Exhibit 10.1


AMENDMENT AND ACKNOWLEDGEMENT AGREEMENT


 


This Amendment
and Acknowledgement Agreement (“Agreement”), is dated effective as of August 5, 2019, among Ourgame International
Holdings Limited, a Cayman Islands corporation (“Ourgame”), Noble Link Global Limited, a British Virgin Islands
entity (“Noble”), Black Ridge Acquisition Corp., to be known after the Closing Date (defined below) as Allied
Esports Entertainment, Inc., a Delaware corporation (“Black Ridge”), certain undersigned direct and indirect
subsidiaries of Ourgame and Noble (the “Borrower Parties”) and the undersigned Note holders (the “Purchasers”
and collectively with Ourgame, Noble, and Black Ridge, and the Borrower Parties, the “Parties”).


 


A.                 
Certain of the Purchasers purchased Secured Convertible Promissory Notes (the “First Bridge Notes”) in a $10,000,000
private placement offering (the “First Bridge”) of 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 the Purchasers.


 


B.                 
Certain of the 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 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 the 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 have agreed to, among other things, temporarily extend the maturity date of their respective Notes, 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.	Condition Precedent. None of the terms of this Agreement shall become effective and/or apply
to the Bridge Documents unless and until both (i) the date of the consummation of the SPAC Transaction (the “Closing Date”)
and (ii) all of the Purchasers in the First Bridge and Second Bridge have executed and delivered this Agreement.



 


		2.	Extension of Maturity Date. Each Purchaser hereby agrees that the Maturity Date of its Note(s)
shall be the 380th day (i.e., one year and two weeks) after the Closing Date. Notwithstanding the foregoing, at any time during
the period between the Closing Date and the Maturity Date (the “Extension Period”), each Purchaser may convert
the outstanding principal amount of such Purchaser’s Note into shares of Black Ridge, on the same terms as set forth in each
such Purchaser’s applicable Note (as amended), and the shares of Black Ridge shall not be subject to any lock-up or prohibitions
on transfer from Black Ridge. On the Closing Date, Black Ridge and Ourgame shall provide written notice to each of the Purchasers
of the Conversion Price at which the Purchasers may so convert or exchange. The Parties agree and acknowledge that during the Extension
Period, the Parties may agree to conversion terms different than those set forth in the Bridge Documents; such terms, if any, will
be documented in a written agreement by and between Black Ridge and the Purchasers and Black Ridge hereby agrees to offer the lowest
conversion price so agreed by Black Ridge with any Purchaser to all Purchasers. No default or Event of Default shall be deemed
to have occurred under any of the Bridge Documents on the Closing Date as a result of the consummation of the SPAC Transaction
or the extension of the Maturity Date as set forth herein; provided that the failure of Black Ridge, or any other direct or indirect
subsidiary of Black Ridge, to comply with the terms of this Agreement and/or the Bridge Documents following consummation of the
SPAC Transaction shall constitute an Event of Default under the Bridge Documents (without limiting any other Events of Default
specified in the Bridge Documents).



 


		3.	Interest. Notwithstanding anything to the contrary set forth in the Notes, if any interest
is required to be paid pursuant to any Note, the aggregate interest paid under such Note shall be the greater of (a) 18 months
of accrued interest thereunder; or (b) the sum of (i) the actual interest that would be due based on the applicable interest rate(s)
specified in the Note and the amount of time the Note was outstanding prior to repayment plus (ii) 6 months of interest at the
applicable non-default interest rate (the “Minimum Interest”). For clarity, such Minimum Interest shall also
apply to increase the amount that Purchasers are owed if an Event of Default occurs.



 


 


 


 






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		4.	Assignment of Obligations under Bridge Documents. Effective as of the Closing Date, (i)
any and all obligations of Ourgame and Noble under the Bridge Documents (the “Assigned Obligations”) are hereby
assigned to, and shall be the sole obligations of, Black Ridge, and (ii) Black Ridge hereby accepts the assignment of the Assigned
Obligations and promises to fully and completely satisfy the Assigned Obligations as they become due under the terms of the Bridge
Documents (as amended hereby). Effective as of the Closing Date, each Purchaser releases Ourgame from any and all Assigned Obligations.



