has been finally and fully repaid, shall be paid to the Pledgor or such other person as may for the time being be entitled thereto.
	 	 
	16.	EVENTS
    OF DEFAULT
	 	 
	An Event of Default shall ipso jure occur under this Agreement, without the need of any authorisation and/or confirmation from a competent court, if an Event of Default (or an event having substantially the same effect by whatever name it is called) under the Subscription Agreement or the SPA occurs.
	 	 
	17.	FURTHER
    ASSURANCES



 


17.1
        The Pledgor agrees and undertakes that, at any time and from time to time upon the written request of the Pledgee, they will (at
their cost) promptly and duly enter into, execute and deliver to the Pledgee any and all such further agreements, instruments and
documents and do all such acts and things (including, without limitation, to make and pursue applications for any tax refunds,
credits or other benefits which may be granted or claimed in terms of relevant law in respect of or in connection with any such
dividends or distributions) as the Pledgee may reasonably require to give effect to or perfect the security intended to be created
hereby, and to afford the Pledgee the full benefit of such security and of this Agreement and of the rights and powers herein
granted, in any territories of the world as the Pledgee deems reasonably appropriate.


  


17.2
        The Pledgor will (at its cost) do or permit to be done everything which the Pledgee may from time to time require to be done for the
purpose of enforcing the Pledgee’s rights hereunder and will allow the name of the Pledgor to be used as and when required by
the Pledgee for that purpose.




 


	18.
    	SET-OFF
    & WAIVER OF RIGHTS



 





18.1
       In addition to the rights conferred by law, the Pledgee shall be entitled, in terms of the provisions of the Set-Off and Netting on
Insolvency Act, 2003 (as amended), to set-off against monies due to it under this Agreement all or any monies from time to time
standing to the credit of the Pledgor with the Pledgee, whether on current or any other account, including those subject to a term
whatsoever and any sums standing in a suspense or impersonal account.



 




    	13 



    	 



    




 


For
the purposes of the foregoing:


 


	(a)	the
    Pledgee shall be entitled (as well before as after demand) to combine or consolidate all monies now or hereafter standing to the
    credit of the Pledgor on any account with the Pledgee and in any currency;
	 	 
	(b)	if
    the obligations are in different currencies, the Pledgee may convert either obligation at a market rate of exchange in its usual
    course of business for the purposes of the set-off; and
	 	 
	(c)	if
    either obligation is unliquidated or unascertained, the Pledgee may set-off in an amount estimated by it in good faith to be the
    amount of that obligation.



 


18.2
       However, it is expressly agreed that the liability of the Pledgor under this Agreement shall in no way be extinguished, discharged
or reduced or in any way affected by any right of set-off or counter-claim or any right whatsoever against the Pledgee and the
Pledgor is hereby expressly waiving all rights (including any and all rights of action) the Pledgor may have against the Pledgee
until after satisfaction and discharge in full of the Secured Obligations to the satisfaction of the Pledgee.




 


	19.
    	INSTRUCTIONS



 


It
is agreed and declared that following an Event of Default, the Pledgor shall procure that the Company shall act according to all and
any instructions reasonably issued by the Pledgee in accordance with this Agreement without the necessity or obligation to verify whether
the facts stated by the Pledgee, particularly whether an Event of Default has or has not taken place, are correct and shall not lose
the benefit of this Agreement even if the Pledgor makes any claims to the effect that the statements of the Pledgee on which the Company
is relying are incorrect.




 


	20.	CERTIFICATION
    OF SUMS DUE



 





Any
certification or determination by the Pledgee of a rate or amount under this Agreement will be, in the absence of manifest error, conclusive
evidence of the matters to which it relates.




 


	21.
    	NOTICES



 


Notices may be sent by registered mail, or electronic mail. Where notice is sent by registered mail, it shall be deemed
to have been served five (5) Business Days following the date on which it was posted and in the case of notice sent by electronic mail,
on the day of transmission. In providing such service it shall be sufficient to prove that the notice was addressed properly and posted
or transmitted to such electronic mail address as may be notified to the other party for this purpose. For the purposes of this Agreement,
the proper addresses (including electronic mail addresses) and fax numbers of the Parties are:



 


	To
    the Pledgor	 	 
	 	 	 
	Name:	 	ESPORTS
    ENTERTAINMENT GROUP, INC.
	Attention:	 	Stuart
    Tilly
	Address:	 	112
    North Curry Street, Carson City, Nevada 89703-4934, USA
	Email:	 	stuart@esportsentertainmentgroup.com


 


	To
    the Pledgee	 	 
	 	 	 
	Name:	 	GAMEDAY
    GROUP PLC
	Attention:	 	Edward
    Licari
	Address:	 	Level
    1, Burlington Business Centre, Dragonara Road, St Julian’s, Malta
	E-mail:	 	edward.licari@bethardgroup.com


 




    	14 



    	 



    




 


Provided
that each Party may at any time change such address by giving five (5) Business Days’ prior written notice to the other Party.


 


	22.	NOTIFICATION
    TO, AND ACKNOWLEDGEMENT OF PLEDGE BY, THE COMPANY 



 





22.1
       In accordance with the requirements of Article 122(2) of the Companies Act, 1995, the Pledgor hereby notify the Company of the
Pledge constituted by this Agreement, and hereby request the Company to register such pledge in the Company’s register of
members and on any share certificates which the Company may issue throughout the duration of this Pledge. The Pledgor hereby informs
the Company that the Pledgor has agreed to pledge any future shares subscribed by it in the Company. 


  


22.2
       The Company appears on and signs this Agreement inter alia in order to, and does hereby through the execution by it of this Agreement,
acknowledge receipt without reservation of the notice of Pledge effected by the Pledgor to it by means of Clause 23.1 hereof.


  


22.3       The acknowledgement referred to in Clause 23.2 is granted by the Company for the benefit of the Pledgor and the Pledgee.


  


22.4
       By signing this Agreement, the Company also:




 


22.4.1
confirms that it is concurrently with execution of this Agreement making a note of the Pledge in its Register of Members;


  


22.4.2
binds itself for the benefit of the Pledgee to act in accordance with the terms of the Pledge;


  


22.4.3
acknowledges that the share certificates in respect of the Pledged Shares have been delivered to the Pledgee upon execution
hereof;


  


22.4.4
undertakes for the benefit of the Pledgee not to pay out any monies relating to the Pledged Shares other than in accordance with
this Agreement, and whenever the Company is required to carry out any act which has been imposed on the Pledgor in this Agreement,
the Company shall carry out such act in accordance with the Agreement;


  


22.4.5
recognises that the Pledgee may carry out acts against the wishes of the Pledgor following the Event of Default and confirms that
the Pledgee shall be treated as a member of the company in terms of this Agreement;


  


22.4.6
represents that it has not been served with notice of the issuance of a precautionary or executive warrant of seizure by the Courts
in Malta in relation to any or all of the Pledged Shares;


  


22.4.7
undertakes for the benefit of the Pledgee to inform any person (other than as part of the ordinary business activities and filing
requirements) requesting information relating to the Company of the Pledge.




 


22.5
       the Pledgor and the Company declare that the Pledge notification and acknowledgement referred to in Clauses 23.1 and 23.2 hereof
shall be deemed to have been given in full satisfaction of the procedural requirements of Article 122(2) of the Companies Act, 1995,
and each of them agree that no further action is necessary on the part of the others in order to comply with the said legislative
requirements.



 




    	15 



    	 



    




	 	 
	23.	SEVERANCE
    AND MODIFICATION OF CLAUSES



 





23.1
        If any of the clauses or part thereof of this Agreement is or becomes invalid or unenforceable for any reason whatsoever, the
validity of the remaining clauses or part thereof will not in any way be affected or impaired.


  


23.2
        If any invalid or unenforceable clause or part thereof of this Agreement would be valid or enforceable if its form or effect were
modified in any way, it shall be deemed to have the modified form or effect provided that the Pledgee gives its consent.




 


	24.	SUCCESSORS
    IN TITLE and CHANGES TO THE PARTIES



 





24.1
       This Agreement and the security hereby created shall bind and inure for the benefit of each of the Parties hereto and its successors
and permitted assigns.


  


24.2       The
Pledgor may not assign, transfer, novate, delegate or dispose of any of, or any interest in, its rights and/or obligations under this
Agreement without the prior written consent of the Pledgee.


