Exhibit 10.41


 





SECURITY
AGREEMENT


 


This
Security Agreement (“Agreement”) is made as of October 11, 2018 by and among Ourgame International
Holdings Limited, a Cayman Islands corporation (“Debtor”), Allied Esports International Holdings Limited,
a private limited company incorporated in Ireland (“Grantor”), Allied Esports International, Inc., a
Nevada corporation (“Allied Esports Nevada”), and the persons respectively set forth on Exhibit
A attached hereto (each, a “Secured Party,” and collectively, the “Secured Parties”).
Any references to “Esports Grantor(s)” in this Agreement shall refer to Debtor, Grantor and Allied Esports
Nevada together, and each of them.


 


RECITALS


 


WHEREAS, Ourgame International
Holdings Limited, a Cayman Islands corporation (“Debtor”) is issuing certain secured Convertible Promissory
Notes as set forth on Exhibit A (the “Notes”) to the Secured Parties in connection with
the offering of up to $10,000,000 (the “Offering Amount”) in Notes being conducted by Debtor on the date
hereof (the “Offering”) pursuant to that certain Convertible Note Purchase Agreement of even date herewith
(the “Note Purchase Agreement”) among Debtor and the Secured Parties;


 


WHEREAS, Grantor and
Allied Esports Nevada are indirect subsidiaries of Debtor and will receive substantial benefit from the Offering;


 


WHEREAS, as a condition
to each Secured Party’s participation in the Offering, Esports Grantor promised to grant to such Secured Party a security
interest in certain of the assets of Esports Grantor to secure Debtor’s timely payment and performance of all obligations
of Debtor set forth in the Note issued to such Secured Party, this Agreement and the Share Pledge Agreement (the “Secured
Obligations”), upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the premises stated in the Recitals which are hereby incorporated into this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


1.                  
Security Interest and Collateral. Esports Grantor hereby grants to each Secured Party a security interest (the “Security
Interest”) in the following property (collectively, the “Collateral”):


 


Any and all
furniture, fixtures, machinery, equipment, inventory, real property, cash, deposits (of every kind), receivables, accounts, securities,
vehicles, prepaid insurance, supplies, patents, patent rights, copyrights, trademarks, trade names, royalty rights, franchise rights,
chattel paper, license rights, documents, instruments, intellectual property, commercial tort claims, general intangibles and any
and all other goods, now owned or hereafter acquired by Esports Grantors or any of the subsidiaries of Grantor or Allied Esports
Nevada and wherever located, together with all substitutions and replacements for and products and proceeds of any of the foregoing
property and, in the case of all tangible Collateral, together with (a) all accessories, attachments, parts, equipment, accessions
and repairs now or hereafter attached or affixed to or used in connection with any such goods, and (b) all warehouse receipts,
bills of lading and other documents of title now or hereafter covering such Collateral. For clarity, “Collateral” shall
not include either (a) any of the Pledged Shares (as defined in the Share Pledge Agreement) or (b) any assets of the Pledged Issuers
(as defined in the Share Pledge Agreement).


 


For purposes of this
Agreement, “Secondary Collateral” means (i) all goods, inventory, equipment, fixtures, furniture, use
permits, liquor licenses, improvements and other personal property of Grantor, presently, or which may hereafter be, situated in
or on the Premises (as such term is defined in that certain Lease Agreement by and between Grantor and Ramparts, Inc. dated as
of March 23, 2017) (the “Lease Agreement”), (ii) all tangible personal property of Grantor which is now
or may hereafter serve and be located in the Premises, and (iii) all proceeds therefrom. Notwithstanding the foregoing, the following
shall be excluded from the Secondary Collateral (but included in the Primary Collateral): any name, copyright, trademark or other
intellectual property of Grantor and equipment such as copiers, computers and point-of-sale systems with a value of not more than
$10,000 that are customarily leased or financed). “Primary Collateral” means all Collateral that is not
Secondary Collateral.


 


 


 






    
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2.                  
Representations, Warranties and Covenants. Esports Grantors hereby jointly and severally represent, warrant and covenant
to each Secured Party as follows:


 


(a)               
The Collateral will be used primarily for business purposes. The principal executive office of Debtor, Grantor and Allied
Esports Nevada are located at Tower B Fairmont, No. 1 Building, 17th Floor, 33# Community, Guangshun North Street, Chaoyang District,
Beijing, 100102, China , 70 Sir John Rogerson’s Quay, Dublin 2, Ireland and 450 Fremont Street, Las Vegas, Nevada, 89101,
USA, respectively.