 


		5.	Remedies under Share Pledge Agreements. The Bridge Documents include Share Pledge Security Agreements dated October
11, 2018 and May 17, 2019 (the “Pledge Agreements”) by and among Ourgame, Noble, and the Purchasers. The Pledge
Agreements are hereby amended (a) to remove the requirements that, prior to the exercise by the Purchasers of their rights and
remedies thereunder in connection with any “Event of Default,” that Noble (or its successors and assignees) may conduct
a “Curing Transaction” during any “Sale Period” (each as defined in the Pledge Agreements) and (b) to remove
in all respects the limitations on the rights of the Purchasers set forth in each of the Pledge Agreements that would otherwise
have applied during the Sale Period (as defined in the Pledge Agreements) and (c) so that Purchasers may immediately exercise all
rights and remedies upon an "Event of Default" under applicable law and pursuant to the Pledge Agreements regardless
of restrictions or requirements with respect to the "Remedial Actions", "Curing Transaction" or "Sale
Period" as set forth in the Pledge Agreements.



 


		6.	Collateral under Security Agreements and Share Pledge Agreements. In addition to the Pledge
Agreements (as defined above), the Bridge Documents include Security Agreements dated October 11, 2018 and May 17, 2019 (the “Security
Agreements”) by and among Ourgame, Noble, and the Purchasers. The Pledge Agreements are hereby amended such that, as
of the Closing Date, Black Ridge shall automatically become party thereto as a “Pledgor” (as defined in the Pledge
Agreements) and the security interests granted thereunder shall be expanded to include all securities and investment property owned
by Black Ridge, directly or indirectly, in any of its direct or indirect subsidiaries (which securities shall be added to the definition
of Pledged Shares and which subsidiaries shall be added to the definition of Pledged Issuers and Subsidiaries under such Pledge
Agreement). The Security Agreements are hereby amended such that, as of the Closing Date, Black Ridge and its direct or indirect
subsidiaries shall each become party thereto as an “Esports Grantor” (to the extent they are not already party thereto
and as defined in the Security Agreements) and the security interests granted thereunder and the definition of Collateral thereunder,
shall be expanded to include all property and assets, including without limitation all investment property and any other rights,
assets or properties in which it is possible to grant a security interest, in each case owned by Black Ridge and each of its direct
and indirect subsidiaries. Black Ridge and Purchasers hereby agree that while the obligations under the Notes are outstanding (and
prior to any Event of Default under the Bridge Documents), (i) any Collateral of the Allied Esports’ business may be sold
either inside or outside the ordinary course of business without the consent of the Purchasers, except that no trucks used by this
business shall be sold without the prior consent of the Purchasers, (ii) Collateral of the World Poker Tour Business shall not
be sold either inside or outside the ordinary course of business except with the consent of the Purchasers; provided that Collateral
of the World Poker Tour business (other than any material trademark or other intellectual property) up to an aggregate proceeds
of $50,000 may be sold without such consent either inside or outside the ordinary course of business and (iii) Pledged Shares shall
not be sold without the consent of the Purchasers (whether inside or outside the ordinary course of business. For the avoidance
of doubt, once an Event of Default has occurred and is continuing, there shall be no sales of Collateral or Pledged Shares without
the prior written consent of the Purchasers. For the avoidance of doubt, this will include any indemnity payment associated with
any withholding taxes that may be due under Section 7 of this Agreement. Black Ridge will use its reasonable best efforts to pre-pay
the Notes as promptly as possible. Notwithstanding anything to the contrary in the Security Agreements or Pledge Agreements, as
amended herein, in no event shall the Purchasers have any security interest in any cash held in the escrow account maintained by
Continental Stock Transfer & Trust Company (the “Escrow Agent”) pursuant to the terms of the Escrow Agreement dated
August 5, 2019 by and among Simon Equity Development, LLC, Escrow Agent and Black Ridge or its affiliates.



