Blueprint






CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 










 Exhibit
10.1

 






AGREEMENT


 


This
Agreement (the “Agreement”) is effective
as of the Effective Date and is between Super League Gaming, Inc.,
a Delaware corporation with its headquarters located at 2906
Colorado Avenue, Santa Monica, California 90404 (“SLG”) and ggCircuit, LLC,
an Indiana limited liability company with its headquarters located
at 2303 South 3rd Street, Terre
Haute, Indiana 47802 (“ggCircuit”). SLG and
ggCircuit are individually a “Party” and collectively
the “Parties”.


 



Background


 



(A)           

SLG is a leading
provider of physical and digital competitive video gaming
experiences that utilize a proprietary technology platform enabling
gamers and spectators to experience esports competitions in single
player and multi-player formats;






 



(B)           

ggCircuit is a
technology company that provides several products via software as a
service that support the business operations of esports LAN
centers;






 



(C)           

Among those
products is an esports competition platform called
“ggChampions”;






 



(D)           

SLG proposes to
rebrand “ggChampions” as “Prime” (or a name
to be mutually agreed by the Parties) and to commercially exploit
Prime on behalf of ggCircuit; and






 



(E)           

ggCircuit desires
for SLG to exploit Prime under its brand name “Super League
Gaming” and to grant to SLG other associated rights to
support the success of Prime.






 


Therefore, the
Parties agree as follows:


 



1.            


Definitions.






 

1.1 “Brand Partnerships”
means
those relationships with sponsors and advertisers which are
procured by SLG pursuant to Clause 4.1 of Schedule C.


 

1.2 “Brand Partnerships Net Revenues”
means the gross revenues actually received by SLG through Brand
Partnerships pursuant to Clause 4.1 of Schedule C less (i) a
[*****]
sales fee; and (ii) any payments made to ggCircuit venue customers
as part of the activation of Brand Partnerships, but specifically
excluding:


 

(A) Revenue generated
by SLG through its existing [*****]
agreement with [*****];








 








 






 

(B) The monetary or
other value of products, services, coupons or other items included
within the rewards platform within the ggLeap; and


 

(C) Revenue generated
by SLG through brand partnerships associated with gameplay events
or tournaments that are listed in the Events Section of ggLeap
[*****].


 



1.2           

“Customer Data” means
information, data, and other content, in any form or medium, that
is collected, downloaded, or otherwise received, directly or
indirectly from an end-user by or through a membership to Super
League Gaming which was accessed via ggLeap. For the avoidance of
doubt, Customer Data does not include other information obtained by
ggCircuit through the access or use of the Software by any
authorized user.






 


1.3           “Customer
Platform” means that portion of ggLeap which is
accessible by end-user game players within a ggCircuit customer
venue.


 


1.4           “Effective
Date” means October 1, 2019.


 



1.5           

“Enterprise Version” means
a version of ggLeap: (i) that is sold to, and utilized by, a single
client of ggCircuit for its sole use, which may be customized by
that user, [*****];
(ii) which is developed for educational and other non-consumer
purposes.






 



1.6           

“ggCircuit Marks” means the
names and logos of ggCircuit and ggLeap as depicted on Exhibit 1.






 



1.7           

“ggLeap” means the software
and service, as it now exists or is later developed, that serves as
the esports business management platform for LAN centers, arenas,
universities, cyber cafes, end-users, and other parties, including
versions designed for personal use, and all derivatives thereof and
individual features.






 



1.8           

“Intellectual Property
Rights” means any and all registered and unregistered
rights granted, applied for, or otherwise now or hereafter in
existence under or related to any patent, copyright, trademark,
trade secret, database protection, or other intellectual property
rights laws, and all similar or equivalent rights or forms of
protection, in any part of the world.






 



1.9           

“Pass-Through Partnerships”
means those relationships with sponsors and advertisers which are
referred by ggCircuit to SLG pursuant to Paragraph 4.2 of Schedule C.






 



1.10           

“Prime Net Revenues” means
the gross revenues actually received by SLG from subscribers of
Prime [*****].






 



1.11           

“SLG Marks” means the name
and logo SLG as depicted on Exhibit 2.










 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.







 






 












1.12           

“Software” means (i)
ggLeap, as it now exists or is later developed; (ii) [*****];
(iii) the service currently known as “ggChampions” (and
later referred to as “Prime” in this Agreement), as it
now exists or is later developed, that provides a competition,
virtual currency, and rewards platform; (iv) and all derivatives
and individual features of (i) through (iii).






 






1.13           

“Standard Version” means
the version of ggLeap that is typically sold to, and utilized by,
one or a small number of locations of a single client of ggCircuit
[*****],
and excludes Enterprise Versions.






 



1.14           

“Third Party Partnerships”
means those relationships with game publishers and other parties
which are procured by SLG pursuant to Paragraph 5 of Schedule C but specifically
excluding Brand Partnerships.






 



1.15           

“Third Party Partnerships Net
Revenues” means the gross revenues actually received
by SLG through Third Party Partnerships [*****].






 



1.16           

“Term” has the meaning
given to it in Section
4, inclusive of the Original Term and the Renewal Term (if
applicable).






 



1.17           

“Territory” means
Worldwide.






 



1.18           

“User Data” means
information, data, and other content, in any form or medium, that
is collected, downloaded, or otherwise received, directly or
indirectly from an end-user by or through access or use of the
Software.






 



2.            

Grant of Rights and
Deliverables.






 


2.1           Grant
of Rights. ggCircuit grants to SLG, during the Term and in
the Territory, the right to commercially exploit Prime (as defined
in Schedule A
below) and to feature the “Super League Gaming” brand
on the Customer Platform enabled through the Standard Version of
ggLeap. Additional rights which ggCircuit has granted to SLG in the
Territory are detailed in the attached Schedule A. [*****].
The aforementioned notwithstanding, ggCircuit agrees to make
reasonable efforts to convince customers of Enterprise Versions or
custom versions of ggLeap to accept some amount of Super League
branding. Any rights not granted to SLG are specifically reserved
by ggCircuit.