 


(b)               
Esports Grantor has all necessary power and authority to enter into this Agreement and grant the Security Interests contemplated
hereby of behalf of itself and its subsidiaries; Esports Grantor (or a subsidiary it controls) is the sole owner of and will have
good and marketable title to the Collateral (other than sales of Collateral in the ordinary course of its business) and, except
for the Rampart Lien (defined below), no person other than the Secured Parties will have any right, title, claim or interest (by
way of security interest, mortgage, pledge, lien, charge or other encumbrance in), against or to the Collateral;


 


(c)               
Esports Grantor agrees to do all reasonable acts (including execution of such other documents as a Secured Party may reasonably
request) that may be reasonably necessary to maintain, preserve, protect and defend the Collateral, including Esports Grantor’s
title thereto, and the Security Interest therein, including, without limitation, to execute, deliver or endorse any and all instruments,
documents, assignments, security agreements and other agreements and writings that a Secured Party may at any time reasonably request
in order to secure, protect, perfect or enforce the Security Interest and such Secured Party’s rights under this Agreement
(the costs of which shall be paid by Grantor);


 


(d)               
Esports Grantor hereby consents to the filing of any Uniform Commercial Code Financing Statements or foreign equivalent
from time to time that a Secured Party deems necessary to perfect the Security Interest, the costs of which shall be paid by Esports
Grantor;


 


(e)               
Esports Grantor shall not, without the prior written consent of each Secured Party, pledge, mortgage, encumber, or otherwise
permit the Collateral to be subject to any lien, security, or charge other than the Security Interest (except that each Secured
Party acknowledges and agrees that its security interest in the Secondary Collateral is a second-lien security interest subordinate
to the security interest of Ramparts, Inc. in connection with the Lease Agreement (the “Rampart Lien”);


 


(f)                 Esports
Grantor shall not, without the prior written consent of each Secured Party, remove the Collateral or any records concerning the
Collateral from its chief executive office, in each case except in the ordinary course of business;


 


(g)               
Esports Grantor shall not change its legal name, location, mailing address, type of organization, jurisdiction of organization,
or chief executive office prior to giving at least 10 business days’ written notice to each Secured Party;


 


(h)               
All rights to payment and all instruments, documents, chattel papers and other agreements constituting or evidencing Collateral
are (or will be when arising or issued) the valid, genuine and legally enforceable obligation, subject to no defense, set-off or
counterclaim (other than those arising in the ordinary course of business) of each account debtor or other obligor named therein
or in Esports Grantor’s records pertaining thereto as being obligated to pay such obligation;


 


(i)                
Esports Grantor directly holds and has good right, title and interest to substantially all of the business and assets of
the esports business of Debtor and its affiliates;


 


(j)                
Except in the ordinary course of business, Esports Grantor shall not transfer, sell, assign, dispose any of the Collateral,
or engage in any transaction involving the merger, sale or consolidation of Esports Grantor other than pursuant to the transactions
contemplated by that certain Term Sheet dated September 25, 2018, as amended or supplemented from time to time, among Debtor, Grantor
and Black Ridge Acquisition Corp; and


 


(k)               
Esports Grantor shall provide its financial statements and its other books and records with respect to Esports Grantor and
the Collateral as a Secured Party may reasonably request in writing from time to time.


 


 


 






    
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3.                  
Remedies.


 


(a)               
As used herein, the term “Event of Default” shall mean the occurrence of any of the following:


 


(1)               
Failure of Debtor at any time to pay in full and as and when due any of the Secured Obligations or to perform any of the
warranties, covenants or provisions contained or referred to in this Agreement or in any other agreement, document or other instrument
evidencing any of the Secured Obligations, in each case within 30 days after written notice of such failure is delivered to Debtor
and Grantor by a Secured Party;


 


(2)               
Failure of Debtor, Grantor or Allied Esports Nevada at any time to perform any of the warranties, covenants or provisions
contained or referred to in this Agreement, the Notes, the Note Purchase Agreement or the Share Pledge Security Agreement, of even
date herewith, by and among Debtor, Secured Parties and the other parties named therein (the “Share Pledge Agreement”),
provided, however, to the extent such failure to perform is capable of being cured, such failure is not cured within
30 days after written notice of such failure is delivered to Grantor by a Secured Party;


 


(3)               
Any other Event of Default under any of the Notes; or


 


(4)               
Esports Grantor’s subjecting the Collateral to execution or other judicial process, or the loss, theft, substantial
damage, destruction or transfer (other than in the ordinary course of Esports Grantor’s business) of any of the Collateral.


