Exhibit 10.25


 


LOCK UP LETTER AGREEMENT


WARRANT EXCHANGE SHARES ONLY


 


Maxim Group LLC


The Chrysler Building


405 Lexington Ave


New York, NY 10174


 


As Representative of the several Underwriters
named on Schedule 1 to the Underwriting Agreement referenced below.


 


Ladies and Gentlemen:


 


The undersigned understands
that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting
Agreement”) providing for the purchase by the Underwriters of shares (“Shares”) of Common Stock, par value $0.001
per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants” and collectively with
the Shares, the “Securities”), of Esports Entertainment Group, Inc., a Nevada corporation (the “Company”),
and that the Underwriters propose to reoffer the Securities to the public (the “Offering”). Notwithstanding anything
contained herein, the lock up provisions set forth below shall be applicable only to those shares of Common Stock issued to the
undersigned in exchange of certain warrants to purchase Common Stock pursuant to a warrant exchange agreement dated on or about
January 17, 2020.


 


In consideration of
the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, the undersigned
will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction
or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the
future of) any shares of Common Stock (including, without limitation, Common Stock that may otherwise be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission), (2) enter into
any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Common Stock or other securities, in cash or otherwise, (3) except as provided for below, make any demand for or exercise any
right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any
shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of
the Company, or (4) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending
on the 120th day after the date of the Prospectus relating to the Offering (such 120-day period, the “Lock-Up Period”).


 




     


     


    

 


The foregoing paragraph shall not apply
to (a) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of
the Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), shall be required or shall be voluntarily made in connection with such transfers; (b) bona fide gifts, sales or other
dispositions of shares of any class of the Company’s capital stock or any security convertible into Common Stock, in each
case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of
the undersigned, including its partners (if a partnership) or members (if a limited liability company); (c) any transfer of shares
of Common Stock or any security convertible into Common Stock by will or intestate succession upon the death of the undersigned;
(d) transfer of shares of Common Stock or any security convertible into Common Stock to an immediate family member (for purposes
of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct or indirect
benefit of the undersigned or any immediate family member of the undersigned; provided that, in the case of clauses (b)- (d) above,
it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter
Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee
were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation
the disclosure requirements of the Securities Act of 1933, as amended, (the “Securities Act”) and the Exchange Act)
to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the
expiration of the 120-day period referred to above, and (iii) the undersigned notifies the Representatives at least two business
days prior to the proposed transfer or disposition; (e) the transfer of shares to the Company to satisfy withholding obligations
for any equity award granted pursuant to the terms of the Company’s stock option/incentive plans, such as upon exercise,
vesting, lapse of substantial risk of forfeiture, or other similar taxable event, in each case on a “cashless” or “net
exercise” basis (which, for the avoidance of doubt shall not include “cashless” exercise programs involving a
broker or other third party), provided that as a condition of any transfer pursuant to this clause (e), that if the undersigned
is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of
Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock during the Lock-Up Period, the
undersigned shall include a statement in such report, and if applicable an appropriate disposition transaction code, to the effect
that such transfer is being made as a share delivery or forfeiture in connection with a net value exercise, or as a forfeiture
or sale of shares solely to cover required tax withholding, as the case may be; (f) transfers of shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer made
to all holders of the Common Stock, merger, consolidation or other similar transaction involving a change of control (as defined
below) of the Company, including voting in favor of any such transaction or taking any other action in connection with such transaction,
provided that in the event that such merger, tender offer or other transaction is not completed, the Common Stock and any security
convertible into or exercisable or exchangeable for Common Stock shall remain subject to the restrictions set forth herein; (g)
the exercise of warrants or the exercise of stock options granted pursuant to the Company’s stock option/incentive plans
or otherwise outstanding on the date hereof; provided, that the restrictions shall apply to shares of Common Stock issued upon
such exercise or conversion; (h) the establishment of any contract, instruction or plan that satisfies all of the requirements
of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Common Stock or securities
convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration
of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan
in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily
effect any such public filing or report regarding such Rule 10b5-1 Plan; and (i) any demands or requests for, exercise any right
with respect to, or take any action in preparation of, the registration by the Company under the Act of the undersigned’s
shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the
exercise of any such right and no registration statement shall be filed under the Act with respect to any of the undersigned’s
shares of Common Stock during the Lock-Up Period. For purposes of clause (f) above, “change of control” shall mean
the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result
of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock
of the Company.


 




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The undersigned also
agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the
transfer of the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with this Lock-Up
Letter Agreement.


 


It is understood that,
if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does
not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate
or be terminated prior to payment for and delivery of the Securities, the undersigned will be released from its obligations under
this Lock-Up Letter Agreement.


 


The undersigned understands
that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.


 


Whether or not the
Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to
an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.


 


This Lock-Up Letter
Agreement shall automatically terminate and shall be void and of no further force or effect upon the earliest to occur, if any,
of (1) the termination of the Underwriting Agreement before the sale of any Securities to the Underwriters or (2) February 28,
2020, in the event that the Underwriting Agreement has not been executed by that date.


 


This Lock-Up Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws
principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.


 


[Signature page follows]


 




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The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned
will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall
be binding upon the heirs, personal representatives, successors and assigns of the undersigned.


 


Very truly yours,


 


	For Individuals	 	For Entities
	 	 	 
	 	 	 
	Name of Individual	 	Name of Entity
	 	 	 
	 	 	 
	Signature of Individual	 	Signature of Authorized Person
	 	 	 
	_______________	 	 
	Date	 	Print Name of Authorized Person
	 	 	 
	 	 	 
	 	 	Print Title of Authorized Person
	 	 	 
	 	 	______________
	 	 	Date


 


 


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