 


2.2           ggCircuit
Deliverables. ggCircuit will provide the services described
in Schedule
B.


 


2.3           SLG
Deliverables. SLG will provide the services described in
Schedule
C.


 



3.            

Consideration.






 


 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






   





 


3.1           Rights
Fees. In consideration for the rights granted by ggCircuit
to SLG herein, SLG shall pay to ggCircuit the
following:


 

(A) The sum of $340,000
payable within 30 days of the Effective Date;


 

(B) A quarterly fee of
$150,000 payable on the 15th day of each
January, April, July, and October during the Term. If the average
three-month rolling gross revenues actually received by SLG from
subscribers to Prime is equal to or greater than [*****],
SLG is no longer obligated to pay ggCircuit the quarterly fee from
that point forward during the Term. By way of example, [*****],
then SLG is not obligated to pay ggCircuit the quarterly fee for
November 2022 and thereafter.


 


3.2           Revenue
Sharing.


 


(A)           Revenue
from Prime. SLG shall pay to ggCircuit [*****]
of Prime Net Revenues, payable each calendar quarter in arrears
within 30 days of the close of each calendar quarter;


 


(B)           Revenue
from Brand Partnerships. SLG shall pay to ggCircuit
[*****]
of Brand Partnerships Net Revenues, payable each calendar quarter
in arrears within 30 days of the close of each calendar
quarter;


 


(C)           Revenue
from Pass-Through Partnerships. SLG shall pay to ggCircuit
[*****]
of the gross revenues actually received by SLG from Pass-Through
Partnerships, payable each calendar quarter in arrears within 30
days of the close of each calendar quarter; and


 


(D)           Revenue
from Third Parties. SLG shall pay to ggCircuit [*****]
of Third Party Partnerships Net Revenues, payable each calendar
quarter in arrears within 30 days of the close of each calendar
quarter.


 



3.3           

[*****].






 



3.4           

Collection of
Revenues.






 


(A)           SLG
will collect fees generated from subscribers of Prime and wholesale
or bulk purchases of Prime subscriptions, as well as from Brand
Partnerships, Third-Party Partnerships, and Pass-Through
Partnerships.


 


(B)           SLG
shall provide to ggCircuit within 15 days of the close of each
calendar quarter a summary of (i) Prime subscriptions (including
quantity and prices paid by subscribers); and (ii) each Brand
Partnership, Third-Party Partnership, and Pass-Through Partnership,
which such summary will detail the length of the agreement, the
consideration


 


 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 


for the
agreement and payment schedule, any renewal provisions or rights to
extend, and any other material terms.


 


(C)           SLG
shall retain for a period of not less than two years all contracts,
invoices, and other financial information relating to Prime, Brand
Partnerships, and Third-Party Partnerships (the “Accounting Materials”).
During the Term and for two years thereafter, upon reasonable
advance notice, SLG shall make available the Accounting Materials
to an audit firm engaged by ggCircuit at reasonable intervals no
more than once annually. SLG shall pay to ggCircuit the amount of
any discrepancy plus interest in the amount of 1.5% per month.
Should the audit reveal an underpayment by SLG of 5% or more, then
SLG shall reimburse ggCircuit for its reasonable costs of the
audit.


 



4.            

Term and
Termination.






 


4.1           Term.
Subject to Clauses
4.2, 4.3,
and 4.4 below, this
Agreement begins on the Effective Date and concludes on the fifth
anniversary of the Effective Date (the “Original Term”).
Thereafter, this Agreement will automatically renew [*****]
(the “Renewal
Term”), subject to the following:


 

(A) If the average
monthly gross revenue actually received by SLG from subscribers of
Prime in the period commencing [*****]
is greater than or equal to [*****],
the Agreement will automatically continue into the Renewal
Term.


 

(B) If the
above-referenced average monthly gross revenue threshold is not
achieved, either Party may give the other Party notice of its
intention not to renew this Agreement no later than 60 days before
expiration of the Original Term. If either Party makes timely
notice not to renew this Agreement, then this Agreement will
terminate at midnight (Eastern time) of [*****].


 


4.2           Termination
by Either Party.


 


(A)           Either
Party may terminate this Agreement upon 30 days written notice if
the other of them commits a material breach of this Agreement. The
Party alleging breach shall inform the breaching Party in writing
of the good faith reasons it is declaring a breach. Thereafter, the
breaching Party has 30 days to cure the breach to the good faith
reasonable satisfaction of the non-breaching Party. If the
breaching Party has not cured the breach, then the non-breaching
Party may notify the breaching Party in writing of its intention to
terminate this Agreement, which such termination will be effective
on the 30th day following
written notice.


 


(B)           Either
Party may terminate this Agreement upon 30 days written notice if
there is a change in law which renders the purpose of this
Agreement illegal or commercially impractical.


 


 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 


(C)           Commencing
September 30, 2020, either Party may terminate this Agreement upon
60 days written notice if the average gross revenues actually
received by SLG from subscribers of Prime during any three month
rolling period is not equal to or greater than:


 


(i)           [*****]
per month by [*****];
or


(ii)           [*****]
per month by [*****];
or


(iii)           [*****]
per month by [*****].


 


(D)           Should
ggCircuit notify SLG of its intent to terminate this Agreement
pursuant to Clause
4.2(C)(i), SLG will have the right to continue the Agreement
as if it had achieved the revenue goal stated in Clause 4.2(C)(i) by paying
ggCircuit [*****]
within 30 days of receiving ggCircuit’s notice of
termination. Upon receipt of the [*****],
ggCircuit shall not have the right to terminate this Agreement for
a period of [*****]
other than pursuant to Clause 4.4
hereunder.


