Form of Secured Convertible Note Modification Agreement No. 3 between the Company and Knighted Pastures LLC

Exhibit 10.2

SECURED CONVERTIBLE NOTE

MODIFICATION AND CONVERSION AGREEMENT NO. 3

This Secured Convertible Note Modification and Conversion Agreement No. 3 (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 Knighted Pastures LLC (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 Note holder has an option, during the period commencing as of the effective time of the SPAC Transaction and ending on the Maturity Date, 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. The Parties previously entered into that certain Secured Convertible Note Modification and Conversion Agreement dated effective as of April 29, 2020, and that certain Secured Convertible Note Modification and Conversion Agreement No. 2 dated effective as of May 22, 2020 (collectively, the “Prior Amendments”), pursuant to which the Purchaser converted the entire principal amount of its Note (the “Conversion Amount”) into shares of Borrower Common Stock.

F. Pursuant to the Prior Amendments, interest continues to accrue on the Conversion Amount, and on or before August 23, 2020, Borrower is required to pay such accrued interest under Purchaser’s Note in the amount of $1,421,096 (the “Accrued Interest”) to Purchaser by wire transfer of immediately available funds.

G. The Purchaser has agreed to convert the Accrued Interest into additional principal on the Purchaser’s Note 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 and Conversion Agreement No. 3 as of the date first set forth above.

IN WITNESS WHEREOF, the Parties have executed and delivered this Secured Convertible Note Modification and Conversion Agreement No. 3 as of the date first set forth above.