Agassi Sports Entertainment Corp 8-K, filed Oct 19, 2026
Agassi Sports Entertainment Corp. (AASP)
About this 8-K
Agassi Sports Entertainment Corp filed this 8-K on October 19, 2026, reporting on events of August 31, 2026.
Agassi Sports Entertainment Corp. converted a $1,000,000 note from Investments AKA, LLC into 200,000 shares and warrants, and sold 300,000 units to Investments AKA for $1,500,000 on October 16, 2026. Two accredited investors also bought 65,000 units for $325,000. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None.
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Agassi Sports Entertainment Corp. (the “Company”), with the Securities and Exchange Commission (the “SEC” or the “Commission”), on July 30, 2026, on July 28, 2026, the Company entered into a Convertible Promissory Note (the “Convertible Note”), in the original principal amount of $1,000,000 with Investments AKA, LLC (“Investments AKA”), which entity is owned and controlled by Andre Agassi, former professional tennis player, 8x Grand Slam Champion, and Olympic Gold Medalist, and the Company’s largest beneficial stockholder, and whose Chief Financial Officer is Shawn Cable, our Chief Financial Officer.
The Convertible Note accrued interest at a fixed rate per annum equal to 3.96%, which the Company determined represented not less than the applicable federal rate published by the U.S. Internal Revenue Service under Section 1274(d) of the Internal Revenue Code of 1986, as amended, compounded semi-annually.
Unless earlier converted, the outstanding principal balance of the Convertible Note, together with all accrued and unpaid interest, was due and payable in full on July 27, 2027. The Convertible Note was also subject to an automatic conversion, without any action required by holder, into the equity or equity-linked securities or units (the “New Securities”) issued by the Company to arm’s-length, new-money investors (“New Money Investors”) in the next sale (or related series of sales) by the Company of New Securities that results in gross proceeds to the Company of not less than $3,000,000 (the “Next Equity Financing”). The conversion price was to equal the price per share, unit, or other applicable denomination of New Securities actually paid in cash by the New Money Investors in the Next Equity Financing. If no Next Equity Financing occurred prior to the Maturity Date, the Convertible Note was to not automatically convert and the outstanding principal and accrued interest was to instead be due and payable in full on the Maturity Date.
On October 16, 2026, the Company entered into a First Amendment to Convertible Promissory Note (the “First Amendment”) dated October 15, 2026, with Investments AKA, which amended the Convertible Note to provide for the conversion, effective immediately upon the parties entry into the First Amendment, of the $1,000,000 principal balance of the Convertible Note into 200,000 shares of the Company’s common stock (the “Note Shares”), and warrants to purchase 200,000 shares of common stock of the Company (the “Note Warrants”), based on a unit (one share of common stock and one warrant) price of $5.00 per share, the same unit price paid by recent investors in the Company’s private placement (as discussed in greater detail below).
The First Amendment included customary representations of the parties, confirmed that the Convertible Note was satisfied in full upon conversion thereof, and clarified that it was the intention of the parties that interest would accrue under the Convertible Note semi-annually, that no interest had accrued as of the conversion date of the Convertible Note, and that to the extent that any interest had accrued, that such interest was forgiven by Investments AKA.
The Note Warrants have a term of three years (through October 15, 2029), cash only exercise rights, an exercise price of $7.00 per share, and customary adjustment provisions for stock splits, recapitalizations and similar transactions affecting the Company.
The foregoing description of the Convertible Note, First Amendment and Note Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Convertible Note, a copy of which is incorporated by reference herein as Exhibit 10.1 and the full text of the First Amendment and Warrant Agreement evidencing the Note Warrants, copies of which are filed herewith as Exhibits 10.2 and 4.1, respectively, and which are incorporated herein by reference.
On October 16, 2026, the Company entered into a Subscription Agreement with Investments AKA, pursuant to which Investments AKA subscribed, in a private transaction, to purchase 300,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock of the Company, for $5.00 per unit, or $1,500,000 in aggregate. The 300,000 shares of common stock sold pursuant to the Subscription Agreement are referred to herein as the “Subscription Shares” and the warrants to purchase 300,000 shares of common stock sold pursuant to the Subscription Agreement are referred to herein as the “Subscription Warrants”.
