GMBL Esports Entertainment Group Inc (PK)

Item 1.01 Entry Into a Material Definitive Agreement.

On July 17, 2019, Esports Entertainment Group, Inc. (the “Company”) and the investors (the “Investors”) in its November 2018 private placement offering (the “Offering”) of certain Senior Secured Convertible Promissory Notes (each a “Note,” collectively, the “Notes”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) entered into Waiver Agreements (the “Waiver Agreements”). Pursuant to the terms of the Waiver Agreement, the Investors waived the exercise of remedies (the “Waiver”) with regard to certain breaches of agreements between the Company and the Investors, including the Notes, Warrants, and Securities Purchase Agreements (the “Purchase Agreements”).

In consideration for the Investors entrance into the Waiver Agreements, the Company will (i) increase the principal amount of each Note issued in the Offering by 30%, in the form of an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended and Restated Note”). Additionally, for its role as lead investor and facilitator of the Offering and negotiating the terms of the Waiver Agreement, the Company issued to Cavalry Fund I LP warrants to purchase 50,000 shares of Common Stock exercisable on or after October 1, 2019 for a term of three (3) years from such date at an exercise price of $0.75 per share (the “Cavalry Warrant”).

The foregoing descriptions of the Notes, Warrants, Waiver Agreements, Purchase Agreements, Amended and Restated Notes and Cavalry Warrant do not purport to be complete and are qualified in its entirety by their full text, the forms of which are filed hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and incorporated herein by reference.

* Filed herewith