 


(b)               
Upon the occurrence of an Event of Default, each Secured Party, subject to Section 4 below:


 


(1)               
Shall have and may exercise all rights and remedies accorded to secured parties upon a debtor’s default under the
Uniform Commercial Code, as adopted in the State of California and/or foreign equivalent or other applicable law with respect to
the Primary Collateral;


 


(2)               
May declare payment of all of the Secured Obligations, in whole or in part, immediately due and payable without demand or
notice; and


 


(3)               
May require Esports Grantor to take any and all action necessary to make the Primary Collateral available to such Secured
Party.


 


(c)               
In the event that a deficiency with respect to the Secured Obligations exists after Secured Parties have used reasonable
efforts to exercise all available self-help remedies available under the California UCC against the Primary Collateral (and, for
clarity, in no event shall the Secured Parties be required to engage in or defend any litigation proceeding in so doing), each
Secured Party, subject to Section 4 below:


 


(1)               
Shall have and may exercise all rights and remedies accorded to Secured Parties upon a debtor’s default under the
Uniform Commercial Code, as adopted in the State of California and/or foreign equivalent or other applicable law with respect to
the Secondary Collateral; and


 


(2)               
may require Esports Grantor to take any and all action necessary to make the Secondary Collateral available to such Secured
Party.


 


(d)               
Any deficiency with respect to the Secured Obligations that exists after the Secured Parties have used reasonable efforts
to exercise all available self-help remedies available under the California UCC against the Primary Collateral and Secondary Collateral
as described in Section 3(b) and (c) above shall be a continuing liability of Debtor and Esports Grantor to such Secured Party
and Secured Party can then pursue its rights with respect to any such continuing liability pursuant to that certain Share Pledge
Security Agreement by and among Ourgame International Holdings Limited, the Secured Parties, and other parties thereto.


 


 


 






    
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(e)               
Upon the occurrence of an Event of Default, Esports Grantor shall pay the Secured Parties’ reasonable out of pocket
expenses to enforce their remedies under this Agreement. Each Secured Party acknowledges and agrees that all reasonable expenses
incurred by any Secured Party to enforce its remedies under this Agreement will be paid in first priority from any proceeds received
by any Secured Party in connection with such enforcement (unless paid directly by Esports Grantor), and thereafter any remaining
proceeds shall be divided amongst all Secured Parties pro rata based on the outstanding principal and interest owing on each Note
issued to the Secured Parties as of the date of receipt of such proceeds. All proceeds from the sale, collection or other disposition
of the Collateral in connection with any enforcement shall be distributed on a pari passu basis based on the Secured Parties’
pro rata interest of the aggregate outstanding principal amount and interest owing under the Notes.


 


4.                  
General Provisions.


 


(a)               
Except as provided in paragraph (b) below, this Agreement can be waived, modified, amended, terminated or discharged, only
explicitly in a writing signed by each Secured Party and Esports Grantor. A waiver signed by a Secured Party, and a consent provided
by a Secured Party pursuant to this Agreement, shall be effective only in the specific instance and for the specific purpose given.
Mere delay or failure to act shall not preclude the exercise or enforcement of any Secured Party’s rights or remedies. Any
amendment that the Esports Grantor agrees to with any one Secured Party must be presented to each other Secured Party as soon as
is practicable thereafter so that such other Secured Party may elect, in each such Secured Party’s sole discretion, to enter
into the same amendment with the Esports Grantor.


 


(b)               
At any time after the date of this Agreement, and so long as the total amount loaned by the Secured Parties under the Notes
and secured by Esports Grantor does not exceed the Offering Amount, at any time after the date of this Agreement, one or more additional
persons or entities may become a Secured Party under this Agreement by executing and delivering to Esports Grantor a counterpart
of this Agreement. Immediately upon such execution and delivery in conjunction with the delivery of proceeds of such Secured Party’s
Note (and without any further action), each such additional person or entity will become a party to, and will be entitled to the
rights and benefits of, this Agreement as a Secured Party hereunder. Upon such event, and notwithstanding paragraph (a) above,
Exhibit A to this Agreement may be amended by Esports Grantor without the approval of any other Secured Party to
reflect the new Secured Party’s Note.


 


(c)               
All rights and remedies of the Secured Parties shall be cumulative and, except as expressly set forth herein, may be exercised
singularly or concurrently, at the Secured Parties’ option, and the exercise or enforcement of any one such right or remedy
shall neither be a condition to nor bar the exercise or enforcement of any other right or remedy.


 


(d)               
All notices to be given to Esports Grantor shall be deemed sufficiently given at the time of receipt after deposit in the
United States mails, registered or certified, postage prepaid, or when personally delivered to Esports Grantor at its address set
forth in Section 2(a) above.