 


 


 


 






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		7.	Payments Free of Taxes. Any and all payments by or on account of any obligation of Black
Ridge (or any of its affiliates) under the Bridge Documents shall be made without deduction or withholding for any Taxes, except
as required by applicable law. If any applicable law (as determined in the good faith discretion of Black Ridge) requires the deduction
or withholding of any Tax from any such payment by Black Ridge, then Black Ridge shall be entitled to make such deduction or withholding
and shall timely pay the full amount deducted or withheld to the relevant governmental body in accordance with applicable law,
and the sum payable by Black Ridge shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section), each Purchaser receives an amount equal
to the sum it would have received had no such deduction or withholding been made. Black Ridge shall indemnify each Purchaser for
the full amount of any Taxes payable or paid by Purchaser or required to be withheld or deducted from a payment to Purchaser and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Black
Ridge by Purchaser shall be conclusive absent manifest error. The amount required to be indemnified and paid by Black Ridge to
each Purchaser hereunder shall be paid to such Purchasers simultaneously with any payment made under the Bridge Documents to such
Purchasers, and if not so simultaneously made, then it shall be paid within 10 days after demand therefor. “Governmental
Authority” shall mean any federal, state, municipal or other governmental department, commission, board, bureau, agency
or instrumentality, or any court, tribunal or arbitrator, in each case in any United States jurisdiction. “Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto,
excluding any such amounts imposed as a result of Purchaser being a resident of, or being organized under the laws of, or having
its principal office located in, the jurisdiction imposing such Tax (or any political subdivision thereof). For clarity, it is
the express intention of the Parties hereto that the provisions of this Section 7 are deemed incorporated into and made a part
of each of the Notes.



 


		8.	Relief from the Automatic Stay. As a material inducement to Purchasers to enter into this
Agreement, each of Noble, Ourgame and Black Ridge hereby stipulates that, in the event that it becomes subject to a bankruptcy
or other insolvency proceeding at a time when it has obligations outstanding under the Bridge Documents: (a) Purchasers will be
entitled to an immediate and absolute lifting of any automatic stay, imposed by 11 U.S.C. § 362 or any similar stay or suspension
of remedies, thereby allowing the enforcement of Purchasers’ remedies under the Bridge Documents and (b) it will not contest
any application or motion by Purchasers to lift or vacate any such stay.



 


		9.	Lockups. Black Ridge covenants that it will not allow any transfer to any person of any
of the 3,450,000 shares of Black Ridge common stock issued to Black Ridge Oil & Gas, Inc. (the “Sponsor”) prior
to Black Ridge’s initial public offering (the “IPO”), any of the 445,000 units (and underlying securities) issued
to the Sponsor simultaneously with the IPO or any securities of Black Ridge issuable to the Sponsor upon conversion of outstanding
convertible promissory notes in connection with the SPAC Transaction unless and until the recipient thereof has executed a customary
form of lock-up agreement by which recipient agrees not to transfer or otherwise deal in any manner (including selling them using
derivatives) with respect to such securities until such time as all amounts owed to Purchasers under the Bridge Documents have
been paid in full or converted into Black Ridge common stock; provided that the foregoing restriction excludes (i) 600,000 shares
of common stock being issued to Ourgame pursuant to the terms of the SPAC Transaction; (ii) 500,000 shares of common stock to be
paid as bonuses and severance to Black Ridge employees and board members issuable in connection with the closing of the SPAC Transaction;
and (iii) an aggregate of 720,000 shares of common stock being transferred to certain purchasers of Black Ridge common stock in
connection with the SPAC Transaction.



 


 


 


 






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		10.	Bring Down and Additional Representations and Warranties. The representations and warranties
of Ourgame and Noble and each of their respective direct and indirect subsidiaries (as applicable) (the “Borrower Parties”)
set forth in the Bridge Documents are, after giving effect to this Amendment, true and correct in all material respects on and
as of the date hereof. No Borrower Party is in breach or default of any covenant or obligation set forth in any of the Bridge Documents,
and no such breach or event or default has occurred or is continuing, in each case after giving effect to this Amendment. Black
Ridge represents and warrants that (a) as of the execution date of this Agreement, Black Ridge does not have any indebtedness that
will not be extinguished in full on the Closing Date, and (b) as of the Closing Date, Black Ridge and its direct and indirect subsidiaries
will not have any indebtedness other than the Notes and the Rampart Lien (as defined in the Security Agreements). Ourgame, Noble
and Black Ridge represent and warrant to the Purchasers that (a) in each such party’s independent judgement (which is based
on, among other things, certain third party appraisals of the Allied Esports and World Poker Tour business units operated by subsidiaries
of Ourgame and Noble), the value of the assets being acquired by Black Ridge in the SPAC Transaction exceed the debts being acquired
by Black Ridge (including taking into account the debt under the Bridge Documents) and (b) immediately following consummation of
the SPAC Transaction, the value of the collective assets of Black Ridge and its direct and indirect subsidiaries will exceed their
liabilities and they will generally have the ability to operate their respective businesses as a going concern and have to pay
their debts as they come due. Ourgame and Noble hereby represent and warrant to Purchasers that the organizational structure of
Ourgame as of the date hereof is as set forth in Exhibit A hereto and the organizational structure of Black Ridge as of
the time immediately following the consummation of the SPAC shall be as set forth in Exhibit B. Ourgame, Noble and Black
Ridge acknowledge that Purchasers are relying on the accuracy of the foregoing representations in entering into this Amendment,
including for purposes of determining what actions are necessary to perfect and/or maintain without any lapse Purchaser’s
perfected security interests in the Collateral and Pledged Shares (as defined in the Security Agreements and Pledge Agreements,
as amended hereby).



