Form of Secured Convertible Note Modification (Extension) Agreement between the Company and each of the Extending Bridge Noteholders

Exhibit 10.1

SECURED CONVERTIBLE NOTE

MODIFICATION AGREEMENT

(Extension)

This Secured Convertible Note Modification Agreement (this “Agreement”) is dated effective as of June 8, 2020, among Allied Esports Entertainment, Inc., a Delaware corporation formerly known as Black Ridge Acquisition Corp. (“Borrower”), certain undersigned direct and indirect subsidiaries of Borrower (the “Borrower Parties”) and the undersigned (the “Purchaser” and collectively with Borrower and the Borrower Parties, the “Parties”).

A. Certain purchasers purchased Secured Convertible Promissory Notes (the “First Bridge Notes”) in a $10,000,000 private placement offering (the “First Bridge”) of Ourgame International Holdings Limited, a Cayman Islands corporation (“Ourgame”), pursuant to the terms and conditions of that certain Convertible Note Purchase Agreement, dated as of October 11, 2018 (the “First Purchase Agreement”), between Ourgame and such purchasers.

B. Certain purchasers purchased Secured Convertible Promissory Notes (the “Second Bridge Notes,” together with the First Bridge Notes, collectively, the “Notes”) in a $4,000,000 private placement offering (the “Second Bridge,” together with the First Bridge, collectively, the “Bridge Transactions”) of Noble Link Global Limited, a British Virgin Islands entity (“Noble”), pursuant to the terms and conditions of that certain Convertible Note Purchase Agreement, dated as of May 17, 2019 (the “Second Purchase Agreement”), between Noble and such purchasers. The First Purchase Agreement and Second Purchase Agreement, together with the Notes, security agreements, share pledge security agreements, guarantees and other documents executed in connection therewith or contemplated thereby are each referred to herein as a “Bridge Document,” and collectively as the “Bridge Documents.”

C. In order to facilitate the closing of the SPAC Transaction (as defined in the First Purchase Agreement and Second Purchase Agreement), the purchasers of the Notes entered into an Amendment and Acknowledgement Agreement dated as of August 5, 2019 (the “Amendment and Acknowledgement Agreement”) pursuant to which all obligations of Ourgame and Noble under the Notes were assigned to and became the sole obligations of Borrower, and the purchasers agreed to, among other things, temporarily extend the maturity date of their respective Notes (the “Maturity Date”) until August 23, 2020 (the 380th day following the closing of the SPAC Transaction).

D. Each purchaser has an option, during the period commencing as of the effective time of the SPAC Transaction and ending on the Maturity Date (the “Conversion Period”), to convert all, but not less than all, the remaining unpaid principal amount of such holder’s Note (but not any accrued interest), into a number of common shares of Borrower (“Borrower Common Stock”) equal to (i) the principal amount of such holder’s Note, divided by (ii) $8.50 (the “Conversion Price”).

E. Subject to negotiation and entry into definitive loan documentation with certain investors (collectively, “Investor”), Borrower intends to obtain a senior secured loan from Investor (the “Investor Loan”) pursuant to which it expects to receive loan proceeds of approximately $9,000,000 (the actual amount of loan proceeds will be set forth in definitive loan documentation and may be greater or less than such expected amount)(the “Investor Loan Proceeds”).

F. The Investor Loan will be a senior secured obligation of the Company with a lien on all assets in a pari passu position with the purchasers of the Notes; and the purchasers of the Notes entering into intercreditor agreements with Investor to effect such priority, in a form acceptable to Investor, is a condition to closing the Investor Loan (each, an “Intercreditor Agreement”).

G. Borrower desires that the Purchaser, among other things, (i) enter into an Intercreditor Agreement, and (ii) extend the Maturity Date under Purchaser’s Note to February 23, 2022, upon the terms and conditions set forth in this Agreement.

For good and valuable consideration, the Parties hereby acknowledge, declare and agree as follows:

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IN WITNESS WHEREOF, the Parties have executed and delivered this Secured Convertible Note Modification Agreement as of the date first set forth above.

IN WITNESS WHEREOF, the Parties have executed and delivered this Secured Convertible Note Modification Agreement as of the date first set forth above.

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