 


(a)               
DAMAGES WAIVER. THE SECURED PARTIES DO NOT HAVE ANY FIDUCIARY RELATIONSHIP WITH, OR FIDUCIARY DUTY TO, THE DEBTOR
OR ESPORTS GRANTORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES AND THE RELATIONSHIP BETWEEN THE SECURED PARTIES
AND THE PLEDGORS, ON THE OTHER, IN CONNECTION HEREWITH AND THEREWITH IS SOLELY THAT OF CREDITOR AND DEBTOR. TO THE EXTENT PERMITTED
BY APPLICABLE LAW, NEITHER DEBTOR NOR ESPORTS GRANTORS SHALL ASSERT, AND THEY HEREBY WAIVE, ANY CLAIMS AGAINST THE SECURED PARTIES
ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING
OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, THE NOTES, ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


(e)               
This Agreement shall be binding upon and inure to the benefit of Esports Grantor and the Secured Parties and their respective
heirs, representatives, successors and assigns. Esports Grantor shall not assign any of its duties herein without the prior written
consent of each Secured Party. A Secured Party may assign its interests hereunder in connection with an assignment of its respective
Note; provided that prior to such assignment, the transferee executes a joinder to this Agreement and agrees to be bound by the
terms and conditions herein, in form and substance acceptable to Esports Grantor and the remaining Secured Parties.


 


 


 






    
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(f)                
Except to the extent otherwise required by law, this Agreement shall be governed by the laws of the State of California
without regard to its conflicts-of-law principles and, unless the context otherwise requires, all terms used herein which are defined
in Articles 1 and 9 of the Uniform Commercial Code. The venue for any action hereunder shall be in the State of California,
County of Orange, and the federal courts located in the Central District of the State of California, whether or not such venue
is or subsequently becomes inconvenient, and the parties consent to the jurisdiction of such courts.


 


(g)               
If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability
shall not affect other provisions or applications which can be given effect, and this Agreement shall be construed as if the unlawful
or unenforceable provision or application had never been contained herein or prescribed hereby.


 


(h)               
This Agreement may be executed in two or more counterparts, all of which together shall be deemed one original. Signatures
may be delivered by electronic transmission.


 


(i)                
Esports Grantors hereby authorize each Secured Party to file a copy of this Agreement as a financing statement with government
authorities to the extent necessary to perfect Secured Party’s security interest in the Collateral. Esports Grantors hereby
irrevocably authorize each Secured Party at any time and from time to time to file in any filing office in any jurisdiction, to
the extent necessary to perfect Secured Party’s security interest granted hereunder, any initial financing statements and
amendments thereto that indicate the Collateral as all assets of Esports Grantors, whether now owned or hereafter acquired or arising,
and all proceeds and products thereof and as being of an equal or lesser scope or with greater detail. The security interest of
the Secured Parties in the Collateral shall be pari passu in all respects regardless of the time or order of attachment
or perfection of such security interest, the time or order of filing of financing statements, or any other circumstances whatsoever.


 


(j)                
Secured Parties acknowledge that they have agreed to cooperate in exercising their rights hereunder as set forth in Section
4.1 of the Note Purchase Agreement.


 


[signature page follows]


 


 


 


 


 


 


 






    
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In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 





	 	DEBTOR:
	 	 
	 	Ourgame
International Holdings Limited
	 	 
	 	 
	 	By:                                                                                       
	 	Name:
	 	Its:
	 	 
	 	GRANTOR:
	 	 
	 	ALLIED
ESPORTS INTERNATIONAL HOLDINGS LIMITED
	 	 
	 	 
	 	By:                                                                                        
	 	Name:
	 	Its:
	 	 
	 	ALLIED
ESPORTS NEVADA:
	 	 
	 	ALLIED
ESPORTS INTERNATIONAl, INC.
	 	 
	 	 
	 	By:                                                                                        
	 	Name:
	 	Its:



 


 


 


 


 


 


 


 


 






    
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	 	Signature page for that certain
Security Agreement dated as of October 11, 2018 by and among Allied Esports International Holdings Limited, Allied Esports International,
Inc. and Secured Party (as defined therein) (the “Agreement”). The undersigned hereby executes a counterpart
thereof for purposes of becoming a Secured Party under the Agreement.
	 	 
	 	Dated: ________________, 2018
	 	 
	 	[INSERT
SECURED PARTY NAME]
	 	 
	 	 
	 	By:                                                                                        
	 	Name:                                                                                  
	 	Title:                                                                                   






 


 


 


 


 


 


 


 


 


 


 


 


 






    
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EXHIBIT A


SECURED CONVERTIBLE PROMISSORY NOTES


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    
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