  


24.3       The
Pledgee may assign or transfer or dispose of any of its rights and/or obligations under this Agreement.




 


	25.	GOVERNING
    LAW & JURISDICTION



  


25.1
       This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in
accordance with the laws of Malta.


 


25.2
        For the benefit of the
Pledgee, the Pledgor agrees that the Courts of Malta have jurisdiction to settle any disputes in connection herewith and accordingly
submit to the jurisdiction of such Courts. The Pledgor waives any objection to the Maltese Courts on grounds of inconvenient forum
or otherwise as regards proceedings in connection herewith and agree that a judgement or order of such a Court shall be conclusive
and binding on them and may be enforced against them in the Courts of any other jurisdiction.


  


25.3
       Nothing in this Agreement limits the right of the Pledgee to bring proceedings against the
Pledgor in any other Court of competent jurisdiction or concurrently in more than one jurisdiction.




 


	26.	COUNTERPARTS



 





This
Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts (including
email copies) were on a single copy of this Agreement.


  


IN
WITNESS whereof the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.






 




    	16 



    	 



    

 


EXECUTION
PAGE


 


	The
    Pledgor	 
	 	 
		 
	Name:	 
	Duly
    authorised	 
	For
    and on behalf of	 
	ESPORTS
    ENTERTAINMENT GROUP, INC.	 


 


	The
    Pledgee	 
	 	 
		 
	Name:	 
	Duly
    authorised	 
	For
    and on behalf of	 
	GAMEDAY
    GROUP PLC	 





 


	The
    Company	 
	 	 
		 
	Name:	 
	Duly
    authorised	 
	For
    and on behalf of	 
	PROZONE
    LIMITED	 


 




    	17 



    	 



    

 


ANNEX
1


 


Form
T (2)


No.
of Company (C 97366)


 


COMPANIES
ACT, 1995


 


Notice
of a pledge of securities 


 


Pursuant
to Section 122 (2)


 


Name
of Company: PROZONE LIMITED


 


Delivered
by: GRIFFITHS + ASSOCIATES ADVISORY LTD OF LEVEL 1, CASAL NAXARO, LABOUR AVENUE, NAXXAR, NXR 9021, MALTA


 


__________________________________________________________________________


To
the Registrar of Companies:


 


I
hereby give notice in accordance with Section 122 (2) of the Companies Act, 1995 that


 


with
effect from ___ July 2021 the undermentioned securities have been pledged as follows:


 


	Pledgor

    (Name
    and Address)
	 	Pledgee

    (Name
    and Address)
	 	 	 	Securities	 	Nominal
	 	 	 	 	Number	 	Type	 	

    Value

	ESPORTS
    ENTERTAINMENT GROUP, INC. 

    Reg.
    no. E0473092008-2

     

    170,
    PATER HOUSE

    PSAILA
    STREET

    BIRKIRKARA
    BKR 9077

    MALTA
	 	GAMEDAY
    GROUP PLC 

    Reg.
    no. C 77333

     

    LEVEL
    1, BURLINGTON BUSINESS CENTRE DRAGONARA ROAD,

    ST
    JULIAN’S

    MALTA
	 	25,101,200	 	Ordinary
    Shares	 	EUR
    1





 


	 	Signature	
	 		Erik Skarp
	 		GAMEDAY
GROUP PLC
	 		Pledgee


 


Dated
this ___ day of July of the year 2021


 


 






 




    	18 



    	 



    

 


ANNEX
2


 


ANNOTATION
TO PLEDGE IN THE SHARE CERTIFICATES


 


 


“These
shares have been pledged in favour of GAMEDAY GROUP PLC (C 77333) of Level 1, Burlington Business Centre, Dragonara Road, St Julian’s,
Malta, pursuant to a Pledge of Shares Agreement dated ___ July 2021, as may be amended from time to time.”


 




    	19 



    	 



    




 


ANNEX
3





 





	To:	PROZONE
    LIMITED (C 97366)
	 	Burlington
    Complex, Level 1
	 	Dragonara
    Road
	 	Paceville,
    St. Julians STJ 3141
	 	Malta
	 	(the
    “Company”)











 


I
the undersigned in my capacity as director of the Company do hereby resign with immediate effect and I hereby acknowledge and confirm
that I have no claims against the Company for compensation for loss of office or in any respect, and that I have received all outstanding
directors’ fees or other remuneration due to me to date.