The Subscription Warrants have identical terms as the Note Warrants, discussed above.
The Subscription Agreement included customary representations and warranties of Investments AKA and the Company. The Subscription Agreement also provided Investments AKA piggy-back registration rights for the Note Shares, Subscription Shares and the shares of Company common stock issuable upon exercise of the Note Warrants and Subscription Warrants, for a period of two years from the date of the Subscription Agreement, which applies to any secondary offering registration statement filed by the Company, subject to customary exceptions and carveouts, and subject to customary pre-requisites of Investments AKA.
The foregoing summary of the Subscription Agreement and Subscription Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement and the warrant agreement evidencing the Subscription Warrants, copies of which are filed herewith as Exhibits 10.3 and 4.2, respectively, and are incorporated herein by reference.
The securities offered and sold pursuant to the Subscription Agreement and the subscription agreements discussed in Item 3.02, below, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 in its entirety.
On August 31, 2026 and September 18, 2026, the Company entered into two Subscription Agreements with two accredited investors, pursuant to which the investors purchased an aggregate of 65,000 units, each consisting of one share of restricted common stock (the “Investor Shares”) and one warrant to purchase one share of common stock from the Company, for a purchase price of $5.00 per unit, or a total of $325,000. The Subscription Agreements included customary representations and warranties of the investors and the Company and piggy-back registration rights for two years from the date of sale, subject to customary cutbacks and exceptions. The warrants to purchase 65,000 shares of common stock granted to the two accredited investors (the “Investor Warrants”), have substantially similar terms as the Note Warrants, discussed above, except that such Investor Warrants include an ownership blocker preventing any portion of the applicable Investor Warrant from being exercised if upon such exercise the applicable holder and its affiliates would own more than 4.999% of the Company’s then outstanding common stock, which may be increased to 9.999% with 61 days written notice to the Company.
The Company claims an exemption from registration for the issuance and sale of the 65,000 Investor Shares, Note Shares and Subscription Shares and the Investor Warrants, Note Warrants and Subscription Warrants (as discussed in Item 1.01, above), pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the offer and sale of such securities did not involve a public offering and the recipients were “accredited investor” and had access to similar information as would be included in a registration statement under the Securities Act. The securities were offered without any general solicitation by us or our representatives. The securities offered have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. No sales commissions were paid in connection with the sales of these securities.
If the Investor Warrants were exercised in full, a total of a maximum of 65,000 shares of common stock would be issuable upon exercise thereof.
If the Note Warrants were exercised in full, a total of a maximum of 200,000 shares of common stock would be issuable upon exercise thereof.
If the Offering Warrants were exercised in full, a total of a maximum of 300,000 shares of common stock would be issuable upon exercise thereof.
Item 8.01 Other Events.
After issuance of the Note Shares and Subscription Shares, the Company will have 13,711,824 shares of common stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Agassi Sports Entertainment Corp. | ||
| By: | /s/ Ronald S. Boreta | |
| Date: October 19, 2026 | Name: | Ronald S. Boreta |
| Title: | Chief Executive Officer | |
Exhibit 4.1
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.
| Warrant No.: Agassi-2026-O-02 | |
| Number of Shares: 200,000 | |
| Warrant Date: October 15, 2026 |
AGASSI
SPORTS ENTERTAINMENT CORP.
COMMON STOCK PURCHASE WARRANT
1. Issuance. For value received, the receipt of which is hereby acknowledged by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”), Investments AKA, LLC, or its registered assigns (the “Holder”), is hereby granted the right to purchase, until the close of business on October 15, 2029 (the “Expiration Date”), 200,000, subject to adjustment upon certain events as described in greater detail below, fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). This Common Stock Purchase Warrant (this “Warrant”) is being issued to the Holder in connection with Holder’s subscription for units of the Company pursuant to the terms of that certain Subscription Agreement dated on or around the date of the Warrant Date.