 


		11.	Amendments. The Bridge Documents are deemed amended by the terms of this Agreement effective
as of the Closing Date. The Bridge Documents, as amended by this Agreement, shall continue in full force and effect.



 


		12.	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.



 


		13.	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 Amendment and Acknowledgment Agreement as of the date first set forth above.


 


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



 


	Purchaser Name: Norbert Teufelberger	 	Purchaser Name: The Lipscomb/ Viscoli
        Children’s Trust 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signature:	/s/ Norbert Teufelberger	 	Signature:	/s/ Adam Pliska
	 	 	 	Name:	Adam Pliska
	 	 	 	Title:	Trustee



 






	Purchaser Name: Man Sha	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signature:	/s/ Man Sha	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 












	Purchaser Name: Lan Wu	 	Purchaser Name: Steve Lipscomb
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signature:	/s/ Lan Wu	 	Signature:	/s/ Steve Lipscomb
	 	 	 	 	 
	 	 	 	 	 



 




 


 


 


 


 


 


 






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IN WITNESS WHEREOF,
the Parties have executed and delivered this Amendment and Acknowledgment Agreement as of the date first set forth above.


 





	OURGAME INTERNATIONAL HOLDINGS LIMITED	 	CLUB
        SERVICES, INC.
	 	 	 
	By:	 	/s/ Eric Yang	 	By:	 	/s/ Adam Pliska
	Name:	Eric Yang	 	Name:	Adam Pliska
	Its:	 	CEO	 	Its:	 	CEO
	 	 	 
	 	 	 
	NOBLE LINK GLOBAL LIMITED	 	WPT
        ENTERPRISES, INC.
	 	 	 
	By:	 	/s/ Frank Ng	 	By:	 	/s/ Adam Pliska
	Name:	Frank Ng	 	Name:	Adam Pliska
	Its:	 	Director	 	Its:	 	CEO
	 	 	 
	 	 	 
	BLACK RIDGE ACQUISITION CORP.	 	ALLIED ESPORTS MEDIA,
        INC.
	 	 	 
	By:	 	/s/ Ken DeCubellis	 	By:	 	/s/ Frank Ng
	Name:	Ken DeCubellis	 	Name:	Frank Ng
	Its:	 	CEO	 	Its:	 	Director
	 	 	 
	 	 	 
	PEERLESS
        MEDIA LIMITED 	 	ALLIED ESPORTS INTERNATIONAl,
        INC.
	 	 	 
	By:	 	/s/ Adam Pliska	 	By:	 	/s/ Jud Hannigan
	Name:	Adam Pliska	 	Name:	Jud Hannigan
	Its:	 	CEO	 	Its:	 	CEO
	 	 	 
	 	 	 
	ESPORTS ARENA LAS VEGAS, LLC	 	PEERLESS MEDIA HOLDING CO.
	 	 	 
	By:	 	/s/ Jud Hannigan	 	By:	 	/s/ Adam Pliska
	Name:	Jud Hannigan	 	Name:	Adam Pliska
	Its:	 	CEO	 	Its:	 	CEO
	 	 	 
	 	 	 
	ELC GAMING GMBH	 	 
	 	 	 
	By:	 	/s/ Leon Gruenewoud	 	 	 	 
	Name:	Leon Gruenewoud	 	 	 
	Its:	 	CEO	 	 	 	 



 




 


 




 



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