Exhibit 10.1


 


Esports Entertainment Group, Inc.


170 Pater House, Psaila Street


Birkirkara, Malta, BKR 9077


 


November ___, 2019


 


VIA ELECTRONIC MAIL


 


Re: Waiver Letter – Securities
Purchase Agreement and related documents


 


You are being sent this letter (this “Letter
Agreement”) as an investor (“Investor”) in the November 2018 bridge offering (the “Offering”) conducted
by Esports Entertainment Group, Inc. (the “Company”) pursuant to a securities purchase agreement (the “Securities
Purchase Agreement”), whereby the Company sold 5% Senior Convertible Notes (the “Notes”) and warrants to purchase
common stock of the Company (the “Warrants” and together with the Securities Purchase Agreement and the Notes, the
“Offering Documents”).


 


Pursuant to waiver agreements executed
and delivered in July, 2019 (the “July Waiver Agreement”), all Investors in the Offering agreed to, inter alia: (i)
allow the Company to raise additional capital in an amount up to $1,000,000, in a new offering of notes and warrants having terms
not more favorable to investors than those of the Offering (the “New Offering”) and ii) waive compliance with certain
items and potential defaults as described therein.


 


As you are aware, the Company is currently
in the process of pursuing a public offering of its securities to raise up to $11,500,000 (the “Underwritten Offering”)
and list its securities onto the NASDAQ (the “Uplisting”). The Company has filed a registration statement on Form S-1
(the “Registration Statement”) related to the Underwritten Offering which is being led by Maxim Group LLC and Joseph
Gunnar & Co (together the “Underwriters”). The Company believes that the Underwritten Offering and Uplisting
are in the best interests of our Company and its stockholders. If the Company’s securities are listed on NASDAQ, the
Company believes that the liquidity in the trading of our Common Stock could be significantly enhanced, which could result in an
increase in the trading price and may encourage investor interest and improve the marketability of its Common Stock to a broader
range of investors.


 


In order to facilitate a successful Underwritten
Offering and Uplisting, all Investors in the Offering are being requested to (i) extend the Maturity Date of the Notes to February
14, 2020 (the “Maturity Date Extension”) and (ii) waive through the date hereof any and all defaults known or unknown
with respect to the Company’s compliance with any covenant or agreement contained in any of the Offering Documents (the “Waiver”).
The Maturity Date Extension and Waiver are collectively referred to herein as the “Extension and Waiver”).


 


In consideration for your entering into
this Letter Agreement and agreeing to the Extension and Waiver, the Company has agreed to issue to each Investor an additional
Warrant (the “Additional Warrant”) to purchase such number of shares of the Company’s Common Stock equal to 5%
of the Warrant Shares initially issuable to such Investor under the Warrant issued to such Investor in the Offering. The Additional
Warrant shall have an exercise price of $0.75 per share and shall be in form substantially the same as the Warrants issued in the
Offering, provided that no cashless provision, ratchet provision or piggyback registration provisions shall be contained in the
Additional Warrants.


 


By your execution below, this Letter Agreement
shall serve as written confirmation that you have agreed to the Waiver and Extension contained herein.


 



     


     


    

 


This Letter Agreement and any and all exhibits
hereto contain the entire understanding between and among the parties and supersedes any prior understandings and agreements among
them respecting the subject matter of this Letter Agreement. This Letter Agreement shall be governed and have exclusive jurisdiction
as provided under Section 5.10 of the Securities Purchase Agreement. This Letter Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one and the same instrument. In case any provision
of this Letter Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest
of this Letter Agreement, and the validity legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. By your execution below, you are confirming that you have had the opportunity to review this Letter Agreement
with your counsel


 


The parties hereby consent and agree that
if this Letter Agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry
out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances
and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the
purposes of this Letter Agreement.


  


Please indicate confirmation of the terms
provided herein by executing and returning this letter in the space provided below.


 


	 	Very truly yours,
	 	 	 
	 	ESPORTS ENTERTAINMENT GROUP, INC.
	 	 	 
	 	By:	 
	 	 	Grant Johnson
	 	 	Chief Executive Officer


 


ACCEPTED AND AGREED:


 


INVESTOR: 


 


	For Individuals	 	For Entities
	 	 	 
	 	 	 
	Name of Investor	 	Name of Investor
	 	 	 
	 	 	 
	Signature of Investor	 	Signature of Authorized Person
	 	 	 
	 	 	 
	 	 	Print Name of Authorized Person
	 	 	 
	 	 	 
	 	 	Print Title of Authorized Person