Exhibit 10.1


 


SECURED CONVERTIBLE NOTE


MODIFICATION AND CONVERSION AGREEMENT NO.
2


 


This Secured Convertible
Note Modification and Conversion Agreement No. 2 (this “Agreement”) is dated effective as of May 22, 2020, among
Allied Esports Entertainment, Inc., a Delaware corporation formerly known as Black Ridge Acquisition Corp. (“Borrower”),
certain undersigned direct and indirect subsidiaries of Borrower (the “Borrower Parties”) and Knighted Pastures
LLC (the “Purchaser” and collectively with Borrower and the Borrower Parties, the “Parties”).


 


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


 


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


 


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


 


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


 






     


    	 



    

 


E. The
Parties previously entered into that certain Secured Convertible Note Modification and Conversion Agreement dated effective as
of April 29, 2020 (the “Prior Amendment”), pursuant to which the Purchaser converted $2,000,000 of the principal
amount of its Note into 1,250,000 shares of Borrower Common Stock at a reduced Conversion Price of $1.60 per share.


 


F. Borrower
desires that the Purchaser convert all $3,000,000 of remaining principal under its Note into Borrower Common Stock on the date
hereof (such portion, as set forth on the Conversion Notice attached to this Agreement, is referred to as the “Conversion
Amount”), and to induce the Purchaser to do so, Borrower has offered to reduce the Conversion Price as it relates to
the Conversion Amount.


 


G.  The
Purchaser has agreed to convert the Conversion Amount at such reduced Conversion Price upon the terms and conditions set forth
in this Agreement.


 


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


 


		1.	Conversion Price Reduction. Borrower hereby reduces the Conversion Price as it relates to
the Conversion Amount from $8.50 to $1.40 per share.



 


		2.	Conversion. Contemporaneously with the execution and delivery of this Agreement, the Purchaser
is delivering the Conversion Notice to Borrower pursuant to which the Purchaser is converting the Conversion Amount into Borrower
Common Stock. The Conversion Amount will fully cancel the outstanding principal on the Purchaser’s Note.



 


		3.	Interest. Interest on the Conversion Amount (including interest on the “Conversion
Amount” as set forth in the Prior Amendment) shall continue to accrue, as if such principal amount with respect to the Conversion
Amount (including the principal amount with respect to the “Conversion Amount” set forth in the Prior Amendment) of
the Purchaser’s Note was not converted under this Agreement or the Prior Amendment, and all accrued and unpaid interest under
the Note (including interest accrued on the “Conversion Amount” as set forth in both this Agreement and the Prior Amendment
through the maturity date) and “Minimum Interest” (as such term is defined in the Amendment and Acknowledgement Agreement)
shall become due and payable on August 23, 2020. On or before August 23, 2020, Borrower shall pay such accrued interest under Purchaser’s
Note in the amount of $1,421,096 to Purchaser by wire transfer of immediately available funds. Notwithstanding the conversion of
the full outstanding principal amount on the Purchaser’s Note, with respect to such interest due and payable, the Bridge
Documents related to Purchaser’s Note shall continue to be in effect, and Purchaser shall continue to have all rights, and
Borrower and the Borrower Parties shall continue to have all obligations, under the Bridge Documents (as amended by this Agreement
and the Prior Amendment).



 






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		4.	Registration Rights. Borrower previously registered for resale shares of Borrower Common
Stock issuable upon conversion of the Purchaser’s Note at the Conversion price of $8.50 per share. Reasonably promptly following
the date hereof, but in any event no later than June 1, 2020, Borrower shall file an amendment to the registration statement filed
May 1, 2020 (the “New Registration Statement”) registering, among other things, the resale of any additional
shares of Borrower Common Stock issuable upon conversion of the Conversion Amount (and the conversion of the “Conversion
Amount” set forth in the Prior Amendment) that exceeds the amount of shares of Borrower Common Stock registered for resale
under the existing registration statement, and shall use Borrower’s best efforts to cause the New Registration Statement
to be declared effective as promptly as practicable thereafter. For the avoidance of doubt, all of the shares of Borrower Common
Stock issued or issuable upon conversion of the Purchaser’s Note shall not be subject to any lock-up or other prohibitions
on transfer other than such transfer restrictions imposed by applicable law (and not by any contract).



 


		5.	Compliance with Securities Laws and Principal Market Rules; Beneficial Ownership Limitation.
Notwithstanding anything in this Agreement to the contrary, Borrower shall not issue, and the Purchaser shall not acquire, shares
of Borrower Common Stock upon conversion of the Note if such shares proposed to be issued, when aggregated with all other shares
of Borrower Common Stock then owned beneficially (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended, and Rule 13d-3 promulgated thereunder) by the Purchaser and its affiliates would result in the beneficial ownership
by the Purchaser and its affiliates of more than 19.99% of the then issued and outstanding shares of Borrower Common Stock unless
(i) such ownership or voting power would not be the largest ownership position in Borrower, or (ii) Borrower stockholder approval
is obtained for such ownership in excess of 19.99% in accordance with the rules of The Nasdaq Stock Market.



 


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



 


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



 


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



 


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IN WITNESS WHEREOF,
the Parties have executed and delivered this Secured Convertible Note Modification and Conversion Agreement No. 2 as of the date
first set forth above.


 





	 	Purchaser Name: Knighted Pastures LLC
	 	 	 
	 	Signature: 	/s/ Roi Choi
	 	Name:	Roi Choi
	 	Title:	Manager







 







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IN WITNESS WHEREOF,
the Parties have executed and delivered this Secured Convertible Note Modification and Conversion Agreement No. 2 as of the date
first set forth above.


 





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


 











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CONVERSION NOTICE


To Whom It May Concern:


 


Reference is made to
that certain Secured Convertible Promissory Note dated October 11, 2018 (as amended, modified, supplemented or restated from time
to time, and including any replacements thereof, the “Note”) issued by Allied Esports Entertainment, Inc., a
Delaware corporation formerly known as Black Ridge Acquisition Corp., as successor maker of Ourgame International Holdings Limited
(“Maker”) in favor of Knighted Pastures LLC (including its assigns, “Holder”) in the original
principal amount of $5,000,000. Capitalized terms used in this Notice shall have the respective meanings set forth in the Note.


 


Holder hereby exercises
the option to convert all or a portion of the principal amount of the Note into the shares of common stock of Maker as identified
below (the “Conversion Shares”), in accordance with the terms of the Note, and directs that such Conversion
Shares be issued in the name of, and if certificated, delivered, to Holder unless a different name has been indicated below. If
this conversion involves fractional Conversion Shares, please issue the related check to the same person entitled to receive the
Conversion Shares.


 





	Dated:	          May
22, 2020                          



 


	Amount of Note to be converted:	$	      3,000,000                          



If Conversion Shares are to be
issued to anyone other than Holder, please provide the





	Tax Identification
    Number of the transferee:	________________________________	 


 





	 	Knighted Pastures LLC
	 	 	 
	 	Signature: 	/s/
    Roi Choi
	 	Name:	Roi Choi
	 	Title:	Manager







 





	Name and address of Holder for future notices: