AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BLACK RIDGE ACQUISITION CORP., BLACK RIDGE MERGER SUB, CORP., ALLIED ESPORTS ENTERTAINMENT, INC., NOBLE LINK GLOBAL LIMITED, OURGAME INTERNATIONAL HOLDINGS LTD., AND PRIMO VITAL LTD. DATED AS OF...Agreement and Plan of Reorganization • December 20th, 2018 • Black Ridge Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of December 19, 2018, by and among Black Ridge Acquisition Corp., a Delaware corporation (“Parent”), Black Ridge Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Allied Esports Entertainment, Inc., a Delaware corporation (“Company”), Noble Link Global Limited, a British Virgin Islands exempted company (“Noble”), Ourgame International Holdings Ltd., a Cayman Islands corporation (“Ourgame”), and Primo Vital Ltd., a British Virgin Islands exempted company and wholly owned subsidiary of Ourgame (“Primo”), which will be the holder of a majority of the outstanding capital stock of the Company immediately prior to the Transaction Effective Time (as defined below). The term “Agreement” as used herein refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule, Noble Schedule, and the P
