Super League Gaming, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 2nd, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2025, between Super League Enterprise, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • Virginia

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2025, by and between SUPER LEAGUE ENTERPRISE, INC., a Delaware corporation, with its address at 2856 Colorado Ave., Santa Monica, California 90404 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 14, 2025, by and between SUPER LEAGUE ENTERPRISE, INC., a Delaware corporation (the "Company"), and HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2022 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2022 (the “Subscription Date”), is by and among Super League Gaming, Inc., a Delaware corporation with offices located at 2912 Colorado Avenue, Suite 203 Santa Monica, California 90404 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

UNDERWRITING AGREEMENT between SUPER LEAGUE GAMING, INC. and AEGIS CAPITAL CORP.
Underwriting Agreement • August 24th, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

The undersigned, Super League Gaming, 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 Super League Gaming, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter,” and, together with the Company, the “Parties” or “us”), as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 14th, 2018 • Super League Gaming, Inc. • Services-amusement & recreation services • California

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated _______________, 2015 by and between Super League Gaming, Inc., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Investor”).

Super League Gaming, , Inc.
Placement Agent Agreement • May 15th, 2020 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
SUPER LEAGUE GAMING, INC. Up to US$75,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 7th, 2021 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
●] Shares SUPER LEAGUE GAMING, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • New York
COMMON STOCK PURCHASE AGREEMENT DATED AS OF MARCH 25, 2022 BY AND BETWEEN SUPER LEAGUE GAMING, INC. AND TUMIM STONE CAPITAL, LLC
Common Stock Purchase Agreement • March 31st, 2022 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 25, 2022 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Super League Gaming, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2020 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 13, 2020, and is between Super League Gaming, Inc, a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 23rd, 2021 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2021, is by and among Super League Gaming, Inc., a Delaware corporation with headquarters located at 2912 Colorado Ave., Suite #203, Santa Monica, California 90404 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

UNDERWRITING AGREEMENT May 9, 2025
Underwriting Agreement • May 12th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York

Super League Enterprise, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 5,117,647 of the Company’s shares of Common Stock, $0.001 par value per share (“Common Stock”; such 5,117,647 offered shares of Common Stock the “Closing Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 767,647 additional shares of Common Stock representing fifteen percent (15.0%) of the Closing Shares sold in the offering (the “Option Shares”). The Closing Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.2 hereto. Aegis Capital Corp. has agreed to act as the Underwriter in connection with the offering and sale of the Securities.

PERSONAL AND CONFIDENTIAL
Placement Agent Agreement • June 2nd, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Registered Direct Shelf Takedown (the “Placement”) by Super League Enterprise, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this placement a

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 23rd, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2024 (the “Effective Date”) between Super League Enterprise, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

UNDERWRITING AGREEMENT May 29, 2025
Underwriting Agreement • May 30th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York

Super League Enterprise, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 4,166,666 of the Company’s shares of Common Stock, $0.001 par value per share (“Common Stock”; such 4,166,666 offered shares of Common Stock the “Closing Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 416,666 additional shares of Common Stock (the “Option Shares”). The Closing Shares and the Option Shares are herein referred to collectively as the “Shares”). The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.2 hereto. Aegis Capital Corp. has agreed to act as the Underwriter in connection with the offering and sale of the Securities.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 14th, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • New York

This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), shall be engaged by Super League Enterprise, Inc., a Delaware corporation (the “Company”) to act as the exclusive placement agent in connection with the private placement (the “Offering”) of shares (the “Shares”) of Series AAA Junior Convertible Preferred Stock, par value $0.001 per share (the specific sub-series to be sold will be called Series AAA-3 Junior Convertible Preferred Stock and Shares issued at subsequent closings will be designated Series AAA-4 Junior Convertible Preferred Stock, Series AAA-5 Junior Convertible Preferred Stock and so on and all subseries of such stock being sold in the Offering is sometimes hereinafter referred to as the “Series AAA Junior Preferred Stock”). The Offering will consist of a minimum of 1,000 share

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • February 14th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • Delaware

This equity purchase agreement is entered into as of February 14, 2025 (this "Agreement"), by and between Super League Enterprise, Inc., a Delaware corporation (the "Company"), and Hudson Global Ventures, LLC, a Nevada limited liability company (the "Investor", and collectively with the Company, the “Parties”).

SUPER LEAGUE GAMING, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of __________________, by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s 9% Secured Convertible Promissory Notes (the “Investors”).

SUPER LEAGUE GAMING, INC. INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of ___________________________, by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s Common Stock listed on Schedule 1 hereto (the “Investors”).

