Exhibit
10.2


 


ESPORTS
ENTERTAINMENT GROUP, INC.


 


Series
B Preferred Stock


 


SUBSCRIPTION
AND INVESTMENT REPRESENTATION AGREEMENT


 


THIS
AGREEMENT, dated as of December 21, 2022, is by and between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”),
and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other
good, valuable and adequate consideration, the parties hereto agree as follows:


 


1.
Agreement of Sale; Closing. The Company agrees to sell to Subscriber, and Subscriber agrees to purchase from the Company, one
hundred (100) shares of the Company’s Series B Preferred Stock, par value $0.001 per share (the “Securities”),
which Securities shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation attached
hereto as Exhibit A (the “Certificate of Designation”). Subscriber hereby acknowledges and agrees to the entire
terms of the Certificate of Designation, including, without limitation, the voting rights in Section 3, the restrictions on transfer
of the Securities in Section 5 and the redemption of the Securities pursuant to Section 6 of the Certificate of Designation. The purchase
price will be paid by the Subscriber to the Company in cash at the price of $10.00 per share or $1,000.00 in the aggregate.


 


2.
Representations and Warranties of Subscriber. In consideration of the Company’s offer to sell the Securities, and in addition
to the purchase price to be paid, Subscriber hereby covenants, represents and warrants to the Company as follows:


 


a.
Information About the Company.


 


i.
Subscriber is aware that the Company has limited revenue, is not profitable, has incurred significant indebtedness, and that its financial
projections and future are purely speculative.


 


ii.
Subscriber has had an opportunity to ask questions of, and receive answers from, the Company concerning the business, management, and
financial and compliance affairs of the Company and the terms and conditions of the purchase of the Securities contemplated hereby. Subscriber
has had an opportunity to obtain, and has received, any additional information deemed necessary by the Subscriber to verify such information
in order to form a decision concerning an investment in the Company.


 


iii.
Subscriber has been advised to seek legal counsel and financial and tax advice concerning Subscriber’s investment in the Company
hereunder.


 


b.
Information on Subscriber. Subscriber is an employee, officer, director, and shareholder of the Company.


 


c.
Restrictions on Transfer. Subscriber covenants, represents and warrants that the Securities are being purchased for Subscriber’s
own personal account and for Subscriber’s individual investment and without the intention of reselling or redistributing the same,
that Subscriber has made no agreement with others regarding any of such Securities, and that Subscriber’s financial condition is
such that it is not likely that it will be necessary to dispose of any of the Securities in the foreseeable future. Moreover, Subscriber
acknowledges that any of the aforementioned actions may require the prior written consent of the Company’s board of directors pursuant
to the Certificate of Designation. Subscriber is aware that, in the view of the Securities and Exchange Commission, a purchase of the
Securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any
change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained by Subscriber
for the acquisition of the Securities and for which the Securities were pledged as security, would represent an intent inconsistent with
the covenants, warranties and representations set forth above. Subscriber understands that the Securities have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws in reliance
on exemptions from registration under these laws, and that, accordingly, the Securities may not be resold by the undersigned (i) unless
they are registered under both the Securities Act and applicable state or foreign securities laws or are sold in transactions which are
exempt from such registration, and (ii) except in compliance with Section 5 of the Certificate of Designation, which may require the
prior written consent of the Company’s board of directors. Subscriber therefore agrees not to sell, assign, transfer or otherwise
dispose of the Securities (i) unless a registration statement relating thereto has been duly filed and becomes effective under the Securities
Act and applicable state or foreign securities laws, or unless in the opinion of counsel satisfactory to the Company no such registration
is required under the circumstances, and (ii) except in compliance with Section 5 of the Certificate of Designation. There is not currently,
and it is unlikely that in the future there will exist, a public market for the Securities; and accordingly, for the above and other
reasons, Subscriber may not be able to liquidate an investment in the Securities for an indefinite period.


 




    	 



    	 



    

 


d.
High Degree of Economic Risk. Subscriber realizes that an investment in the Securities involves a high degree of economic risk
to the Subscriber, including the risks of receiving no return on the investment and/or of losing Subscriber’s entire investment
in the Company. Subscriber is able to bear the economic risk of investment in the Securities, including the total loss of such investment.
The Company can make no assurance regarding its future financial performance or as to the future profitability of the Company.


 


e.
Suitability. Subscriber has such knowledge and experience in financial, legal and business matters such that Subscriber is capable
of evaluating the merits and risks of an investment in the Securities. Subscriber has obtained, to the extent deemed necessary, Subscriber’s
own personal professional advice with respect to the risks inherent in, and the suitability of, an investment in the Securities in light
of Subscriber’s financial condition and investment needs. Subscriber believes that the investment in the Securities is suitable
for Subscriber based upon Subscriber’s investment objectives and financial needs, and Subscriber has adequate means for providing
for Subscriber’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to
the Securities. Subscriber understands that no federal or state agency has made any finding or determination as to the fairness for investment,
nor any recommendation or endorsement, of the Securities.


 


f.
Tax Liability. Subscriber has reviewed with Subscriber’s own tax advisors the federal, state, local and foreign tax consequences
of this investment and the transactions contemplated by this Agreement, and has and will rely solely on such advisors and not on any
statements or representations of the Company or any of its agents, representatives, employees or affiliates or subsidiaries. Subscriber
understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement. Under penalties of perjury, Subscriber certifies that Subscriber
is not subject to back-up withholding either because Subscriber has not been notified that Subscriber is subject to back-up withholding
as a result of a failure to report all interest and dividends, or because the Internal Revenue Service has notified Subscriber that Subscriber
is no longer subject to back-up withholding.


 


g.
Residence. Subscriber’s present principal residence or business address, and the location where the securities are being
purchased, is located in __________.


 


h.
Limitation Regarding Representations. Except as set forth in this Agreement, no covenants, representations or warranties have
been made to Subscriber by the Company or any agent, representative, employee, director or affiliate or subsidiary of the Company and
in entering into this transaction, Subscriber is not relying on any information, other than that contained herein and the results of
independent investigation by Subscriber without any influence by Company or those acting on Company’s behalf. Subscriber agrees
it is not relying on any oral or written information not expressly included in this Agreement, including but not limited to the information
which has been provided by the Company, its directors, its officers or any affiliate or subsidiary of any of the foregoing.


 


		i.	Authority.
                                            The undersigned is of legal age.



 


3.
Voting Agreement. Subscriber hereby covenants and agrees to vote the Securities (which shall have an aggregate of 2,500,000,000
votes) on any Reverse Stock Split Proposal (as defined in the Certificate of Designation) in the same proportion as the shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), are voted (excluding any shares of
Common Stock that are not voted, whether due to abstentions, broker non-votes or otherwise) on such proposal.


 


4.
Legend. Subscriber consents to the notation of the Securities with the following legend reciting restrictions on the transferability
of the Securities:


 




    	 



    	 



    

 


The
Securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and have not been registered under any state securities laws. These Securities may not be sold, offered for sale or transferred, without
first obtaining (i) an opinion of counsel satisfactory to the Company that such sale or transfer lawfully is exempt from registration
under the UNITED STATES Securities Act OF 1933, and under the applicable state securities laws or (ii) such registration. Moreover, these
Securities may be transferred only in accordance with the terms of the Company’s Certificate of Designation of Series B Preferred
Stock, a copy of which is on file with the Secretary of the Company.


 


5.
Accredited Status. Subscriber covenants, represents and warrants that it does qualify as an “accredited investor”
as that term is defined in Regulation D under the Securities Act.


 


6.
Holding Status. Subscriber desires that the Securities be held as set forth on the signature page hereto.


 


7.
Confidentiality. Subscriber will make no written or other public disclosures regarding the Company and its business, the terms
or existence of the proposed or actual sale of Securities or regarding the parties to the proposed or actual sale of Securities to any
individual or organization without the prior written consent of the Company, except as may be required by law.


 


8.
Notice. Correspondence regarding the Securities should be directed to Subscriber at the address provided by Subscriber to the
Company in writing.


 


9.
No Assignment or Revocation; Binding Effect. Neither this Agreement, nor any interest herein, shall be assignable or otherwise
transferable, restricted or limited by Subscriber without prior written consent of the Company. Subscriber hereby acknowledges and agrees
that Subscriber is not entitled to cancel, terminate, modify or revoke this Agreement in any way and that the Agreement shall survive
the death, incapacity or bankruptcy of Subscriber. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective heirs, legal representatives, successors and assigns.


 


10.
Indemnification. The Company agrees to indemnify and hold harmless the Subscriber and each current and future agent or representative,
if any, of the Subscriber from and against any and all costs, loss, damage or liability associated with this Agreement and the issuance
and voting of the Securities.


 


11.
Modifications. This Agreement may not be changed, modified, released, discharged, abandoned or otherwise amended, in whole or
in part, except by an instrument in writing, signed by the Subscriber and the Company. No delay or failure of the Company in exercising
any right under this Agreement will be deemed to constitute a waiver of such right or of any other rights.


 


12.
Entire Agreement. This Agreement and the exhibits hereto are the entire agreement between the parties with respect to the subject
matter hereto and thereto. This Agreement, including the exhibits, supersede any previous oral or written communications, representations,
understandings or agreements with the Company or with any officers, directors, agents or representatives of the Company.


 


13.
Severability. In the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable in any
jurisdiction, such paragraph or provision shall, as to that jurisdiction, be adjusted and reformed, if possible, in order to achieve
the intent of the parties hereunder, and if such paragraph or provision cannot be adjusted and reformed, such paragraph or provision
shall, for the purposes of that jurisdiction, be voided and severed from this Agreement, and the entire Agreement shall not fail on account
thereof but shall otherwise remain in full force and effect.


 


14.
Governing Law. This Agreement shall be governed by, subject to, and construed in accordance with the laws of the State of Nevada
without regard to conflict of law principles.


 




    	 



    	 



    

 


15.
Survival of Covenants, Representations and Warranties. Subscriber understands the meaning and legal consequences of the agreements,
covenants, representations and warranties contained herein, and agrees that such agreements, covenants, representations and warranties
shall survive and remain in full force and effect after the execution hereof and payment by Subscriber for the Securities.


 


For
good, valuable and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees that
by signing this Subscription and Investment Representation Agreement, and upon acceptance hereof by the Company, that the
terms, provisions, obligations and agreements of this Agreement shall be binding upon Subscriber, and such terms, provisions, obligations
and agreements shall inure to the benefit of and be binding upon Subscriber and its successors and assigns.


 


 


	SUBSCRIBER	 
	 	 	 
	By:	                         	 
	Name:		 


 


The
Company hereby accepts the subscription evidenced by this Subscription and Investment Representation Agreement:


 


	ESPORTS
    ENTERTAINMENT GROUP, INC.	 
	 		 
	By:		 
	Name:		 
	Title: