Exhibit 10.3
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into as of August 12, 2026 (the “Effective Date”), by and between Esports Now, LLC, a Delaware limited liability company (“Misfits” or “Holder”), on the one hand, and Super League Enterprise Inc., a Delaware corporation (“SLE” or the “Company”), and collectively with Misfits, the “Parties,” and each, sometimes, a “Party”), on the other hand.
RECITALS
WHEREAS, on March 16, 2026, the Parties executed that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) providing for the purchase by SLE of certain assets, strictly constituting the Misfits ads business, and liabilities of Misfits (the “Misfit Assets”) (the “Transaction”);
WHEREAS, on March 20, 2026, the Company filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (“SEC”), followed by the filing of the definitive Misfits Proxy Statement with the SEC on April 2, 2026 (the “Misfits Proxy Statement”);
WHEREAS, the Misfits Proxy Statement solicited the approval of the issuance of an aggregate of 1,161,813 shares of common stock (the “Common Stock”) to be issued as consideration in connection with the Transaction (the “Issuance Proposal”) by the affirmative vote of a majority of the voting power of the Company’s shares present at a special meeting of the Company’s stockholders (the “Special Meeting”);
WHEREAS, on April 30, 2026 at the Special Meeting, the Issuance Proposal was approved by the stockholders voting via proxy and in person;
WHEREAS, on May 1, 2026 (the “Misfits Closing Date”), the Company and Misfits consummated the Transaction (the “Misfits Closing”);
WHEREAS, at the Misfits Closing, the Company paid the following consideration for the Misfits Assets: (i) a cash payment in the amount of $1.5 million (the “Misfits Closing Cash Consideration”), (ii) 26,768 shares of Common Stock (the “Misfits Closing Shares”), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of Common Stock (the “Misfits Pre-Funded Warrant,” and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “Misfits PFW Shares”), and (iv) a common stock purchase warrant to purchase 536,450 shares of Common Stock, with an exercise price of $18.00 (the “Misfits Warrant”, and the shares issuable upon exercise of the Misfits Warrant, the “Misfits Warrant Shares”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares collectively, the “Misfits Closing Share Consideration”);
WHEREAS, in addition to the foregoing terms and subject to the conditions of the Agreement, on the one-year anniversary of the Misfits Closing, the Company will pay an additional cash payment in the amount of $300,000 (the “Delayed Cash Payment”);
WHEREAS, in addition, on the one-year anniversary of the Misfits Closing, the Company may pay up to an aggregate of (i) $1.2 million in cash (the “Misfits Earnout Cash”), and (ii) 105,571 shares of Common Stock, or, upon the election of Misfits, Misfits Pre-Funded Warrants to purchase 105,571 shares of Common Stock (the “Misfits Earnout Shares”, and collectively with the Misfits Earnout Cash, the “Misfits Earnout Consideration”) in connection with: (i) the achievement of certain gross profit milestones for the period beginning on the Misfits Closing Date until the date that is one year from the date of the Misfits Closing; and (ii) the Company’s market capitalization as of the one and two year anniversary of the Misfits Closing Date;
WHEREAS, the Misfits Warrant is exercisable immediately upon issuance, expire two years from the date of issuance, and have an initial exercise price of $18.00 (the “Initial Exercise Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, and a call feature as further described in the Misfit Warrant agreement;
WHEREAS, the exercise price of the Misfits Pre-Funded Warrant per underlying share of Common Stock is $0.001, and pursuant to the existing Misfits Pre-Funded Warrant, a holder will not be entitled to exercise any portion of any Misfits Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Misfits Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company; and
WHEREAS, the Parties jointly desire to exchange, pursuant to the exemption from securities registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), the Misfits Pre-Funded Warrant for (i) a new pre-funded warrant in the amount of 509,682 shares of common stock and with identical terms as the Misfits Pre-Funded Warrant, except for removal of the 4.99% blocker provision therein, and in the form attached hereto as Exhibit A (the “New Pre-Funded Warrant”).
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, and intending to be legally bound hereby, the parties agree as follows:
1. Exchange of Misfits Pre-Funded Warrant; Rule 144 and Legal Opinions; SEC Filings; Closing.
(a) Exchange. On the terms and subject to the conditions set forth in this Agreement, at the closing to be held electronically on the Effective Date (“Closing”), SLE will issue to Misfits, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description, other than restrictions imposed by or arising under federal or state securities laws, the New Pre-Funded Warrant in exchange for the Misfits Pre-Funded Warrant (such exchange referred to herein as the “Exchange”).
(b) Rule 144 and Legal Opinions. SLE will assist Misfits with utilization of Rule 144 for all shares of common stock underlying the New Pre-Funded Warrant. To this end, SLE will cover all cost and fees charged by SLE’s outside securities counsel with respect to providing the requisite legal opinion(s) necessary to effectuate the restrictive legend removal and the DWAC of common shares to the brokerage account designated by Misfits in writing. Further, SLE acknowledges and agrees that the common stock underlying the New Pre-Funded Warrant shall have a holding period, for purposes of the exemption from registration provided by Rule 144, dating back to the issuance of the Misfits Pre-Funded Warrant on the Misfits Closing Date. Accordingly, the requisite six-month hold period under Rule 144 will be met on November 1, 2026.
(c) SEC Filings. SLE will assist Misfits by providing a draft Schedule 13D and provide same at the Closing for review and approval by Misfits and its counsel. Upon review and approval by Misfits and its counsel, SLE will file the Schedule 13D with the SEC on behalf of Misfits within two (2) business days following such approval, and in any event no later than ten (10) calendar days following the Closing.
(d) Closing. The consummation of the Exchange shall occur on the Effective Date.
2. Representations and Warranties of Misfits. Misfits hereby represents and warrants to SLE, all of which representations and warranties are true, complete, and correct in all respects as of the Effective Date, as follows:
(a) Organization and Qualification. Misfits is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
(b) Authorization; No Restrictions, Consents or Approvals. Misfits has the requisite power and authority to enter into and perform its obligations under this Agreement to effectuate the Exchange. Misfits represents and warrants that the Misfits Pre-Funded Warrant is unencumbered as of the Effective Date and understands and agrees that the Misfits Pre-Funded Warrant will be cancelled and have no further legal force and effect as of the Closing pursuant to the Exchange. This Agreement has been duly executed by Misfits and constitutes the legal, valid, binding and enforceable obligation of Misfits, enforceable against Misfits in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies). The execution and delivery of this Agreement and the consummation by Misfits of the transactions contemplated herein do not and will not (A) conflict with or violate any of the terms of its certificate of organization and operating agreement of Misfits or any applicable law relating to Misfits, or (B) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Misfits is a party or by which Misfits may be bound, or result in the violation by Misfits of any laws to which Misfits may be subject, in each case in a manner which would prevent the execution or delivery of this Agreement by Misfits or would adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Misfits of this Agreement or the performance by Misfits of its obligations hereunder.
(c) Investment Representations.
(i) Misfits understands that the Common Stock underlying the New Pre-Funded Warrant will not be registered under the Act. Misfits also understands that the New Pre-Funded Warrant is being offered pursuant to an exemption from the registration requirements of the Act, under Section 3(a)(9) of the Securities Act.
(ii) Misfits has received all the information it considers necessary or appropriate for deciding whether to consummate the Exchange. Misfits further represents that it has had an opportunity to ask questions and receive answers from SLE regarding the business, properties, prospects, and financial condition of SLE and to obtain such additional information necessary to verify the accuracy of any information furnished to Misfits or to which Misfits had access. The foregoing, however, does not limit or modify the representations and warranties of SLE in Section 3 of this Agreement or the right of Misfits to rely thereon.
(iii) Misfits is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act.
(iv) Misfits is acquiring the New Pre-Funded Warrant for its own account for investment only and not with a view towards the resale or “distribution” (within the meaning of the Act) of any part of the New Pre-Funded Warrant.
(v) Misfits understands that the New Pre-Funded Warrant may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Act and any other applicable securities laws or pursuant to an exemption from securities registration, and in each case in compliance with the conditions set forth in this Agreement.
(vi) Misfits acknowledges and agrees that the book-entry issuance of the New Pre-Funded Warrant by SLE’s transfer agent, Equiniti, shall bear a legend substantially in the following form:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”
(d) No Broker Fees. Misfits has not incurred and will not incur any liability for finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated, including but not limited to the issuance of the New Pre-Funded Warrant.
(e) No Reliance. Misfits has not relied on and is not relying on any representations, warranties or other assurances regarding SLE other than those representations and warranties set forth in this Agreement.
3. Representations and Warranties of SLE. SLE hereby represents and warrants to Misfits, all of which representations and warranties are true, complete, and correct in all respects as of the date hereof and as of the Effective Date, as follows:
(a) Organization and Qualification. SLE is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as now being conducted. SLE is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable).
(b) Authorization; No Restrictions, Consents or Approvals. SLE has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the New Pre-Funded Warrant in accordance with the terms hereof. The execution, delivery and performance by SLE of this Agreement and the consummation by it of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of SLE, its board of directors or its stockholders is required. Once executed, this Agreement will constitute a valid and binding obligation of SLE enforceable against SLE in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).
(c) Capitalization. The issued and outstanding Common Stock of SLE consists of 1,684,120 shares as of the Effective Date. As of the Effective Date there are (i) warrants outstanding to purchase 3,407,688 shares of common stock at exercise prices ranging from $5.14 to $18.00 per share, (ii) options and restricted stock units outstanding in the amount of 580,656 shares of common stock pursuant to the Company’s 2025 Omnibus Incentive Plan, and (iii) pre-funded warrants to purchase 1,398,173 shares of common stock.
(d) Issuance of Shares. The shares of common stock underlying the New Pre-Funded Warrant have been duly authorized by all necessary corporate action on the part of SLE. The New Pre-Funded Warrant shall be validly issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof.
(e) No Conflicts. The execution, delivery and performance by SLE of this Agreement and the consummation by SLE of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of any provision of SLE’s certificate of incorporation or bylaws, (ii) conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which SLE is a party or is bound, (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company. SLE is not required under any federal, state or local rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement, or to issue the New Pre-Funded Warrant to Misfits in accordance with the terms hereof.
(f) No Broker Fees. SLE has not incurred and will not incur any liability for finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated, including but not limited to the issuance of the New Pre-Funded Warrant.
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4. |
Closing. |
(a) Conditions to Misfits’ Obligations. With respect to the Closing, the obligations of Misfits under this Agreement shall be subject to satisfaction of the following conditions, unless waived by Misfits: (i) Misfits and SLE shall have performed in all respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Effective Date; (ii) all of the representations and warranties of SLE herein shall have been true and correct on and as of the Effective Date; (iii) SLE shall have executed and delivered to Misfits all documents necessary to issue the New Pre-Funded Warrant to Misfits, as contemplated by this Agreement; and (iv) SLE shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement.
(b) Conditions to SLE’s Obligations. With respect to the Closing, the obligations of SLE under this Agreement, shall be subject to satisfaction of the following conditions, unless waived by SLE: (i) Misfits and SLE shall have performed in all respects all agreements, and satisfied in all respects all conditions on their part to be performed or satisfied hereunder, at or prior to the Effective Date; (ii) all of the representations and warranties of Misfits herein shall have been true and correct in all material respects on and as of the date hereof and the Effective Date; (iii) Misfits shall have executed and delivered to SLE all documents necessary to consummate the issuance of the New Pre-Funded Warrant and for the Misfits Pre-Funded Warrant to be of no further legal force or effect, as contemplated by this Agreement; and (iv) Misfits shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement.
(c) Closing Documents.
(i) The following shall apply with respect to the Closing:
(1) At the Closing, (A) the Misfits Pre-Funded Warrant shall be cancelled in full, (B) the New Pre-Funded Warrant shall be issued to Misfits, (C) copies of resolutions adopted by the board of directors of Misfits and certified by an executive officer of Misfits authorizing the execution of this Agreement and delivery of, and performance of Misfits’ obligations under this Agreement, including but not limited to the cancellation of the Misfits Pre-Funded Warrant, and (D) copies of resolutions adopted by the board of directors of SLE and certified by an executive officer of SLE authorizing the execution of this Agreement and delivery of, and performance of SLE’s obligations under this Agreement.
5. Survival of Representations and Warranties and Covenants. All of the representations and warranties of Misfits or SLE contained in this Agreement shall survive the Closing until the latest date permitted by applicable law.
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6. |
General Provisions. |
(a) Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of California, County of Los Angeles, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address set forth in Section 6(d) and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(b) Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way, and the parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.
(c) Waiver. The waiver by either party of a breach of or default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement. Further, any failure or delay on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder shall not operate as a waiver of any such right or remedy or preclude other or further exercise thereof or of any other right or remedy.
(d) Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party may specify in writing pursuant to this Section 6(d). Such notice shall be deemed given: (i) if delivered personally, upon delivery as evidenced by delivery records; (ii) if sent by email, upon confirmation of receipt; (iii) if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing; of (iv) if sent by nationally recognized express courier, one (1) business day after date of delivery with such courier.
If to Misfits:
Esports Now, LLC
At the address set forth in the book and records of the Company, or to another address of Misfits as may be specified by Misfits to the Company in a written notice.
If to SLE:
Super League Enterprise, Inc.
2450 Colorado Ave., Suite 100E
Santa Monica, CA 90404
Attention: Clayton Haynes, Chief Financial Officer
Email: clayton.haynes@superleague.com
(e) No Third-Party Beneficiaries. Nothing in this Agreement shall be construed to confer any rights or benefits upon any person other than the parties hereto, and no other person shall have any rights or remedies hereunder.
(f) Public Announcements. The Parties acknowledge and agree that this Agreement and the terms hereof will be required for inclusion in a current report on Form 8-K to be filed by SLE with the SEC no later than the fourth (4th) business day following the Effective Date.
(g) Interpretation. For purposes of this Agreement, the following rules of interpretation shall apply, except to the extent otherwise expressly provided or the context otherwise requires:
(i) any reference to “$” shall mean U.S. dollars;
(ii) references to “Exhibit,” “Annex,” “Appendix,” “Article,” “Section” or “Sections” in this Agreement refer to the corresponding exhibit, annex, article, section or sections, respectively, of this Agreement;
(iii) all exhibits, appendices, and annexes attached hereto or referred to herein, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any exhibit, appendix, annex but not otherwise respectively defined therein shall be defined as set forth in this Agreement;
(iv) the headings and captions of each exhibit, appendix, annex, article and section in this Agreement, are provided for convenience only and shall not affect the construction or interpretation of this Agreement;
(v) any reference to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(vi) the words such as “herein,” “hereof,” “hereunder” and “herewith” in this Agreement refer to this Agreement as a whole and not merely to a subdivision in which such words appear; and
(vii) the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or related items or matters immediately following it.
(h) Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof.
(i) Fees & Expenses. SLE shall pay the reasonable legal fees and expenses of Misfits, subject to a cap of $7,500, directly related to the transaction agreements associated with the Exchange and in the form of an invoice from outside counsel.
(j) Counterparts. This Agreement may be executed in one or more counterparts (including electronic mail and Docusign counterparts) each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
(k) Indemnification.