2. Exercise Price.
2.1 The exercise price per share of Common Stock shall be $7.00 per share (the “Exercise Price”)(subject to adjustment upon certain events as described in greater detail below). The Exercise Price shall be payable in cash in immediately available funds.
2.2 This Warrant may not be exercised via a cashless exercise.
3. Procedure for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the aggregate Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased (the “Warrant Shares”). This Warrant may be exercised in whole or in part, subject to the Beneficial Ownership Limitation (defined below). On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.
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4. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Warrant Shares the Company shall issue an additional share of Common Stock to the Holder or pay the Holder the fair market value of such fractional share, as determined in the reasonable discretion of the Board of Directors of the Company, in the Company’s sole discretion.
5. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Warrant Shares as shall be required for issuance upon exercise hereof. Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.
6. [Intentionally Removed].
7. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
8. No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
9. Effect of Certain Transactions.
9.1 Adjustments for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.
9.2 Fundamental Transactions. If at any time the Company plans to sell all or substantially all of its assets, or engage in a merger or consolidation of the Company in which the Company will not survive (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company)(each a “Fundamental Transaction”), the Company will give the Holder of this Warrant advance written notice at least thirty (30) days prior to the planned closing of the Fundamental Transaction. If this Warrant or any part thereof is not exercised by the Holder prior to the date of the closing of the Fundamental Transaction, this Warrant or any unexercised portion thereof, shall expire and terminate effective upon such event.
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10. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Securities Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Securities Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.
11. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:
If to the Company, to:
Agassi Sports Entertainment Corp.
Attn:
Ronald S. Boreta
1120 N Town Center Drive, Suite 160
Las Vegas, Nevada 89144
Email: ron@agassisports.com
If to the Holder, to its address appearing on the Company’s records.
Any party may designate another address or person for receipt of notices hereunder by written notice given at least five (5) business days prior to the date such change will be effective, given to the other parties in accordance with this Section.
12. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.
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13. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of the County of Clark, Nevada or in the federal courts located in the County of Clark, Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.
14. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
15. Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
16. Assignability. This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company, subject to applicable law. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.
17. Restrictions. By acceptance hereof, the Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have restrictions upon their resale imposed by state and federal securities laws.
[Remainder of page left intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the Warrant Date set forth above.
| COMPANY: | ||
|
Agassi Sports Entertainment Corp. | |
| /s/ Ronald S. Boreta | ||
| Name: | Ronald S. Boreta | |
| Title: | Chief Executive Officer | |
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-02 Page 5 of 6 |
NOTICE OF EXERCISE OF WARRANT
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Purchase Warrant Agassi-2026-0-02, issued by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”) and held by the undersigned, ____________________ shares of Common Stock of the Company. Payment of the Exercise Price per Warrant Share required under the Warrant accompanies this Notice.
The issuance of the shares of Common Stock in connection with this Notice of Exercise of Warrant will not cause the undersigned to exceed the Beneficial Ownership Limitation of the Warrant.
The undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes only, and not for resale or with a view to distribution of such Warrant Shares or any part thereof.
Date: ________, 20__
| WARRANTHOLDER: | |
| Signature:___________________________ | |
| Print Name:___________________________ | |
| Title:___________________________ | |
| Address:___________________________ | |
| Name in which Shares should be registered:___________________________ |
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-02 Page 6 of 6 |
Exhibit 4.2
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.
Warrant No.: Agassi-2026-O-01
Number of Shares: 300,000
Warrant Date: October 16, 2026
AGASSI SPORTS ENTERTAINMENT CORP.
COMMON STOCK PURCHASE WARRANT
1. Issuance. For value received, the receipt of which is hereby acknowledged by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”), Investments AKA, LLC, or its registered assigns (the “Holder”), is hereby granted the right to purchase, until the close of business on October 16, 2029 (the “Expiration Date”), 300,000, subject to adjustment upon certain events as described in greater detail below, fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). This Common Stock Purchase Warrant (this “Warrant”) is being issued to the Holder in connection with Holder’s subscription for units of the Company pursuant to the terms of that certain Subscription Agreement dated on or around the date of the Warrant Date.
2. Exercise Price.
2.1 The exercise price per share of Common Stock shall be $7.00 per share (the “Exercise Price”)(subject to adjustment upon certain events as described in greater detail below). The Exercise Price shall be payable in cash in immediately available funds.
2.2 This Warrant may not be exercised via a cashless exercise.
3. Procedure for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the aggregate Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased (the “Warrant Shares”). This Warrant may be exercised in whole or in part, subject to the Beneficial Ownership Limitation (defined below). On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.
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4. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Warrant Shares the Company shall issue an additional share of Common Stock to the Holder or pay the Holder the fair market value of such fractional share, as determined in the reasonable discretion of the Board of Directors of the Company, in the Company’s sole discretion.
5. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Warrant Shares as shall be required for issuance upon exercise hereof. Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.
6. [Intentionally Removed].
7. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
8. No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
9. Effect of Certain Transactions.
9.1 Adjustments for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.
9.2 Fundamental Transactions. If at any time the Company plans to sell all or substantially all of its assets, or engage in a merger or consolidation of the Company in which the Company will not survive (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company)(each a “Fundamental Transaction”), the Company will give the Holder of this Warrant advance written notice at least thirty (30) days prior to the planned closing of the Fundamental Transaction. If this Warrant or any part thereof is not exercised by the Holder prior to the date of the closing of the Fundamental Transaction, this Warrant or any unexercised portion thereof, shall expire and terminate effective upon such event.
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10. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Securities Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Securities Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.
11. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:
If to the Company, to:
Agassi Sports Entertainment Corp.
Attn: Ronald S. Boreta
1120 N Town Center Drive, Suite 160
Las Vegas, Nevada 89144
Email: ron@agassisports.com
If to the Holder, to its address appearing on the Company’s records.
Any party may designate another address or person for receipt of notices hereunder by written notice given at least five (5) business days prior to the date such change will be effective, given to the other parties in accordance with this Section.
12. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.
13. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of the County of Clark, Nevada or in the federal courts located in the County of Clark, Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.
14. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
15. Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
16. Assignability. This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company, subject to applicable law. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.
17. Restrictions. By acceptance hereof, the Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have restrictions upon their resale imposed by state and federal securities laws.
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the Warrant Date set forth above.
COMPANY:
| Agassi Sports Entertainment Corp. | ||
| /s/ Ronald S. Boreta | ||
| Name: | Ronald S. Boreta | |
| Title: | Chief Executive Officer | |
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 4 Of 5 |
NOTICE OF EXERCISE OF WARRANT
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Purchase Warrant Agassi-2026-0-01, issued by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”) and held by the undersigned, ____________________ shares of Common Stock of the Company. Payment of the Exercise Price per Warrant Share required under the Warrant accompanies this Notice.
The issuance of the shares of Common Stock in connection with this Notice of Exercise of Warrant will not cause the undersigned to exceed the Beneficial Ownership Limitation of the Warrant.
The undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes only, and not for resale or with a view to distribution of such Warrant Shares or any part thereof.
Date: ________, 20__
| WARRANTHOLDER: | |
| Signature:___________________________ | |
| Print Name:___________________________ | |
| Title:___________________________ | |
| Address:___________________________ | |
| Name in which Shares should be registered:___________________________ |
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 5 Of 5 |
Exhibit 10.2
First Amendment to Convertible Promissory Note
This First Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of October 15, 2026, by and between Agassi Sports Entertainment Corp., a Nevada corporation (“Borrower”), and Investments AKA, LLC (“Holder”). This Amendment becomes effective immediately upon execution and delivery by both parties (the “Conversion Time”). Capitalized terms not defined herein have the meanings given in the Note identified below.