 


(E)           Commencing
with the Renewal Term, either Party may terminate this Agreement
upon 60 days written notice if the average gross monthly revenues
actually received by SLG from subscribers of Prime during
[*****].


 



4.3            

Termination by ggCircuit.
ggCircuit may terminate this Agreement upon [*****]
written notice if, within 60 days from the launch of Prime
inclusive of the prizing section of the rewards platform, SLG is
not distributing at least [*****]
of rewards or prizes per month to players through the prizing
section of the rewards platform or otherwise.






 



4.4            

Bankruptcy or Insolvency. In
addition to Clause
4.2, either Party may, at its election, terminate this
Agreement immediately on written notice, without the opportunity to
cure, upon the occurrence of any one of the following
events:






 


(A)           if
the other Party is adjudged as bankrupt or insolvent or a trustee
is appointed after that Party has filed a petition for
reorganization or arrangement under the Federal Bankruptcy Laws, or
under the laws of any State, and any such adjudication or
appointment has not been vacated or stayed or set aside within
thirty (30) days from the date of the entry or granting thereof;
or


 


(B)           if
the other Party files or consents to any petition in bankruptcy or
arrangement under the Federal Bankruptcy Laws, or under the laws of
any State; or


 


(C)           a
court has made a decree or issued an order appointing a receiver
over the property of the other Party and such decree or order has
not been vacated, stayed or set aside within thirty (30) days from
the date of the entry or granting thereof, or if the other Party
applies for or consents to the appointment of a
receiver.


 


 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 



4.5           

Effect of Termination. Upon any
expiration or termination of this Agreement, except as expressly
otherwise provided:






 


(A)           All
rights, licenses, consents, and authorizations granted by either
Party to the other Party will immediately terminate;


 


(B)           ggCircuit
may disable all of SLG’s access to ggLeap; and


 


(C)           if
ggCircuit terminates this Agreement because SLG has failed to pay
any sums due, then all such sums that would have become payable had
the Agreement remained in effect until the expiration of the Term
will become immediately due and payable, and SLG shall pay such
sums, together with all previously-accrued but not yet paid sums,
on receipt of an invoice from ggCircuit.


 



5.            


Intellectual Property Rights.






 



5.1           

ggCircuit. All right, title,
and interest in and to the Software, including all Intellectual
Property Rights therein, are and will remain with ggCircuit. SLG
has no right, license, or authorization with respect to the
Software except as explicitly granted in this Agreement. All other
rights in the Software are expressly reserved by
ggCircuit.






 



5.2           

SLG. All right, title, and
interest in and to the Intellectual Property Rights of SLG are and
will remain with SLG. ggCircuit has no right, license or
authorization with respect to the Intellectual Property Rights of
SLG except as explicitly granted in this Agreement.






 



5.3           

SLG Data. As between SLG and
ggCircuit, SLG is and will remain the sole and exclusive owner of
all right, title, and interest in and to all Customer Data,
including all Intellectual Property Rights relating
thereto.






 



5.4           

ggCircuit Data. As between SLG
and ggCircuit, ggCircuit is and will remain the sole and exclusive
owner of all right, title, and interest in and to all User Data,
including all Intellectual Property Rights relating
thereto.






 



5.5           

Trademark License.






 


(A)           By
ggCircuit. ggCircuit hereby grants to SLG the non-exclusive,
royalty-free, non-transferable, limited, revocable right to use the
ggCircuit Marks during the Term solely in connection with its
performance of this Agreement.


 


(B)           By
SLG. SLG hereby grants to ggCircuit the non-exclusive,
royalty-free, non-transferable, limited, revocable right to use the
SLG Marks during the Term solely in connection with its performance
of this Agreement.


 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 


(C)           No
Transfer of Ownership. The approval by a Party to use its
logos, trademarks or trade names in marketing or promotional
materials does not grant any ownership rights in the logos,
trademarks or trade names to the other Party. The Party receiving
permission to use a logo, trademark or trade name will follow all
reasonable instructions and guidelines regarding the logo,
trademark or trade name from the owner of the logo, trademark or
trade name, and the Party receiving permission to use a logo,
trademark or trade name will take all reasonable steps to protect
the logo, trademark or trade name.


 



5.6           

Equitable Relief. The Parties
acknowledge that any use of the other Party’s intellectual
property not in compliance with this Agreement will cause
irreparable damage to the other. Therefore, in the event of any
such breach of this Section 5, the non-breaching
Party will be entitled to obtain specific relief including, but not
limited to, an injunction enjoining any such breach or threatened
breach, and to recover its reasonable attorneys’ fees and
costs incurred in connection therewith. This right of injunction is
not the only legal or equitable remedy available to either Party
under this Agreement.






 



6.            

Confidentiality.
Each Party acknowledges that in order for it to properly perform
its duties hereunder it may gain access to or acquire knowledge or
information about the other Party that is confidential including,
but not limited to, information that relates to past, present or
future products, software, hardware, research development,
inventions, processes, techniques, designs or technical
information, ideas, data, management or financial information
relating to the other Party’s personnel and prospective
changes to personnel, marketing and planning strategies, sales
strategies, promotional events, budgets, pricing, and other
non-public information which the other Party considers to be
confidential (“Confidential
Information”). Confidential Information excludes (i)
information that is in the public domain without a breach of this
Agreement and without reliance on the Confidential Information and
(ii) information the non-disclosing Party obtains from a third
Party without breach of this Agreement.






