Form 10-K Allied Esports Entertain For: Dec 31

Exhibit 10.14

 

RELEASE AND NON-DISPARAGEMENT AGREEMENT

 

This RELEASE AND NON-DISPARAGEMENT AGREEMENT (the “Agreement”) is made as of March 7, 2022 (the “Effective Date”), by and between Jerry Lewin (“Lewin”) and Allied Esports Entertainment, Inc., a Delaware corporation (the “Company”), collectively referred to as the “Parties.”

 

RECITALS

 

WHEREAS, Lewin served as a member of the Board of Directors of the Company (the “Board”), a member of the Company’s Audit and Esports Committees and Chairman of the Company’s Compensation Committee, until his resignation effective February 18, 2022;

 

WHEREAS, in consideration of Lewin’s service on the Board and such committees, and the covenants made by Lewin set forth in this Agreement, the Company has agreed to, among other things, pay Lewin $25,000, subject to the terms and conditions of this Agreement;

 

NOW, THEREFORE, in consideration of these premises and the mutual promises contained herein, the parties agree as follows:

 

1. Payment. The Company shall pay to Lewin compensation of $25,000 in immediately available funds (the “Payment”) pursuant to the wiring instructions of Lewin, within three business days after the date hereof.

 

2. Release and Covenant Not to Sue. Subject to Lewin’s receipt of the Payment, Lewin, for and on behalf of himself and his agents, affiliates, and representatives, knowingly and voluntarily releases and forever discharges the Company, its subsidiaries and affiliates, and each of their respective present and former directors, officers, executives, employees, attorneys, agents, representatives, executives, successors and assigns (each, a “Released Party,” and collectively, the “Released Parties”) from any and all past, present and future claims, demands, liabilities, judgments and causes of action, at law or in equity, known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or not accrued, which undersigned ever had, presently has, might have in the future, claim to have, or claim to have had against any of the Released Parties of any kind or nature whatsoever through the Effective Date; provided that the foregoing shall not waive Lewin’s rights set forth in this Agreement, including Section 4.

 

3. Non-Disparagement. Except as may be required by applicable law, regulation, or court order, Lewin agrees that he will not make, or cause or attempt to cause any other person, association, firm, or entity, to make, any statements, either written or oral, or convey any information about the Released Parties to any third party, that is disparaging or that in any way reflects negatively upon the character, personality, integrity, or performance of any Released Party, or that are directly or indirectly damaging to the reputation of any Released Party.

 

 

4. Prior Acts Coverage. The Company shall ensure that Lewin retains his rights to coverage under the Company’s director and officer insurance policies, and to indemnification under the Company’s charter documents, in each case in connection with his prior services as a director of the Company, for a period of at least five years after the Effective Date.

 

5. Vesting of Options. The Company agrees that, notwithstanding anything to the contrary set forth in the Option Agreement dated May 6, 2021 between the Company and Lewin, that: (i) all 40,000 options subject to such agreement shall be fully vested, and (ii) the Company hereby waives Section 5(d) of such agreement, and such options will not terminate until May 6, 2031.

 

6. Representation. Lewin understands, acknowledges, and agrees that Maslon LLP (“Maslon”) represents the Company only and has never previously and does not currently represent Lewin in any matter. Lewin further understands, acknowledges, and agrees that he has not looked to or relied upon Maslon for legal representation regarding this Agreement, and has had the opportunity to obtain separate legal counsel with respect to this Agreement. Lewin is relying on his own experience, counsel and advisors and not on Maslon or any statements or representations of the Company or its agents for legal or other advice with respect to this Agreement.

 

7. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof. It supersedes any prior agreement or understanding among the Parties, and it may not be modified except in writing by the Parties’ mutual consent. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict or choice of law principles that would result in the application of any law other than that of the State of Delaware.

 

8. Remedies. Each Party agrees that money damages may not be a sufficient remedy for the breach of this Agreement and that, in addition to all other remedies, the Company will be entitled to seek injunctive or other equitable relief as a remedy for any breach of this Agreement. In addition, each Party hereby waives any requirement for the securing or posting of any bond in connection with any such remedy.

 

9. Successors; Assignment. This Agreement, and any and all rights, duties and obligations hereunder, shall be binding upon and inure to the benefit and detriment of the successors and assigns of the parties hereto; provided, however, that this Agreement shall not be assigned, transferred, or delegated by Lewin without the prior written consent of the Company.

 

10. Counterparts. The signature pages hereto may be executed in counterparts, all of which together shall constitute one and the same document, together with the text of this Agreement. Signature pages delivered by electronic transmission shall have the same binding force and effect as the delivery of original signatures.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

 

LEWIN:
/s/ Jerry Lewin
Name: Jerry Lewin

 

COMPANY:
ALLIED ESPORTS ENTERTAINMENT, INC.
By:	/s/ Lyle Berman
	Lyle Berman, Interim Chief Executive Officer

 

 

3

 

Exhibit 10.15

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (the “Agreement”) is dated effective April 15, 2022 and made

BETWEEN:

(1)

ALLIED ESPORTS ENTERTAINMENT INC., a company incorporated in the State of Delaware with limited liability and listed on the NASDAQ Stock Market (Nasdaq: AESE) (“AESE”) with registered office in the United States at 160 Greentree Drive, Suite 101, Dover, DE 19904, County of Kent; and

(2)

OURGAME INTERNATIONAL HOLDINGS LIMITED 聯眾國際控股有限公司, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and with company number OI-283325, and registered as a non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622) of the Laws of Hong Kong with company number 62840090-000-02-21-3 and listed on the main board of The Stock Exchange of Hong Kong Limited (stock code: 6899) (“Ourgame”) with registered office in Hong Kong at 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

1.

RECITALS

(a)

Ourgame, through its wholly-owned subsidiary, Primo Vital Limited, is the beneficial owner of certain outstanding common stock of AESE.

(b)

Pursuant to Clause 4 of the Amendment to Agreement and Plan of Reorganization (the “Amendment”) entered into between AESE, formerly known as “Black Ridge Acquisition Corp.” , Allied Esports Media, Inc. (“Allied Esports”), Noble Link Global Limited and Ourgame on August 5, 2019, Ourgame is entitled to retain “… US$1,000,000 of loan proceeds from the Interim Financing for payment of the accounting, finance and legal expenses incurred by Ourgame to obtain shareholder approval and Hong Kong Stock Exchange approval of the Mergers …” (the “Retained Loan Proceeds”);

(c)

On July 12, 2021, AESE consummated the disposition of the entire equity interests of Club Services, Inc. (“Club Services”), pursuant to the terms of the Amended and Restated Stock Purchase Agreement dated as of March 29, 2021, as amended on March 29, 2021, by and among AESE, Allied Esports, Club Services, Inc. and Elements Partners, LLC (the “Transaction”).

(d)

The Transaction constituted a very substantial disposal (as defined by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“HKEX”)) to Ourgame and Ourgame incurred various fees in this regard in connection with, among other things, obtaining the approval of its Board of Directors, stockholders and the HKEX (the “Transaction Fees”).

(e)

Ourgame previously delivered to AESE an invoice seeking an aggregate reimbursement of $2,300,000 related to the Retained Loan Proceeds and $1,300,000 of Transaction Fees.

(f)

AESE and Ourgame disagree as to whether (i) AESE previously paid or Ourgame retained the Retained Loan Proceeds, and (ii) AESE previously agreed to reimburse to Ourgame any Transaction Fees.

(g)

The parties have agreed to finally and fully resolve such disagreement upon the terms and conditions set forth in this Agreement.

2.

Payment to ourgame

As the full and final settlement of any and all claims of Ourgame related to the Retained Loan Proceeds and Transaction Fees, AESE agrees to reimburse Ourgame an aggregate of $1,800,000 USD, which shall be payable within five business days after the date hereof, via wire transfer in accordance with the wire instructions provided by Ourgame (the “Settlement Payment”):

3.

RELEASE OF CLAIMS

Ourgame, in consideration of and subject to its receipt of the Settlement Amount, on its own behalf and on behalf of its representatives, officers, directors, employees, agents, advisors, stockholders, and other persons acting under the direction, control, or on behalf of Ourgame (collectively, the “Releasing Parties”), irrevocably waives, releases, and discharges, to the fullest extent permitted by applicable law, any and all claims, demands, causes of action, suits, controversies, losses, damages, costs, expenses, attorneys’ fees, obligations, and rights to relief, and all other unspecified claims or damages of any kind, whether known or unknown, asserted or unasserted, accrued or unaccrued as of the date of this Agreement, against AESE, Allied Esports, or their representatives, officers, directors, employees, agents, advisors, stockholders, and other persons acting under the direction, control, or on behalf of AESE or Allied Esports (the “Released Parties”) that are based in whole or in part on any and all acts and omissions occurring prior to the date of this Agreement, including but not limited to the Amendment, Retained Loan Proceeds, Transaction Fees and the Transaction (the “Released Claims”).

It is the agreement and intention of the parties that this Agreement, including the release set forth above, shall operate as a full and final settlement of any and all past, present and future liabilities owed to any and all of the Releasing Parties arising out of or under or relating to, directly or indirectly, the Released Claims; provided, however, that nothing contained herein shall release any party of obligations set forth in this Agreement.

4.