WHEREAS, Borrower issued to Holder Convertible Promissory Note CN-1, effective July 28, 2026, in the original principal amount of $1,000,000 (the “Note”)1; and
WHEREAS, the parties desire to amend the Note pursuant to Section 25 thereof to provide for its immediate conversion into shares of Borrower’s common stock and warrants on the economic terms of Borrower’s most recent funding round, which included the purchase of units, each consisting of one share of common stock and one warrant to purchase one share of common stock, for a total purchase price of $5.00 per unit.
NOW, THEREFORE, in consideration of the mutual agreements herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Immediate Conversion.
Notwithstanding Sections 2 and 3 of the Note or any other provision thereof, at the Conversion Time, the entire outstanding principal of the Note ($1,000,000), together with all accrued and unpaid Interest through immediately before the Conversion Time (collectively, the “Conversion Amount”), shall automatically and irrevocably convert into (a) 200,000 shares of Borrower’s common stock, $0.001 par value per share (the “Conversion Shares”), and (b) warrants to purchase an aggregate of 200,000 shares of such common stock in the form of Exhibit A hereto (the “Conversion Warrants” and, together with the Conversion Shares, the “Conversion Securities”). No additional payment shall be required for issuance of the Conversion Securities; exercise of the Conversion Warrants remains subject to their terms.
The conversion is effective without further election, notice, surrender of the Note or other action by either party and is not conditioned upon any financing closing or Borrower’s receipt of any minimum amount of new money. The parties expressly waive the $3,000,000 new-money threshold, the timing requirements tied to the Next Equity Financing and the notice and delivery procedures in Section 2 of the Note solely for this conversion. Sections 2 and 3 of the Note are superseded by this Amendment to the extent applicable to this conversion.
2. Interest Clarification and Waiver.
Notwithstanding anything to the contrary in the Note, the parties confirm that their original intention was for interest under the Note to be compounded semi-annually, rather than monthly, and agree that the Note shall be interpreted accordingly. The parties further agree, effective retroactively as of the issuance of the Note, that no interest shall be deemed to have accrued or become payable under the Note through the Conversion Time. To the extent any interest nevertheless accrued or is determined to have accrued during that period, Holder hereby irrevocably waives and forgives all such interest and releases Borrower from any obligation to pay or otherwise satisfy it. Accordingly, the Conversion Amount shall consist solely of the outstanding principal balance of the Note, and no interest shall be included in determining the Conversion Securities issuable to Holder.
1 https://www.sec.gov/Archives/edgar/data/930245/000149315226035332/ex10-1.htm
First Amendment to Convertible Promissory Note |
| Page 1 of 3 |
3. Issuance and Satisfaction.
At the Conversion Time, Borrower shall issue the Conversion Shares in Holder’s name on its stock ledger and execute and issue the Conversion Warrants to Holder. Borrower shall reserve sufficient authorized and unissued common stock for full exercise of the Conversion Warrants. The Conversion Securities and the underlying shares shall bear applicable restrictive legends, subject to removal when permitted under applicable securities laws and the governing instruments.
At the Conversion Time, Holder’s rights as a creditor under the Note shall terminate and be replaced by its irrevocable rights to the Conversion Securities and to performance under this Amendment. The Note shall be deemed fully satisfied and canceled, Interest shall cease to accrue, and Holder shall have no right to further payment of principal, Interest or other amounts under the Note. Holder waives any fees or other amounts otherwise payable under the Note in excess of the Conversion Amount. A delay in delivery of evidence of the Conversion Securities shall not defer the conversion or restore the indebtedness and shall not limit Holder’s remedies to enforce this Amendment.
4. Representations and Further Assurances.
Each party represents that it has authority to execute and perform this Amendment and has obtained the approvals and consents necessary for such execution and performance. Holder represents that it owns the Note free of any assignment, participation, pledge or other encumbrance and reaffirms the investment and securities-law representations in Section 16 of the Note as of the Conversion Time with respect to the Conversion Securities and underlying shares. Borrower represents that the Conversion Shares, when issued pursuant hereto, will be validly issued, fully paid and nonassessable; the Conversion Warrants will be valid and binding obligations of Borrower, subject to customary bankruptcy and equitable-remedy limitations; and the underlying shares, when issued upon exercise in accordance with their terms, will be validly issued, fully paid and nonassessable. Each party shall execute reasonably necessary documents to implement this Amendment.