 


6.2           Each
Party agrees that it does not have any right or interest in any of
the other Party’s Confidential Information and may not,
whether during the continuance of this Agreement or after its
termination, without the prior written consent of the other Party,
disclose Confidential Information at any time to any person, firm,
corporation, association or other entity for any reason not related
to its obligations and duties pursuant to this Agreement (except
for disclosures to attorneys, accountants, and lending sources, or
disclosure in connection with enforcing its rights hereunder).
Furthermore, neither Party may disclose any Confidential
Information to any of its employees or to agents except those who
need to know such information to enable them to provide the agreed
services. Each Party shall require its employees and agents to
abide by the provisions of this Section 6.


 


6.3           Each
Party agrees and undertakes that, following termination or
expiration of this Agreement and upon request from the disclosing
Party, it will promptly return to the disclosing Party all
documents, files, computer discs and other data that contain or
derive in any way from Confidential Information.


 



6.4           

Each Party is
entitled to disclose Confidential Information to the extent that it
becomes compelled to disclose the Confidential Information pursuant
to court or administrative order, legal process, law, or
regulation; provided, however, that before disclosure and not more
than three (3) business days from its receipt of the order or legal
process or its decision that a law or regulation compels the
disclosure, the Party compelled to disclose must notify the other
Party of the compelled disclosure and shall cooperate with the
other Party in seeking a confidentiality agreement, protective
order, or other protection of the confidentiality of the
Confidential Information.






 



7.            


Representations and Warranties.






 


7.1           Mutual
Representations and Warranties. Each Party represents and
warrants to the other Party that:


 


(A)           it
is duly organized, validly existing, and in good standing as a
corporation or other entity under the laws of the jurisdiction of
its incorporation or other organization;


 


(B)           it
has the full right, power, and authority to enter into and perform
its obligations and grant the rights, licenses, consents, and
authorizations it grants or is required to grant under this
Agreement;


 


(C)           that
it will comply with all applicable laws in relation to its
performance of this Agreement;


 


(D)           the
execution of this Agreement by its representative whose signature
is set forth at the end of this Agreement has been duly authorized
by all necessary corporate or organizational action of such
party;


 


(E)           when
executed and delivered by both parties, this Agreement will
constitute the legal, valid, and binding obligation of such party,
enforceable against such party in accordance with its terms;
and


 


(F)           that
it will perform its obligations under this Agreement using
personnel of required skill, experience, and qualifications and in
a professional and workmanlike manner in accordance with generally
recognized industry standards for similar services and will devote
adequate resources to meet its obligations under this
Agreement.


 



7.2           

Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN CLAUSE 7.1 ABOVE, ALL SERVICES
AND SOFTWARE ARE PROVIDED “AS IS.” BOTH PARTIES
SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES A
WARRANTY OF ANY KIND THAT THE SERVICES OR SOFTWARE, OR ANY PRODUCTS
OR RESULTS OF THE USE THEREOF, WILL MEET THE OTHER PARTY’S OR
ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK
WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE,
ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR
FREE.






 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 



8.            


Indemnification.






 



8.1           

Mutual Indemnification. Each of
the Parties will indemnify, defend, and hold the other Party and
its respective affiliates, employees, agents, officers, and
directors (collectively, the “Indemnified Parties”)
harmless, at the expense of the non-indemnified party, from any
claim, action, cause of action, demand, lawsuit, arbitration,
inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory, or other, whether at law, in
equity, or otherwise (an “Action”) from any and all
losses, damages, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses
of whatever kind, including reasonable attorneys' fees and the
costs of enforcing any right to indemnification hereunder and the
cost of pursuing any insurance providers (“Losses”), incurred by the
Indemnified Parties as a result of any breach of this Agreement by
the other Party or any of the representations or warranties
contained in Section
7, including but not limited to claims of infringement or
misappropriation.






 



8.2           

By ggCircuit. ggCircuit will
indemnify, defend, and hold the SLG Indemnified Parties harmless,
at its expense, from any Losses resulting from any Action by a
third party that (i) alleges SLG’s use of ggLeap as permitted
by this Agreement infringes or misappropriates any such third
party’s Intellectual Property Rights in the United States; or
(ii) that the coins generated through ggChampions prior to the
Effective Date are illegal or infringing on any third party
rights.






 



8.3           

By SLG. SLG will indemnify,
defend, and hold the ggCircuit Indemnified Parties harmless, at its
expense, from any Losses resulting from an Action by a third party
arising from its advertising, promotion, and marketing of Prime and
the other rights granted to it under this Agreement, and from any
claim arising from a customer of ggCircuit (or its customer, such
as an end-user player) using services provided by SLG.






 



8.4           

Indemnification Procedure. Each
Party shall promptly notify the other Party in writing of any
Action for which such Party believes it is entitled to be
indemnified pursuant to this Section 8. The Party seeking
indemnification (the “Indemnitee”) shall
cooperate with the other party (the “Indemnitor”) at the
Indemnitor's sole cost and expense. The Indemnitor shall promptly
assume control of the defense and shall employ counsel reasonably
acceptable to the Indemnitee to handle and defend the same, at the
Indemnitor's sole cost and expense (which such counsel may be panel
counsel appointed by Indemnitor’s insurance company). The
Indemnitee may participate in and observe the proceedings at its
own cost and expense with counsel of its own choosing. The
Indemnitor shall not settle any Action without the Indemnitee's
prior written consent, which such consent may not be unreasonably
withheld, conditioned, or delayed. If the Indemnitor fails or
refuses to assume control of the defense of such Action, the
Indemnitee has the right, but no obligation, to defend against such
Action, including settling such Action after giving notice to the
Indemnitor, in each case in such manner and on such terms as the
Indemnitee may deem appropriate. The Indemnitee's failure to
perform any obligations under this Clause 8.4 will not relieve the
Indemnitor of its obligations under this Section 8, except to the extent
that the Indemnitor can demonstrate that it has been materially
prejudiced as a result of such failure.