(i) By SLE. Subject to the limitations set forth in this Section 6(k), SLE shall indemnify, defend and hold harmless Misfits and its officers, managers, members, employees, agents and affiliates (collectively, the “Misfits Indemnified Parties”) from and against any and all losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Losses”), actually incurred by any Misfits Indemnified Party arising out of or resulting from (A) any breach of any representation or warranty made by SLE in this Agreement, or (B) any breach of any covenant or agreement made by SLE in this Agreement.
(ii) By Misfits. Subject to the limitations set forth in this Section 6(k), Misfits shall indemnify, defend and hold harmless SLE and its officers, directors, employees, agents and affiliates (collectively, the “SLE Indemnified Parties”) from and against any and all Losses actually incurred by any SLE Indemnified Party arising out of or resulting from (A) any breach of any representation or warranty made by Misfits in this Agreement, or (B) any breach of any covenant or agreement made by Misfits in this Agreement.
(iii) Claims Period. No claim for indemnification under this Section 6(k) with respect to a breach of any representation or warranty may be made unless written notice of such claim, describing in reasonable detail the basis for the claim and, to the extent then known, a good-faith estimate of the Losses involved, is delivered to the indemnifying Party prior to expiration of the applicable survival period set forth in Section 5.
(iv) Procedure. Promptly after an indemnified party becomes aware of any claim for which it may seek indemnification under this Section 6(k), it shall notify the indemnifying Party in writing; provided, that failure to so notify shall not relieve the indemnifying Party of its obligations under this Section 6(k) except to the extent the indemnifying Party is materially prejudiced thereby. As to any claim asserted by a third party, the indemnifying Party may, upon written notice to the indemnified party, assume and control the defense with counsel of its choosing, reasonably acceptable to the indemnified party, at the indemnifying Party’s expense; the indemnified party may participate in such defense at its own expense. Neither Party shall settle or compromise any third-party claim for which indemnification is sought under this Section 6(k) without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), unless the settlement includes an unconditional release of the indemnified party’s indemnified parties from all liability with respect to such claim.
(v) Sole Remedy. Except in the case of fraud or intentional misrepresentation, and except for either Party’s right to seek specific performance or other equitable relief, the indemnification provided in this Section 6(k) shall be the sole and exclusive remedy of the Parties for any breach of the representations, warranties, covenants or agreements contained in this Agreement.
(l) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated, in whole or in part, by either Party without the prior written consent of the other Party, and any purported assignment or delegation in violation of this Section 6(l) shall be null and void; provided, that either Party may assign this Agreement, without the other Party’s consent, to a successor in connection with a merger, consolidation, or sale of all or substantially all of such Party’s assets or equity interests, so long as the assignee agrees in writing to be bound by the terms of this Agreement and the assigning Party provides prompt written notice of such assignment to the other Party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
(m) Amendment; No Oral Modification. This Agreement may be amended, modified or supplemented only by a written instrument signed by each of the Parties, and no such amendment, modification or supplement shall be binding on either Party unless so signed. No course of dealing between the Parties, and no delay in exercising any right, power or remedy under this Agreement, shall operate as an amendment of this Agreement or of either Party’s rights hereunder.
(n) Further Assurances. Each Party shall, from time to time and without additional consideration, execute and deliver such further instruments and documents, and take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement, including such actions as the other Party may reasonably request to effect the Exchange, to facilitate the removal of the restrictive legend and use of Rule 144 as contemplated by Section 1(b), and to facilitate the preparation and filing of the Schedule 13D as contemplated by Section 1(c).
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SUPER LEAGUE ENTERPRISE INC.
By: /s/ Matt Edelman
Matt Edelman
President & CEO
ESPORTS NOW, LLC
By: Ben Spoont
Name: Ben Spoont
Title: Authorized Signatory
[Signature page to Exchange Agreement]
[Exhibits Intentionally Omitted]