5. Miscellaneous.
Except as expressly amended hereby and subject to the satisfaction and cancellation provided herein, the Note is ratified. This Amendment controls any conflict with the Note, and the obligations created hereby survive its cancellation. This Amendment forms the parties’ entire agreement concerning this conversion, and may be amended only by a writing signed by both parties. Sections 20, 23, 24, 27, 28, and 29 of the Note concerning governing law and forum, attorneys’ fees, severability, counterparts and electronic delivery, review of this Amendment, and notices are incorporated herein and survive cancellation of the Note.
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| Page 2 of 3 |
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
“Borrower”
| AGASSI SPORTS ENTERTAINMENT CORP. | |
| /s/ Ronald S. Boreta | |
| Ronald S. Boreta | |
| Chief Executive Officer | |
| “Holder” | |
| INVESTMENTS AKA, LLC | |
| /s/ Shawn Cable | |
| Shawn Cable | |
| Chief Financial Officer |
First Amendment to Convertible Promissory Note |
| Page 3 of 3 |
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.
| Warrant No.: Agassi-2026-O-02 | |
| Number of Shares: 200,000 | |
| Warrant Date: October 15, 2026 |
AGASSI
SPORTS ENTERTAINMENT CORP.
COMMON STOCK PURCHASE WARRANT
1. Issuance. For value received, the receipt of which is hereby acknowledged by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”), Investments AKA, LLC, or its registered assigns (the “Holder”), is hereby granted the right to purchase, until the close of business on October 15, 2029 (the “Expiration Date”), 200,000, subject to adjustment upon certain events as described in greater detail below, fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). This Common Stock Purchase Warrant (this “Warrant”) is being issued to the Holder in connection with Holder’s subscription for units of the Company pursuant to the terms of that certain Subscription Agreement dated on or around the date of the Warrant Date.
2. Exercise Price.
2.1 The exercise price per share of Common Stock shall be $7.00 per share (the “Exercise Price”)(subject to adjustment upon certain events as described in greater detail below). The Exercise Price shall be payable in cash in immediately available funds.
2.2 This Warrant may not be exercised via a cashless exercise.
3. Procedure for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the aggregate Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased (the “Warrant Shares”). This Warrant may be exercised in whole or in part, subject to the Beneficial Ownership Limitation (defined below). On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-02 Page 1 of 6 |
4. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Warrant Shares the Company shall issue an additional share of Common Stock to the Holder or pay the Holder the fair market value of such fractional share, as determined in the reasonable discretion of the Board of Directors of the Company, in the Company’s sole discretion.
5. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Warrant Shares as shall be required for issuance upon exercise hereof. Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.
6. [Intentionally Removed].
7. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
8. No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
9. Effect of Certain Transactions.
9.1 Adjustments for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.
9.2 Fundamental Transactions. If at any time the Company plans to sell all or substantially all of its assets, or engage in a merger or consolidation of the Company in which the Company will not survive (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company)(each a “Fundamental Transaction”), the Company will give the Holder of this Warrant advance written notice at least thirty (30) days prior to the planned closing of the Fundamental Transaction. If this Warrant or any part thereof is not exercised by the Holder prior to the date of the closing of the Fundamental Transaction, this Warrant or any unexercised portion thereof, shall expire and terminate effective upon such event.
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10. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Securities Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Securities Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.
11. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:
If to the Company, to:
Agassi Sports Entertainment Corp.
Attn:
Ronald S. Boreta
1120 N Town Center Drive, Suite 160
Las Vegas, Nevada 89144
Email: ron@agassisports.com
If to the Holder, to its address appearing on the Company’s records.
Any party may designate another address or person for receipt of notices hereunder by written notice given at least five (5) business days prior to the date such change will be effective, given to the other parties in accordance with this Section.
12. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.
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13. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of the County of Clark, Nevada or in the federal courts located in the County of Clark, Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.
14. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
15. Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
16. Assignability. This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company, subject to applicable law. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.
17. Restrictions. By acceptance hereof, the Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have restrictions upon their resale imposed by state and federal securities laws.
[Remainder of page left intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the Warrant Date set forth above.
| COMPANY: | ||
|
Agassi Sports Entertainment Corp. | |
| Name: | Ronald S. Boreta | |
| Title: | Chief Executive Officer | |
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NOTICE OF EXERCISE OF WARRANT
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Purchase Warrant Agassi-2026-0-02, issued by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”) and held by the undersigned, ____________________ shares of Common Stock of the Company. Payment of the Exercise Price per Warrant Share required under the Warrant accompanies this Notice.
The issuance of the shares of Common Stock in connection with this Notice of Exercise of Warrant will not cause the undersigned to exceed the Beneficial Ownership Limitation of the Warrant.
The undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes only, and not for resale or with a view to distribution of such Warrant Shares or any part thereof.
Date: ________, 20__
| WARRANTHOLDER: | |
| Signature:___________________________ | |
| Print Name:___________________________ | |
| Title:___________________________ | |
| Address:___________________________ | |
| Name in which Shares should be registered:___________________________ |
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Exhibit 10.3
SUBSCRIPTION AGREEMENT
IN
AGASSI SPORTS ENTERTAINMENT CORP.
A. Subscription. This Agreement has been executed by the individual or entity whose name is set forth under Section I of “Subscriber Information” below (the “Subscriber”), in connection with the Subscriber’s subscription to purchase that number of units (the “Units”), each consisting of (a) one share of restricted common stock (the “Shares”), $0.001 par value per share (“Common Stock”) of Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”); and (b) one warrant to purchase one (1) share of Common Stock of the Company (the “Warrants”, and the shares of Common Stock issuable upon exercise thereof, the “Warrant Shares”) as set forth in Section II of “Subscriber Information” below. This Subscription Agreement is referred to herein as the “Agreement” or the “Subscription”. The sale of the Units is defined herein as the “Offering”. The Offering is made in reliance upon an exemption from registration under the federal securities laws provided by. Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The purchase price of each Unit is $5.00, and the aggregate purchase price for all Units purchased hereby is $1,500,000 (the “Purchase Price”). As used herein, “Securities” means the Shares, Warrants and Warrant Shares. The Subscriber paid the Company the full Purchase Price on October 15, 2026.
The Warrants have a term of three years and an exercise price of $7.00 (subject to adjustment for stock splits and similar transactions as described therein), and such other terms as are set forth in the Form of Common Stock Purchase Agreement attached hereto as Exhibit 2.
The Company reserves the right to reject orders for the purchase of Units in whole or in part, and if a subscription is rejected the subscriber’s funds will be returned without interest the next business day after rejection. There is no amount required for an initial closing, and all proceeds will be available for immediate use by the Company.
When the context in which words are used in this Subscription Agreement (“Agreement”) indicates that such is the intent, singular words shall include the plural, and vice versa, and masculine words shall include the feminine and neuter genders, and vice versa. Any reference to a person shall include an individual, trust, estate, or any incorporated or unincorporated organization, including general or limited partnerships, limited liability companies, corporations, joint ventures and cooperatives, and all heirs, executors, administrators, legal representatives, successors and assigns of such person where permitted or required by the context. Captions are inserted for convenience only, are not a part of this Agreement, and shall not be used in the interpretation of this Agreement.
B. Acceptance of Subscription. It is understood and agreed that the Company shall have the right to accept or reject this subscription (the “Subscription”), in whole or in part, and that the same shall be deemed to be accepted by the Company only when it is signed by the Company.