 


Date:


 


 


———————————


[Name
of Director]


 




    	20 



    	 



    

 


ANNEX
4


 


SHARE
TRANSFER INSTRUMENT





 


 


This
the ........... day of ..........................................,
20...


 





By
virtue of this private instrument, ESPORTS ENTERTAINMENT GROUP, INC. (reg. no. E0473092008-2), a limited liability company incorporated
in Nevada, USA having its registered address at 112 North Curry Street, Carson City, Nevada 89703-4934, USA (hereinafter referred to
as the “Transferor”) sells and transfers to ............................................................
(hereinafter referred to as the “Transferee”) which accepts and purchases and acquires 25,101,200 ordinary shares
of EUR1 each in PROZONE LIMITED (C 97366), a limited liability company incorporated in Malta, having its registered address at
Burlington Complex, Level 1, Dragonara Road, Paceville, St. Julians STJ 3141, Malta, for the price of ....................................................,
for which price the Transferor hereby tenders due receipt.


 


	Signed:	 
	 	 
		 
	Name:	 
	For
    and on behalf of	 
	ESPORTS
    ENTERTAINMENT GROUP, INC.	 
	TRANSFEROR	 


 


____________________________


 


For
and on behalf of


 


..........................................


TRANSFEREE


 




    	21 



    	 



    

 


ANNEX
5


 


ADDITIONAL
PLEDGE


 


ADDITIONAL
SHARE PLEDGE AGREEMENT (the “Additional Pledge”) entered into this ..................................,
20..... between:


	 	 
	(1)	ESPORTS
    ENTERTAINMENT GROUP, INC. (reg. no. E0473092008-2), a limited liability company incorporated in Nevada, USA having its registered
    address at 112 North Curry Street, Carson City, Nevada 89703-4934, USA (the “Pledgor”);
	 	 
	(2)	GAMEDAY
    GROUP PLC (C 77333), a limited liability company incorporated in Malta, having its registered address at Level 1, Burlington
    Business Centre, Dragonara Road, St Julian’s, Malta (the “Pledgee”); and
	 	 
	(3)	PROZONE
    LIMITED (C 97366), a limited liability company incorporated in Malta, having its registered address at Burlington Complex, Level
    1, Dragonara Road, Paceville, St. Julians STJ 3141, Malta (the “Company”);


 


WHEREBY


 


1.
       The Pledgor hereby pledges to the Pledgee, which accepts, the following additional shares in
the Company:


 


.........................................................................................................


 


(the
“Additional Pledged Shares”)


 


as
security for the due and punctual payment and performance of the Secured Obligations as defined in the pledge of shares agreement between,
amongst others, the parties hereto dated, (hereinafter the “Pledge of Shares Agreement”);


 


2.
       In constitution of the said pledge is contemporaneously delivering documents evidencing the
registration of the Additional Pledged Shares in the name of the Pledgor and the relevant executed Annexes as set out in the Pledge of
Shares Agreement. It is agreed that the statutory notice in the form set out in Annex 1 to the Pledge of Shares Agreement will be delivered
by the Pledgor or the Pledgee to the Registrar of Companies in Malta.


 


3.
       This Additional Pledge is a transaction contemplated by and subject to all the terms and conditions
of the Pledge of Shares Agreement and it is being specifically agreed that the Pledge of Shares Agreement is being incorporated in toto,
including the recitals thereto, into this Additional Pledge and shall apply to and form an integral part of this Additional Pledge. Provided
that any reference to Pledged Shares in the Pledge of Shares Agreement shall, unless the context otherwise requires, be deemed to refer
to Additional Pledged Shares. The Pledgee shall enjoy all the rights, discretions, privileges and powers granted to it in the Pledge
of Shares Agreement in relation to the Additional Pledged Shares.


 


4.       This
Additional Pledge and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance
with the laws of Malta.


 


IN
WITNESS whereof the parties hereto have cause this Agreement to be duly executed as of the day and year first above written.


 


[Signed:]


 




    	22