NO FURTHER OBLIGATIONS

No Released Party shall be responsible or obliged to pay any Releasing Party, or any vendor thereof, for any fees or expenses incurred or expended by or on behalf of any Releasing Party related to or arising from any actual or proposed subsequent transactions involving the Released Parties, including but not limited to any sale, license or other disposition of the assets, capital stock, investments or businesses of AESE or any of its subsidiaries, including but not limited to Allied Esports International, Inc., or any acquisition of any company or business by AESE, whether such fees relate to Ourgame’s obligations under the HKEX, the solicitation or approval of Ourgame’s Board of Directors or stockholders, or otherwise. The Releasing Parties acknowledge and agree that such fees and expenses shall be borne solely by Ourgame, and not any Released Party.

5.

GOVERNING LAW

All disputes, whether equitable or legal in nature, that arise under this Agreement that relate in any way to the rights or duties of the parties hereto or thereto, shall be governed by the internal laws of the state of New York, USA, without regard to the conflict or choice-of-laws provisions thereof..

6.

CONSENT TO JURISDICTION

The laws of the State of New York will govern the validity, construction, and performance of this Agreement, without regard to the conflict of law provisions of any other jurisdictions. Each party irrevocably consents to the exclusive jurisdiction of courts in New York for the purposes of any action arising out of or related to this Agreement, including any actions for temporary, preliminary, and permanent equitable relief. Each party irrevocably waives its right, if any, to have any disputes between the parties arising out of or related to this Agreement decided in any jurisdiction or venue other than a state or federal court in the State of New York, and waives any claims of an inconvenient forum. Further, Employee agrees that the courts in the State of New York shall have subject matter jurisdiction over claims relating to the validity, construction and performance of this Agreement and personal jurisdiction over each party.

7.

General

This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, or representations, both written and oral, with respect to the subject matter. This Agreement may not be modified, altered, or changed in any way except by written agreement signed by each party’s duly authorized representative. Each of the Released Parties is an intended third-party beneficiary of this Agreement.

 

Signature Page follows

signed by
AESE
For and on behalf of
ALLIED ESPORTS ENTERTAINMENT INC.
/s/ Lyle Berman
Lyle Berman, Interim Chief Executive Officer

Ourgame
For and on behalf of
OURGAME INTERNATIONAL HOLDINGS LIMITED
/s/ Lu Jingsheng
Signed
by: Lu Jingsheng
Title: Executive Director

Exhibit 21.1

 

Our corporate structure, including our principal operating subsidiaries, is as follows:

 

Name of subsidiary		Jurisdiction of incorporation or organization
Allied Esports Media, Inc.		Delaware
Peerless Media Holdings Limited		Gibraltar
Peerless Media Limited		Gibraltar
Allied Esports International, Inc.		Nevada
eSports Arena Las Vegas, LLC		Delaware
Allied Esports GmbH		Germany
Esports Arena, LLC (25% ownership interest)		California

 

Exhibit 23.1

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in the Registration Statements of Allied Esports Entertainment, Inc. (“AESE”) on Form S-3 (File Nos. 333-233856 and 333-248696) and in the Registration Statements of AESE on Form S-1 (File Nos. 333-220516, 333-220815, 333-237977 and 333-239584) and in the Registration Statement of AESE on Form S-8 (File No 333-239984) of our report, with respect to our audits of the consolidated financial statements of Allied Esports Entertainment, Inc. as of December 31, 2021 and 2020 and for the years ended December 31, 2021 and 2020, which report is included in this Annual Report on Form 10-K of Allied Esports Entertainment, Inc. for the year ended December 31, 2021.

 

/s/ Marcum llp

 

Marcum llp

Melville, NY

May 26, 2022

 

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lyle Berman, certify that:

 

1.

I have reviewed this report on Form 10-K of Allied Esports Entertainment, Inc.,

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Dated: May 26, 2022

 

	/s/ Lyle Berman
	Lyle Berman, Interim Chief Executive Officer
	(Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Roy L. Anderson, certify that:

 

1.

I have reviewed this report on Form 10-K of Allied Esports Entertainment, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: May 26, 2022

 

	/s/ Roy L. Anderson
	Roy L. Anderson,
	Chief Financial Officer
	(Principal Financial Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Allied Esports Entertainment, Inc. (the “Company”) on Form 10-K for the fiscal year ending December 31, 2021 (the “Report”) I, Lyle Berman, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 26, 2022
/s/ Lyle Berman
Lyle Berman,
Interim Chief Executive Officer

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of Allied Esports Entertainment, Inc. (the “Company”) on Form 10-K for the fiscal year ending December 31, 2021 (the “Report”) I, Roy Anderson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 26, 2022
/s/ Roy L. Anderson
Roy L. Anderson,
Chief Financial Officer

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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