Exhibit 10.2


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


EMPLOYMENT
AGREEMENT


 


This
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated effective as of April 24, 2020 by and among
Ourgame International Holdings Limited, a Cayman Islands corporation (“Ourgame”), Allied Esports Entertainment,
Inc. (formerly known as Black Ridge Acquisition Corp.), a Delaware corporation (“AESE”), Trisara Ventures,
LLC (“Trisara Ventures”), and Adam J. Pliska (“Employee”). Ourgame, AESE, Trisara Ventures
and Employee are collectively referred to as the “Parties.”


 


A.
Trisara Ventures and Employee provide services for the benefit of WPT Enterprises, Inc. (“WPT”), a
wholly-owned subsidiary of Ourgame, and its affiliates, pursuant to the Executive Engagement Agreement dated as of January
24, 2018, by and among Ourgame, Trisara Ventures and Employee (as amended by that certain Amendment 1 dated June 2018, the
“Employment Agreement”);


 


B.
AESE consummated the merger transaction (the “Merger”) on August 9, 2019 (the “Effective
Date”), as contemplated in that certain Agreement and Plan of Reorganization dated as of December 19, 2018, as
amended on August 5, 2019, by and among AESE, Black Ridge Merger Sub Corp., Allied Esports Media Inc. (f/k/a Allied Esports
Entertainment, Inc.), Noble Link Global Limited, Ourgame, and Primo Vital Ltd.;


 


C. In
connection with the Merger, the Parties wish to enter into this Agreement to, among other things, except as set forth below,
assign the right and obligations of Ourgame under the Employment Agreement from Ourgame to AESE, and AESE’s assumption
of the same, as of the Effective Date;


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


1. Assignment
and Assumption. Effective as of the Merger, (a) Ourgame hereby assigns to AESE all of Ourgame’s rights, title and
interest in, to and under the Employment Agreement, and AESE hereby accepts the same and assumes all obligations of Ourgame
under the Employment Agreement; and (b) all references to the “Company” contained in the Employment Agreement
shall be understood to be references to AESE. Trisara and Employee hereby consent to the foregoing assignment and assumption
of the Employment Agreement.


 


2. Amendment
to Employment Agreements. AESE, Trisara and Employee agree that the following terms of the Employment Agreement are
amended as follows:


 


		a.	Trisara
                                         is no longer a party to the Employment Agreement. All fees paid under the Employment
                                         Agreement are paid to Employee, and not Trisara, and any obligations of Trisara set forth
                                         in the Employment Agreement will be satisfied by Employee.



 


		b.	No
                                         compensation shall be paid for Employee’s service as a director of AESE or its
                                         affiliates other than compensation established and approved by the Board of Directors
                                         of AESE. 



 


		c.	Section
                                         3 of the Employment Agreement, providing that Employee is entitled to $315,000 in annual
                                         employee compensation (currently 334,326.72) and $85,000 in annual consultancy and board
                                         compensation is amended to provide that the $85,00 payment shall be for employment services
                                         only and not for any consulting or board services, and such $85,000 payment shall be
                                         paid in two equal installments on or about June 30 and December 31 of each calendar year.
                                         Effective as of May 1, 2020, Employee’s compensation shall be reduced by 10% for
                                         a six-month period.



 






     


     


    

 


		d.	Employee’s
                                         bonus eligibility for services in the calendar year 2020 shall be upon those terms and
                                         conditions approved by the Board, which shall control over Section 3, bullet 2 of the
                                         Employment Agreement.



 


		e.	Section
                                         5(d), providing that Trisara’s compensation will increase from $85,000 per year
                                         to $150,000 per year for consulting services upon the Termination of Employee or sale
                                         of WPT, is deleted.



 


3. Satisfied
Obligations. Notwithstanding Section 1, the Parties acknowledge and agree that the following obligations set forth in the
Employment Agreement are no longer part of the Employment Agreement, and have been satisfied or are superseded by subsequent
agreements as follows:


 


		a.	The
                                         Company’s obligations with respect to any spin off set forth in Section 3, bullet
                                         4 have been satisfied;



 


		b.	Trisara’s
                                         obligation to perform consulting and board related duties set forth in Section 1, bullet
                                         6 have been satisfied;



 


		c.	The
                                         Company’s payment obligations upon the sale or disposition of the Company set forth
                                         in Section 3, bullet 5 are subject to a new agreement between AESE and Employee;



 


		d.	The
                                         Company’s payment obligation for up to $1,500,000 based upon the profitability
                                         of the Company has been satisfied



 


4. 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.


 


5. 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 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.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed as of the date first written
above.


 


	 	OURGAME INTERNATIONAL HOLDINGS LIMITED
	 	 
	 	By:	/s/ Eric Yang
	 	Name:	Eric Yang
	 	Its:	CEO            
	 	 
	 	ALLIED ESPORTS ENTERTAINMENT, INC.
	 	 
	 	By:	/s/ Frank Ng
	 	Name:	Frank Ng
	 	Its:	CEO




 


Employee
hereby consents to the terms and conditions of the Agreement.


 


	 	/s/ Adam Pliska
	 	Adam J. Pliska




 


Trisara
Ventures, LLC herby consents to the terms and conditions of the Agreement.


 


	 	TRISARA VENTURES, LLC
	 	 
	 	By:	/s/ Adam Pliska
	 	Name:	Adam Pliska
	 	Its:	CEO




 


[Signature
page to Assignment and Assumption Agreement]




 


 


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