 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 



8.5           

Mitigation. If ggLeap or any of
the services provided by ggCircuit, are, or in SLG’s opinion
are likely to be, claimed to infringe, misappropriate, or otherwise
violate any third-party Intellectual Property Rights, ggCircuit
may, at its option and sole cost and expense:






 


(A)           obtain
the right for SLG to continue to use the services or ggLeap as
materially contemplated by this Agreement;


 


(B)           modify
or replace the services or ggLeap, in whole or in part, to seek to
make the services or ggLeap (as so modified)
non-infringing;


 


(C)           by
written notice to SLG, terminate this Agreement with respect to all
or part of the services or ggLeap, and require SLG to immediately
cease any use of the services or ggLeap (or any specified part or
feature thereof).


 



8.5           

Sole Remedy. THIS SECTION 8 SETS FORTH THE
PARTIES’ SOLE REMEDIES AND THE PARTIES’ SOLE
LIABILITIES AND ANY OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE SERVICES, GGLEAP, OR ANY SUBJECT MATTER OF
THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES
ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.






 



9.            

Limitation of
Liability. EXCEPT FOR
ANY CLAIMS ARISING UNDER SECTIONS 6 (CONFIDENTIALITY) OR
8
(INDEMNIFICATION), OR WHICH ARE BASED UPON GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT, REGARDLESS OF WHETHER ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE EXTENT
PERMITTED BY THE LAW OF THE JURSIDICTION IN WHICH THIS AGREEMENT IS
ENTERED INTO: (A) THE PARTIES WILL NOT BE LIABLE TO ONE ANOTHER FOR
ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL
DAMAGES OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO, (i)
DAMAGES FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOST PROFITS
AND BUSINESS INTERRUPTION, AND THE COST TO OBTAIN SUBSTITUTE
SOFTWARE OR HARDWARE, or (ii) LOSS, DAMAGE, CORRUPTION, OR RECOVERY
OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, ARISING IN ANY WAY
OUT OF THIS AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE
SOFTWARE OR HARDWARE OF EITHER PARTY, HOWEVER CAUSED, AND WHETHER
ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY,
EVEN IF ONE OF THE PARTIES WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND (B) IN NO EVENT WILL EITHER PARTY’S LIABILITY TO
THE OTHER EXCEED THE SUM PAID BY SLG TO GGCIRCUIT IN THE TWELVE
MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME STATES OR
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE
LIMITATIONS MAY NOT APPLY; PROVIDED, HOWEVER, THE PARTIES ARE
ENTERING INTO THIS AGREEMENT ON THE EXPRESS CONDITION THAT EACH OF
THEM AGREES TO THE “DISCLAIMER OF WARRANTIES” AND
“LIMITATION OF LIABILITY” PROVISIONS
HEREIN.






 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 



10.            

Insurance.
The Parties will each maintain the following minimum insurance
coverage and will name the other Party as an additional insured:
(i) General Liability in the amount of [*****]
per occurrence and [*****]
in the aggregate; (ii) Hired and Non-owned Auto Liability in the
amount of [*****];
(iii) Worker’s Compensation in accordance with state
statutory minimums; and (iii) Errors and Omissions, including
coverage for professional liability, third party cyber liability,
data breach, network outage, service provider outage, and media
liability, in the amount of [*****]
per occurrence and [*****]
in the aggregate.






 



11.            

Notices.
All notices, demands, or consents required or permitted in this
Agreement must be in writing and hand delivered, sent by overnight
courier, or mailed certified first-class mail (postage prepaid),
return receipt requested to the respective Parties at addresses
stated below. Any notice required or permitted to be given by the
provisions of this Agreement will be conclusively deemed to have
been received on the day it is delivered to that party by regular
mail with acknowledgment of receipt or by any commercial courier
providing equivalent acknowledgment of receipt.






 

If to
SLG: 

                                          

Super League
Gaming, Inc.



2906
Colorado Blvd


Santa
Monica, CA 90404


Attn:
Matt Edelman


 

If to
ggCircuit:    

                                       

ggCircuit,
LLC


2303
South 3rd Street


Terre
Haute, IN 47802


Attn:
Zack Johnson


 


 


 



 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.



  









 






 


 


With a
copy to:


 


Gutwein
Law


200 S.
Meridian Street


Suite
420


Indianapolis, IN
46225


Attn:
Wesley A. Zirkle


 



12.            


Miscellaneous.






 



12.1           

Surviving Terms. The provisions
set forth in the following sections, and any other rights and
obligations of the Parties that, by their nature, should survive
termination of this Agreement, will survive any termination or
expiration of this Agreement, including Sections 4, 5, 6, 8, and 9.






 



12.2           

Relationship of the Parties.
The relationship between the Parties is that of independent
contractors. Nothing contained in this Agreement may be construed
as creating any agency, partnership, joint venture, or other form
of joint enterprise, employment, or fiduciary relationship between
the Parties, and neither Party has authority to contract for or
bind the other Party in any manner whatsoever.






 



12.3           

Public Announcements. Neither
Party may issue or release any announcement, statement, press
release, or other publicity or marketing materials relating to this
Agreement or, unless expressly permitted under this Agreement,
otherwise use the other Party's trademarks, service marks, trade
names, logos, domain names, or other indicia of source,
association, or sponsorship, in each case, without the prior
written consent of the other Party, which consent may not be
unreasonably withheld. Notwithstanding the foregoing, the Parties
agree to issue a mutually approved public announcement inclusive of
a formal press release about the partnership within 30 days of the
Effective Date.






 



12.4           

Assignment. Neither Party may
assign this Agreement, in whole or in part, without the prior
written consent of the other, which consent may not be unreasonably
withheld or delayed. Notwithstanding the foregoing, either Party
may assign this Agreement in the event of a merger, sale of
substantially all of the stock, assets or business, or other
reorganization involving the assigning Party in which the assigning
Party is not the surviving entity, and the other Party’s
prior written consent is not required in such instance. Without
limiting the foregoing, this Agreement will bind and inure to the
benefit of each Party’s permitted successors and
assigns.






 





12.5
         


No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties and their
respective successors and permitted assigns and nothing herein,
express or implied, is intended to or will confer upon any other
person or entity any legal or equitable right, benefit, or remedy
of any nature whatsoever under or by reason of this
Agreement.





 








12.6           

Waiver, Amendment,
Modification. No waiver, amendment or modification,
including by custom, usage of trade, or course of dealing, of any
provision of this Agreement will be effective unless it is in
writing and signed by the Party against whom such waiver, amendment
or modification is sought to be enforced. No waiver by either Party
of any default in performance on the part of the other Party or of
any breach or series of breaches by the other Party of any of the
terms or conditions of this Agreement will constitute a waiver of
any subsequent default in performance under this Agreement or any
subsequent breach of any terms or conditions within. Performance of
any obligation required of a Party under this Agreement may be
waived only by a written waiver signed by a duly authorized officer
of the other Party; such waiver will be effective only with respect
to the specific obligation described therein.






 


 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.

 







 






 


 



12.7           

Force Majeure. Neither Party
will be deemed in default of this Agreement to the extent that
performance of its obligations, or attempts to cure any breach, are
delayed or prevented by reason of circumstance beyond its
reasonable control, including without limitation fire, natural
disaster, earthquake, accidents or other acts of God and which
renders their performance impossible (“Force Majeure”), provided
that the Party seeking to delay its performance gives the other
written notice of any such Force Majeure within five (5) days after
its discovery, and further provided that such Party uses its good
faith efforts to cure the Force Majeure. This clause is not
applicable to any payment obligations.






 



12.8           

Governing Law and Jurisdiction.
This Agreement and any disputes arising hereunder are governed by
and construed under the laws of the State of Indiana, excluding its
conflicts of law rules (so that Indiana law is applied in any
dispute). This Agreement is entered into and partly performable in
the State of Indiana. Accordingly, both parties agree that they are
subject to the jurisdiction of the state and federal courts serving
Marion County, Indiana and any legal proceeding arising out of or
in connection with this Agreement must be brought solely in the
state or federal courts located in Marion County, Indiana, and
waives any objection (on the grounds of lack of jurisdiction, or
forum not convenient or otherwise) to the exercise of such
jurisdiction over it by any such courts.






 



12.9           

Equitable Relief. Each Party
acknowledges and agrees that a breach or threatened breach by it
would cause the other Party irreparable harm for which monetary
damages would not be an adequate remedy and that, in the event of
such breach or threatened breach, the other Party will be entitled
to equitable relief, including a restraining order, an injunction,
specific performance, and any other relief that may be available
from any court, without any requirement to post a bond or other
security, or to prove actual damages or that monetary damages are
not an adequate remedy. Such remedies are not exclusive and are in
addition to all other remedies that may be available at law, in
equity, or otherwise.






 



12.10                      

Attorneys’ Fees. In the
event that any action, suit, or other legal or administrative
proceeding is instituted or commenced by either Party against the
other Party arising out of or related to this Agreement, the
prevailing Party is entitled to recover its reasonable attorneys'
fees and court costs from the non-prevailing Party.






 



12.11                      

Entire Agreement. The Parties
acknowledge that this Agreement expresses their entire
understanding and agreement, and that there have been no
warranties, representations, covenants or understandings made by
either Party to the other except such as are expressly set forth in
this Agreement. The Parties further acknowledge that this Agreement
supersedes any and all prior agreements, written or oral, between
the Parties with respect to the matters set forth
herein.






 


 



  
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.







 






 


 


12.12                      Severability.
If any provision of this Agreement is found invalid or
unenforceable pursuant to judicial decree or decision, the
remainder will remain valid and enforceable according to its terms.
Without limiting the foregoing, it is expressly understood and
agreed that each and every provision of this Agreement that
provides for a limitation of liability, disclaimer of warranties,
or exclusion of damages is intended by the Parties to be severable
and independent of any other provision and to be enforced as such.
Further, it is expressly understood and agreed that in the event
any remedy in this Agreement is determined to have failed of its
essential purpose, all other limitations of liability and exclusion
of damages set forth herein will remain in full force and
effect.


 



12.13                      

Headings. The headings in this
Agreement are for convenience of reference only and do not
constitute part of this Agreement.






 



12.14                      

Successors. This Agreement will
inure to the benefit of, and may be enforced by, and will be
binding upon the parties, and their permitted successors and
assigns.






 



12.15                      

No Construction Against Drafting
Party. Each Party expressly recognizes that this Agreement
results from a negotiation process in which each was represented by
counsel and contributed to the drafting of this Agreement. Given
this fact, no legal or other presumptions against the Party
drafting this Agreement concerning its construction, interpretation
or otherwise accrue to the benefit of any Party to this Agreement,
and each Party expressly waives the right to assert such a
presumption in any proceedings or disputes connected with, arising
out of, or involving this Agreement.






 



12.16                      

Counterparts. This Agreement
may be executed in multiple counterparts, any of which will be
deemed an original, but all of which when taken together will
constitute one and the same instrument.






 


This
Agreement is executed by the Parties as follows:


 


	
SUPER
LEAGUE GAMING, INC.







	
GGCIRCUIT,
LLC


	
 

	
 


	
 By: /s/ Ann Hand

Printed:
Ann Hand


Title:
President & CEO


Date:
September 23, 2019



	
By: /s/ Zack
Johnson

Printed: Zack
Johnson

Title:
CEO


Date:
September 23, 2019









 


 


 




 


 


 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 



SCHEDULE A


 



Rights Granted to SLG


 


Subject
to Section 2 of the
Agreement, ggCircuit grants the following additional rights to
SLG:


 



1.            

“Prime” Subscription
Service. ggCircuit will continue to develop a consumer
subscription service now known as “ggChampions Prime”
(hereinafter “Prime”).






 


1.1           SLG
will use its commercially reasonable efforts to market and monetize
Prime. SLG shall also collaborate with ggCircuit on the design and
features of Prime, based on consumer trends and market conditions,
as well as its development timeline. SLG may determine, subject to
the approval of ggCircuit (which such approval may not be
unreasonably withheld, conditioned, or delayed), the prices to be
charged for Prime which may vary by market.


 


1.2           ggCircuit
shall develop and maintain the Prime platform within the parameters
mutually agreed by SLG.


 


1.3           ggCircuit
agrees to offer Prime, and other SLG applications as the Parties
may mutually agree, as the default selections during customer setup
of ggLeap. SLG acknowledges that ggLeap is subject to customer
customization, as described below, and Super League Gaming branding
and applications may be diminished or removed
accordingly.


 


1.4           ggCircuit
agrees to offer Prime, and other Prime-related applications as the
Parties may mutually agree, [*****]
(the “App
Store”). ggCircuit further agrees to design the App
Store so that customers and players are not able to change its
design or functionality.


 


1.5           ggCircuit
agrees to list Super League Gaming branded and Super League powered
events [*****]
within the section of ggLeap where events are presented to
customers and players (the “Events Section”) as
depicted on Exhibit
3. [*****].


 



2.            

[*****].






 



3.            

Standard Version of ggLeap.
Within 60 days after the Effective Date, ggCircuit will cause the
Customer Platform that accompanies its Standard Version of ggLeap
to feature Super League Gaming branding as described in Clauses 3.1
and 3.2 below.






 


3.1           Dynamic
Branding Locations. ggCircuit will place Super League Gaming
branding in certain locations of ggLeap reserved for dynamic (or
rotating) branding as follows: the locations depicted as
“A”, “B”, “C”, and
“D” of Exhibit
4.


 


3.2           Static
Branding Locations. ggCircuit will place Super League Gaming
branding in certain static locations of ggLeap as
follows:


 


 



 




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.

  







 






 


 



(A)           

ggCircuit will
place Super League Gaming branding on the player profile portion of
the Customer Platform as depicted on Exhibit 5, which will also
feature Prime, inclusive of each player’s statistics relative
to Prime; and






 



(B)           

ggCircuit will
place Super League Gaming branding on the “prize vault”
depicted on Exhibit
6.






 



3.3           

Make-Goods. SLG acknowledges
that the design of the Customer Platform is likely to evolve over
the Term and branding locations granted to SLG in this Clause 3 may relocate, be
deleted, or moved. In the event design changes of the Customer
Platform result in diminished branding locations for SLG, then
ggCircuit agrees to work in good faith with SLG to provide
replacement branding locations.






 


3.4           Reserved
Branding Locations. In accordance with its practices
to-date, each LAN center subscribing to the Standard Version of
ggLeap will be permitted to customize ggLeap, including the
Customer Platform, on the condition that the Super League Gaming
brand and at least one SLG application remains visible on the
Customer Platform. All locations of the Customer Platform that are
not granted to SLG are reserved for ggCircuit or its
customers.


 



4.            

[*****].






 



5.            

Currency and Leaderboards.
Subject to Section
4 of this Schedule
A, the virtual currency system and all leaderboards and
similar components of ggChampions will be branded as Super League
Gaming.






 


 


 


 


 


 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 

 



SCHEDULE B


 



ggCircuit Deliverables


 


 



1.            

Development of Prime. Within 30
days of the Effective Date, ggCircuit will use its commercially
reasonable efforts to provide SLG with a roadmap to develop Prime,
with at least defining the development period for the first 90
days. Thereafter, ggCircuit will provide SLG with a development
update at least every 30 days. Additionally, ggCircuit agrees to
meet for a reasonable number of hours with SLG’s Chief
Technology Officer on an ongoing basis for the purpose of mutual
understanding to better implement the terms of this
Agreement.






 



2.            

SLG Integration into
ggLeap.






 


2.1           Player
Integration into SLG.  [*****].
ggCircuit will provide support and the technical integration
requirements necessary for players who have opted into creating
Super League Gaming Accounts to have single sign-on, or the
equivalent, among SLG, Prime, and ggLeap.


 


2.2           Inactive
Players. At the request of SLG, but no more than once per
quarter, ggCircuit will contact select customers asking for their
permission to contact inactive end-users with an email co-branded
as ggCircuit, SLG, and the customer, inviting the end-user to
return to the customer and try Prime and other Super League Gaming
products.


 



2.3           

Privacy Policy. ggCircuit
agrees to modify its Privacy Policy to allow the integration of
players described in Clause 2.1 of this Schedule B.






 



2.4           

Privacy Compliance. SLG
acknowledges that it must abide by domestic and international
privacy laws including CAN-SPAM, California Consumer Privacy Act,
and GDPR, as well as be COPPA compliant, as it relates to accessing
and storing any personally identifiable information and contacting
users by email or any other method.






 



3.            

Customer Notification. Within
30 days of the Effective Date, ggCircuit will use reasonable
efforts to notify customers of the Standard Versions of ggLeap that
the Customer Platform will include benefits and experiences offered
by Super League Gaming. Similarly, within 10 days of the launch of
Prime, ggCircuit will use reasonable efforts to notify all such
customers of ggLeap of the launch of Prime.






 



4.            

Third Party Events. Subject to
ggCircuit’s pre-existing relationships [*****]
which are specifically excluded from this clause, [*****];
accordingly, ggCircuit agrees not to organize tournaments or other
events. Any such opportunity referred by ggCircuit to SLG must be
activated through ggLeap and available to ggCircuit’s
customers. [*****].






