Exhibit 10.51


 


LETTER AGREEMENT


 


This
letter agreement (the “Letter”) is entered into by Adam J. Pliska (“Pliska”) and Ourgame
International Holdings Limited (“Ourgame”) in connection with an Executive Employment Agreement, dated as of
January 24, 2018, by and between Pliska and Ourgame (the “Employment Agreement”) and as amended in June 2018
(the “Amendment”, and together with the Employment Agreement, the “Agreement”). All capitalized
terms not defined herein shall have the meaning set forth in the Agreement.


 


The
purpose of this Letter is to establish that, effective as of December 31, 2018 (the “Payment Earning Date”), Pliska
earned the full profitability incentive payment of $1,500,000 set forth in Section 3, bullet 5 of the Agreement (the “Incentive
Payment”). As such, as of the Payment Earning Date, Pliska will be entitled to receive the Incentive Payment in
full. Notwithstanding the foregoing, Pliska agrees and acknowledges that Ourgame is in the process of entering into a reverse
merger transaction pursuant to an Agreement and Plan of Reorganization by and among Black Ridge Acquisition Corp., a Delaware
corporation, Black Ridge Merger Sub Corp., a Delaware corporation, Allied Esports Entertainment, Inc., a Delaware
corporation, Noble Link Global Limited, a British Virgin Islands exempted company, Ourgame, and Primo Vital Ltd., a British
Virgin Islands exempted company (the “Merger Agreement”). Ourgame believes that the transactions
contemplated by the Merger Agreement will close in Q1 of 2019 (i.e. on or before March 31, 2019) (the “Cutoff
Date”). Pliska and Ourgame hereby agree and acknowledge as follows:


 


		•	Pliska agrees that Ourgame can delay payment of the Incentive Payment until
the first to occur of (i) the closing of the transactions contemplated by the Merger Agreement, or (ii)
the Cutoff Date.



 


		•	Nothing in this letter serves as a waiver by Pliska of his right to receive
the Incentive Payment. If Pliska has not received the Incentive Payment on or before the Cutoff Date, he will be entitled to any
and all remedies available to him against Ourgame and its subsidiaries to enforce payment of the Incentive Payment.



 


This
Letter and the Agreement constitute the entire agreement and understanding among the parties hereto in respect of the subject
matter hereof and supersede all prior and contemporaneous arrangements, agreements and understandings, whether oral or
written and whether express or implied. This Letter shall be governed by and construed in accordance with the laws of
California, excluding any conflict or choice of law rule or principle that might otherwise refer construction or
interpretation thereof to the substantive laws of another jurisdiction. The parties hereby expressly consent to the personal
and exclusive jurisdiction and venue of the state and federal courts located in Orange County, California. No amendment or
modification of any provision of this Letter shall be effective unless signed in writing


 


 


OURGAME HOLDINGS INTERNATIONAL LIMITED


 


	By: /s/ Kwok Leung Frank NG                      	/s/ Adam J. Pliska                                            
	Name: Kwok Leung Frank NG	Adam J. Pliska
	Title: Co-CEO	 
	Date: 12/19/2018	 









 


 


 


 


 


 


 






    
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