Exhibit 10.1


 





 






 


AMENDMENT
AGREEMENT


 





 



 


BETWEEN


 


 (1) GAMEDAY GROUP PLC




 


AND


 


(2)
ESPORTS ENTERTAINMENT GROUP, INC.


 




    	



    	 



    

 


This
agreement (“Amendment Agreement”) is dated ___ July 2021.


 


Parties


 


	(1)	GAMEDAY
    GROUP PLC, reg. no. 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 “Seller”); 
	 	 
	AND	 
	 	 
	(2)	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 “Purchaser”).


 


Each
referred to as a “Party” and jointly as the “Parties”.


 


BACKGROUND


 


	(A)	WHEREAS
    the Parties have in force between them a sale and purchase agreement for the sale of all of 25,101,200 ordinary shares in the Company
    (the “Shares”) by the Seller to the Purchaser, which agreement was entered into by the Seller on 24 May 2021 and
    by the Purchaser on 25 May 2021, including all schedules thereto whether attached to the executed version of the sale and purchase
    agreement or as separately agreed to and exchanged by the Parties prior to or on signing (the “SPA”);
	 	 
	(B)	WHEREAS
    the Seller completed the Pre-Closing Restructuring and provided the Seller’s Pre-Closing Restructuring Confirmation to the
    Purchaser in terms of clause 7.1 of the SPA on 23 June 2021 following which the Parties agreed that the Closing Date (in terms of
    the SPA) would be 1 July 2021 (the “Closing Date”);
	 	 
	(C)	WHEREAS
    the Purchaser was unable to pay the Closing Payment on the Closing Date and instead wishes to make the Closing Payment in two separate
    payments, specifically: (1) a payment of €12,000,000 (the “First Payment) by no later than 13th July
    2021 (the “First Payment Date”) and (2) a payment of €4,000,000 (the “Second Payment”)
    by no later than 1 October 2021 (the “Second Payment Date”);
	 	 
	(D)	WHEREAS
    the Seller has indicated its willingness to accept payment by the Purchaser of the First Payment by no later than the First Payment
    Date and the Second Payment by no later than the Second Payment Date in lieu of payment of the Closing Payment on the Closing Date,
    subject to certain amendments being made to the SPA and in accordance with the provisions of this Amendment Agreement; 
	 	 
	(E)	WHEREAS
    the Parties nevertheless wish to retain the same Closing Date as previously agreed between them (i.e. 1 July 2021); and
	 	 
	(F)	WHEREAS
    the Parties thus wish to agree on the matters and amend the SPA as set out herein with effect from the date of this Amendment Agreement.


 




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Agreed
Terms


 


	1.	Terms
    defined in the SPA
	 	 
	 	In
    this Amendment Agreement (including in the above recitals), terms and expressions defined in the SPA and used in this variation agreement
    have the meaning set out in the SPA.
	 	 
	2.	Payments
    and Completion Date
	 	 
	2.1	The
    Parties agree that the Purchaser will make the First Payment to the Seller by no later than the First Payment Date and the Second
    Payment to the Seller by no later than the Second Payment Date. Such payments shall be made by wire transfer in EUR by the Purchaser
    in immediately available funds to the Seller’s Account, to be received by the Seller not later than the First Payment Date
    and Second Payment Date, respectively. 
	 	 
	2.2	The
    Parties agree that the Purchaser will also pay to the Seller an additional €1,000,000 on the First Payment Date, representing
    a refund to the Seller of an equivalent amount that the Seller has deposited with the Spanish Gaming Authority (DGOJ) as a guarantee
    for regulatory purposes in order for the Business to continue operating in the Spanish Market (the “Spanish Deposit Amount”).
    
	 	 
	2.3	The
    date on which the Purchaser receives the First Payment and the Spanish Deposit Amount in immediately available funds in the Seller’s
    Account (which date shall be no later than the First Payment Date) shall be the “Completion Date”. 
	 	 
	3.	Closing
    Date and Closing Process on Completion Date
	 	 
	3.1	The
    Parties agree that the Closing Date in terms of the SPA shall be 1 July 2021 and that the share transfer agreement and all documents
    required to be executed by the Parties or provided to the Purchaser as at the Closing Date in terms of clauses 8.2 and 8.3 of the
    SPA (the “Closing Documents”) shall be dated and effective as of 1 July 2021, save for any agreements that were
    entered into prior to the Closing Date as part of the Pre-Closing Restructuring. For the avoidance of doubt, the Parties expressly
    agree that the effective date of the transfer of all of the Shares to the Purchaser (as such will be registered in the Company’s
    register of members) shall be 1 July 2021. 
	 	 
	3.2	Subject
    to and upon receipt by the Seller of the First Payment and the Spanish Deposit Amount in immediately available funds in the Seller’s
    Account on the Completion Date, the Seller shall, on the Completion Date, deliver to the Seller all of the Closing Documents (each
    signed or countersigned by the Seller as necessary) and the Purchaser shall ensure that it shall return to the Seller, on the Completion
    Date, signed or countersigned copies of any Closing Documents to the Seller where any such documents require its signature or countersignature
    or the signature or countersignature of those individuals that the Purchaser wishes to appoint as directors and officers of the Company.
	 	 




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	3.3	Any
    of the Closing Documents that required to be filed with the Malta Business Registry (the “MBR”), shall be filed
    by the Seller with the MBR as soon as practicable following the Completion Date, provided that they have been signed as necessary
    by the Purchaser or by those individuals that the Purchaser wishes to appoint as directors of the Company and provided further that
    the Purchaser has provided the Seller with original signed documents where the relevant Closing Documents are required to be filed
    with the MBR in original. The Parties understand that the various Closing Documents (primarily statutory forms) that are required
    to be filed with the MBR are required to be so filed within prescribed statutory periods that begin to run from the effective date
    of the relevant matter as indicated in the relevant document, and that certain statutory fines and penalties may be payable to the
    MBR as a result of any late filings (made after the lapse of the relevant statutory period). The Parties therefore agree that any
    such fines and penalties, if payable because of any late filing resulting from the lapse of time between the Closing Date and the
    Completion Date (and any further delay in the Seller being provided with original documents following the Completion Date), shall
    be borne by and be at the expense of the Purchaser.  
	 	 
	4.	Pledge
    of Shares as Security for Second Payment
	 	 
	4.1	The
    Purchaser shall, on and as of the Completion Date, as security for its obligation to make the Second Payment by no later than the
    Second Payment Date, pledge all the Shares in favour of the Seller pursuant to a pledge of shares agreement to be entered into by
    the Parties on the Completion Date (the “Pledge”).
	 	 
	4.2	The
    Pledge shall be released by the Seller upon receipt by the Seller of the Second Payment (in immediately available funds to the Seller’s
    Account) in terms of clause 2.1 of this Amendment Agreement (“Receipt of Second Payment”), provided that such
    payment is received by the Seller by no later than the Second Payment Date.
	 	 
	5.	Amendments
    to SPA
	 	 
	With effect from the date of this Amendment Agreement, the Parties agree that:
	 	 
	5.1	The
    Additional Payment in terms of clause 5.1 of the SPA shall be increased from 12% of Net Gaming Revenue during the Relevant Period
    to 15% of Net Gaming Revenue until Receipt of Second Payment, following which it shall be reduced to 12% of Net Gaming Revenue for
    the remainder of the Relevant Period. 
	 	 
	5.2	The
    term ‘NGR Amendment Date’ in the SPA shall be amended to mean the lapse of 3 months from 31 July 2021. Accordingly, the
    Additional Payment shall be reduced to 10% of Net Gaming Revenue in respect any relevant jurisdiction where the Company has not yet
    acquired the relevant B2C online gambling license in terms of clause 5.2 of the SPA only upon the lapse of 3 months from 31 July
    2021 (and not upon the lapse of 3 months from the Closing Date as stated in the SPA), with the Additional Payment to revert to 12%
    for the remainder of the Relevant Period once the relevant licence has been acquired and the Turnkey Agreement has begun to apply
    in respect of the relevant jurisdiction. 
	 	 
	5.3	The
    SPA shall be read and construed to give full effect to this Amendment Agreement and all of the provisions of the SPA relating to
    the matters regulated by this Amendment Agreement shall be considered to be amended and varied accordingly. In the event of a conflict
    between any provisions of the SPA and the provisions of this Amendment Agreement, the provisions of this Amendment Agreement shall
    prevail. 
	 	 




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	6.	Governing
    law and jurisdiction
	 	 
	6.1	This
    Amendment Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with
    it or its subject matter or formation shall be governed by and interpreted in accordance with the laws of Malta.
	 	 
	6.2	Each
    Party irrevocably agrees that the courts of Malta shall have exclusive jurisdiction to settle any and
    all disputes or claims (including non-contractual disputes or claims) arising out of or in connection with this Amendment
    Agreement or its subject matter or formation.


 


IN
WITNESS WHEREOF the Parties have executed this Amendment Agreement, as of the date first above written:


 


	FOR
    SELLER:	 	FOR
    PURCHASER:
	 	 	 
		 	
	Name:	 	Name:
	Duly
    authorised for and on behalf	 	Duly
    authorised for and on behalf
	GAMEDAY
    GROUP PLC	 	ESPORTS
    ENTERTAINMENT GROUP, INC.


 




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