 


 


 



 




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.

  







 






 


 



5.            

Project Management. On a
reasonable basis, ggCircuit shall assist with the project
management associated with the Super League branded applications
and gameplay events, inclusive of facilitating positive
relationships and managing communications with ggCircuit venue
customers.






 



6.            

Coins. [*****].
The Parties will collaborate to determine how coins earned prior to
the launch of Prime may be able to be redeemed by players for
rewards after the launch of Prime. The Parties further agree that
SLG shall in no way be obligated to take on economic liability
associated with coins issued to end-users that are distinct from
the virtual currency offered through Prime.






 



7.            

Game Developers. The Parties
will collaborate to develop commercial relationships with game
publishers and develop methods to increase player
engagement.






 



8.            


[*****].






 


 


 


 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 




 








 






 

 



SCHEDULE C


 



SLG Deliverables


 


SLG
shall provide the following, at its sole cost and expense, to
support its role in fulfilling this Agreement.


 



1.            

SLG Resources. SLG shall
provide staff resources to support the branding, marketing,
administration and monetization of Prime.






 



2.            

SLG Event Management. SLG shall
manage all Super League branded or Super League powered gameplay
events, tournaments, and seasons that are permitted by this
Agreement.






 



3.            

Third Party Events. With
respect to third parties who desire to work with SLG or ggCircuit
to run gameplay events, tournaments, or seasons among some or all
of ggCircuit’s customers, SLG will manage such gameplay
events, inclusive of negotiating and documenting any necessary
agreements between SLG and such third parties, subject to
SLG’s good faith determination that running such gameplay
events, tournaments, and seasons makes business sense. [*****].






 



4.            

Brand Partnership
Monetization.






 


4.1           SLG
shall provide the necessary staff resources and use reasonable
efforts to monetize, via brand partnerships, the player-facing
media and retail presence that is available via the Customer
Platform and ggCircuit’s base of venue
customers.


 


4.2           In
the event that ggCircuit introduces SLG to a brand partner with
whom SLG does not already have a “Prior Relationship” (as
defined below), and SLG completes a revenue generating partnership
with such brand partner that does not include ggCircuit, then SLG
shall pay to ggCircuit the fees set forth in Clause 3.2(B) of the Agreement.
[*****].


 


4.3           Notwithstanding
the foregoing, ggCircuit acknowledges that SLG is engaged as part
of its core business in the pursuit of brand partnerships that do
not include exposure via the player-facing media or retail presence
that is available via the Customer Platform and ggCircuit’s
base of venue customers, and that doing so is not a breach of this
Agreement. ggCircuit acknowledges that neither ggCircuit nor its
base of venue customers are entitled to the Brand Partnerships
Revenue Share or any fees or revenue share associated with such
brand partnerships.


 



5.            

Game Publisher Partnerships and Other
Third Parties.






 


5.1           SLG
and ggCircuit shall collaborate on developing commercial
opportunities with game publishers and other entities which are not
Brand Partnerships for the purposes of maximizing revenue
opportunities for both Parties. ggCircuit acknowledges that SLG is
engaged as part of its core business in the pursuit of game
publisher and other third party partnerships that do not include
ggCircuit, and that doing so is not a breach of this Agreement.
ggCircuit further acknowledges that neither ggCircuit nor its base
of venue customers are entitled to the Third Party Partnerships
Revenue Share or any fees or revenue share associated with such
game publisher or third party partnerships.


 


 



 




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.

  







 






 


 


5.2           In
the event that ggCircuit introduces SLG to commercial opportunities
which are not Brand Partnerships with whom SLG does not already
have a Prior Relationship, and SLG completes a revenue generating
partnership with such third party that does not include ggCircuit,
then SLG shall pay to ggCircuit the fees set forth in Clause 3.2(D) of the
Agreement.


 



6.            

Promotion of
Prime.






 


6.1           Special
Events. Once ggCircuit has launched Prime, SLG commits to
offer at least [*****]
per month exclusively for Prime subscribers. In addition, SLG will
use its commercially reasonable efforts to promote Prime through
various marketing channels in the markets where SLG is offering
events for Prime subscribers.


 



6.2           

Funding of Prize Vault. Within
[*****]
from the launch of Prime inclusive of the prizing section of the
rewards platform, SLG commits to [*****]
in retail value of rewards or prizes per month in the prize
vault.








 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 



EXHIBIT 1


 



GGCIRCUIT MARKS


 



1.            

GGCIRCUIT






 



2.            

GGLEAP






 



3.            

The following
design marks:








 




 


 


 


 







 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 

 



EXHIBIT 2


 



SLG MARKS


 



1.            

SUPER LEAGUE
GAMING






 



2.            

SLG






 



3.            

SUPER
LEAGUE






 



4.            

SUPERSLAB






 



5.            

FRAMERATE






 



6.            

The following
design marks:





  
 

 




 

 













 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 




 




 

   


 


   






 


 


 






 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 

 




EXHIBIT 3


 



LOCATION OF SLG MARKS ON EVENT SECTION

 

[*****]

  





 

 

 



 




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.

  







 





 

 



EXHIBIT 4


 



LOCATION OF SLG MARKS ON DYNAMIC BRANDING LOCATIONS




[*****]


 

 









 


 



 




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.

  









 






 

 






EXHIBIT 5


 



LOCATION OF SLG MARKS ON PLAYER PROFILE

 

[*****]





 


 







 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.


 






 








 






 

 



EXHIBIT 6


 



LOCATION OF SLG MARKS ON PRIZE VAULT




[*****]


 




 


 




 



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY [*****], HAS BEEN OMITTED BECAUSE SUPER LEAGUE GAMING, INC. HAS
DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD
LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING,
INC. IF PUBLICLY DISCLOSED.