PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT MOBILE GLOBAL ESPORTS INC.Mobile Global Esports, Inc. • September 23rd, 2022 • Services-amusement & recreation services
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WestPark Capital, Inc., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary after the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mobile Global Esports Inc., a Delaware corporation (the “Company”), up to 339,623 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2022, between Mobile Global Esports Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
UNDERWRITING AGREEMENT between MOBILE GLOBAL ESPORTS INC. and WESTPARK CAPITAL, INC. as Representative of the Several Underwriters MOBILE GLOBAL ESPORTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • New York
The undersigned, Mobile Global Esports Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Mobile Global Esports Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with WestPark Capital, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between MOBILE GLOBAL ESPORTS INC. and WESTPARK CAPITAL, INC. as Representative of the Several Underwriters MOBILE GLOBAL ESPORTS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • New York
WestPark Capital, Inc. As Representative of the several Underwriters named on Schedule 1 attached hereto 1900 Avenue of the Stars Suite 310 Los Angeles, CA 90067
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • June 17th, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • Florida
This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of _______, 2022 is entered into by and among Mobile Global Esports Inc, (the “Company”), WestPark Capital Inc. (the “Underwriter”), and _________________ (the “Escrow Agent”).
FORM OF MOBILE GLOBAL ESPORTS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 17th, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • Delaware
This Director Indemnification Agreement (this “Agreement”) is entered into effective as of June 13, 2022 by and between MOBILE GLOBAL ESPORTS, Inc., a Delaware corporation (the “Company”), and the director of the Company identified on the signature page hereto (the “Director” and collectively with such Director’s Affiliated Persons, as defined below, the “Indemnitees”).
FOUNDERS AGREEMENTFounders Agreement • March 21st, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • California
This Founders Agreement (the “Agreement”) dated as of July 1, 2021 by and between Sports Industry of India Inc., a Delaware corporation (“SII”), and Mobile Global Esports Inc., a Delaware corporation (“MOGO”), is the written codification of oral discussions and agreements effective from the formation of MOGO on March 11, 2021 and from the execution hereof replaces that certain Consulting Agreement between the Parties dated June 10, 2011. SII and MOGO are hereinafter each referred to as a “Party” and referred to collectively as the “Parties.”
Services AgreementServices Agreement • March 21st, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services
This Services Agreement (the “Agreement”) is made as of this 15th day of December, 2021, by and between Mobile Global Esports Inc., a Delaware corporation (“MOGO”) and EliteUniversal Sports Alliance India Private Limited, a company duly incorporated under the laws of India having corporate identity number U92490PN2016PTC166347 (“EUSAI”). EUSAI and MOGO are hereinafter each referred to as a “Party” and referred to collectively as the “Parties.”
Second Supplement to Founders AgreementFounders Agreement • March 21st, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services
This Second Supplement to Founders Agreement (the “Second Supplement”) is made as of this 14th day of January, 2022, by and among Licensor and MOGO. Licensor and MOGO are hereinafter each referred to as a “Party” and referred to collectively as the “Parties.” The Founders Agreement and First Supplement, as supplemented by this Second Supplement, is collectively referred to herein as the “Agreement.” Except as expressly set forth herein, terms defined in the Founders Agreement have the same meanings when used in this Second Supplement.
Third Supplement to Founders AgreementFounders Agreement • May 23rd, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services
This Third Supplement to Founders Agreement (the “Third Supplement”) is made as of this 3rd day of April, 2022, by and among Licensor and MOGO. Licensor and MOGO are hereinafter each referred to as a “Party” and referred to collectively as the “Parties.” The Founders Agreement, First Supplement and Second Supplement, as supplemented by this Third Supplement, is collectively referred to herein as the “Agreement.”
PLACEMENT AGENT AGREEMENT PRIVATE INVESTMENT IN PUBLIC EQUITYPlacement Agent Agreement • September 23rd, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services • California
Third Supplement to Founders AgreementFounders Agreement • March 21st, 2022 • Mobile Global Esports, Inc. • Services-amusement & recreation services
This Third Supplement to Founders Agreement (the “Third Supplement”) is made as of this 24th day of February, 2022, by and among Licensor and MOGO. Licensor and MOGO are hereinafter each referred to as a “Party” and referred to collectively as the “Parties.” The Founders Agreement, First Supplement and Second Supplement, as supplemented by this Third Supplement, is collectively referred to herein as the “Agreement.”