BUSINESS LOAN AND SECURITY AGREEMENT
Business Loan and Security Agreement • February 14th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • Virginia

THIS BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of February 10, 2025 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1 (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and SUPER LEAGUE ENTERPRISE, INC., A Domestic Delaware Corporation (“Parent” or “Borrower”) and its subsidiaries, INPVP, LLC, A Domestic Delaware Corporation, individually and collectively, jointly and severally, “Guarantors”), and provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders the loans described herein. The Collateral Agent, Len

4,540,541 Shares Super League Gaming, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 1st, 2020 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

The undersigned, Super League Gaming, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with National Securities Corporation (hereinafter referred to as the “Representative”) and with the other underwriters named on Schedule 1-A 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:

EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as October 31, 2016 (the “Effective Date”), by and between Super League Gaming, Inc., a Delaware corporation (“COMPANY”), and David Steigelfest, an individual (“EXECUTIVE”).

EXCHANGE AGREEMENT
Exchange Agreement • July 14th, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • Delaware

THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 8, 2025, (the “Effective Date”), by and between Firepit Partners Co., a Delaware corporation (“Firepit” or “Holder”), on the one hand, and Super League Enterprise Inc., a Delaware corporation (“SLE,” and collectively with Firepit, the “Parties,” and each, sometimes, a “Party”), on the other hand.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 7th, 2022 • Super League Gaming, Inc. • Services-amusement & recreation services • California

This Executive Employment Agreement (this “Agreement”) is made and entered into effective as January 5, 2022 (the “Effective Date”), by and between Super League Gaming, Inc., a Delaware corporation (“COMPANY”), and Matt Edelman, an individual (“EXECUTIVE”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 25th, 2023 • Super League Gaming, Inc. • Services-amusement & recreation services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______, 2023 (the “Effective Date”) between Super League Gaming, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

SUPER LEAGUE GAMING, INC. INTERCREDITOR AND COLLATERAL AGENT AGREEMENT
Intercreditor and Collateral Agent Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware

THIS INTERCREDITOR AND COLLATERAL AGENT AGREEMENT (this“Agreement”), is entered into as of by and among each of the parties whose names appear on the signature pages to this Agreement (individually, a “Secured Party”, and collectively, the “Secured Parties”), Charles Tien (the “Collateral Agent”), and Super League Gaming, Inc., a Delaware corporation ( the “Borrower”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 16, 2017 (the “Effective Date”), by and between Super League Gaming, Inc., a Delaware corporation (“COMPANY”), and Ann Hand, an individual (“EXECUTIVE”). This Agreement shall amend and supersede that certain Employment

SUPER LEAGUE GAMING, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware

This Common Stock Purchase Agreement (this “Agreement”) is made as of __________________________ by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

SUPER LEAGUE GAMING, INC. SECURITY AGREEMENT
Security Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware

THIS SECURITY AGREEMENT (this "Agreement”),is entered into as of by and between Super League Gaming, Inc., a Delaware corporation (the “Borrower”), Charles Tien, an individual (the “Collateral Agent”), and each of the secured parties whose name appears on the signature pages to this Agreement (individually, a “Secured Party” and, collectively, the “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in those certain Note Purchase Agreements and the Notes (as defined below) by and between Borrower and each Secured Party (the “Note Purchase Agreements”).

AMENDED & RESTATED CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2025 • Super League Enterprise, Inc. • Services-computer integrated systems design • Delaware

This AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”) is made effective as of March 28, 2025 (“Effective Date”), by and between Super League Enterprise, Inc., a Delaware corporation, with headquarters located at 2846 Colorado Ave., Santa Monica, CA 90404 (“Company”), on the one hand, and Diamond Shoals, LLC, an Ohio limited liability company (“Consultant”), on the other hand. This Agreement amends and supersedes all prior consulting agreements between the Company and Consultant for the services outlined hereinbelow. Company and Consultant are collectively referred to herein as the “Parties”.

SUPER LEAGUE GAMING, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Delaware

This Note Purchase Agreement (this “Agreement”) is made as of , by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • February 12th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • Washington

This Amended and Restated License Agreement (“Agreement”) between Mojang AB and Super League Gaming, Inc. is made and entered into as of September 12, 2017

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 4th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services • California

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of June 22, 2018 ("Execution Date"), by and between Super League Gaming, Inc., a Delaware corporation, on the one and (the "Purchaser" or "SLG"), and Minehut, a sole proprietorship, on the other hand ("Minehut" or "Seller"). The Purchaser and the Seller may be referred to collectively herein as the "Parties" and individually as a "Party."

Form of Representative’s Warrant
Representative’s Warrant • February 12th, 2019 • Super League Gaming, Inc. • Services-amusement & recreation services

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.