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C. Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows:
i) Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Company and the suitability of the Securities as an investment for Subscriber;
ii) Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of the Securities Act, and has completed the Eligibility Representations of Subscriber beginning on page 22 of this Agreement;
iii) The Subscriber is acquiring the Units and will acquire the Warrant Shares, to the extent acquired, for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in his, her or its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his, her or its sale or distribution of the Securities. No one other than the Subscriber has any beneficial interest in said securities. No person has made to the Subscriber any written or oral representations: (x) that any person will resell or repurchase any of the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or value of any of the Securities;
iv) Subscriber has received no representations or warranties from the Company, or its affiliates, employees or agents regarding the Securities or suitability of an investment in the Securities or the Company other than those set forth herein and attached hereto;
v) Subscriber is able to bear the economic risk of the investment in the Securities and Subscriber has sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur;
vi) Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s);
vii) Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of this investment and the Offering and the Securities, and all such questions have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber any information for investment purposes other than as contained in this Agreement and the attachments hereto, and Subscriber is relying on its own investigation and evaluation of the Company and the Securities in making an investment hereunder and not on any other information whatsoever, including, but not limited to, any presentations or other materials, other than this Agreement and the attachments, provided to the Subscriber by the Company;
viii) The Subscriber recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase Units is placed at the risk of the business and may be completely lost. The purchase of Units as an investment involves special risks;
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ix) The Subscriber: (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full authority, legal capacity and competence to enter into, execute and deliver this Agreement and all other related agreements or certificates and to take all actions required pursuant hereto and thereto and to carry out the provisions hereof and thereof, or (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities and such entity is duly organized, validly existing and in good standing under the laws of the state of its organization. Subscriber is a bona fide resident and domiciliary of the state set forth in the Eligibility Representations of Subscriber included at the end of this Agreement (the “Eligibility Representations”) and has no present intention to become a resident of any other state or jurisdiction. Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity, provided further that such entity has validly authorized and approved such entity’s entry into this Agreement and the transactions contemplated herein. The purchase of Securities as an investment involves special risks;
x) The Subscriber is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and Eligibility Representations, which Eligibility Representations Subscriber has completed completely and honestly;
xi) Subscriber acknowledges and is aware of the following:
(1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have no right to require that the Securities be registered under the Securities Act, except as set forth below in Section H; there may not be any public market for the Securities; Subscriber may not be able to use the provisions of Rule 144 of the Securities Act with respect to the resale of the Securities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the Securities Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer;
(2) No federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities for investment or any recommendation or endorsement of the Securities;
(3) The Securities have not been approved or registered under any Blue Sky law or with any State Securities Division, in reliance on exemptions from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law; and
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(4) The purchase of Securities under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Securities from applicable Federal, state and provincial securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction; provided, however, that upon any such rescission, the Company shall promptly return to Subscriber all funds received by the Company from the Subscriber prior to such rescission.
(5) The Company may pay to one or more placement agents, finders or other third parties cash compensation in connection with the Offering in an amount of up to ten percent (10%) of the aggregate gross proceeds raised from investors introduced or procured by such parties and may issue warrants to purchase a number of shares of Common Stock equal to up to three percent (3%) of the securities sold to such investors. Such warrants shall be exercisable for a period of three (3) years from the date of issuance at an exercise price equal to the per share purchase price paid by investors in the Offering and shall contain net cashless exercise provisions. By executing this Subscription Agreement, the Subscriber acknowledges and agrees to the foregoing and confirms that the payment of such compensation and issuance of such warrants shall not give rise to any claim by the Subscriber against the Company or any adjustment to the terms of the Securities purchased by the Subscriber pursuant to this Subscription Agreement. The Subscriber acknowledges that all such compensation shall be borne solely by the Company out of its gross proceeds and shall not increase the aggregate purchase price payable by the Subscriber hereunder. The Company represents that any such compensation shall only be paid to parties properly registered as broker-dealers under applicable securities laws or operating pursuant to a valid exemption therefrom.
xii) The Subscriber has carefully considered and has, to the extent it believes such discussion is necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and that the Subscriber and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it;
xiii) The Subscriber has not become aware of this Offering and has not been offered Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Subscriber’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising;
xiv) The Subscriber realizes that the Securities cannot readily be sold and will be restricted securities and therefore the Securities must not be purchased unless the Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and the Subscriber can provide for current needs and possible personal contingencies;
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xv) The Subscriber confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Securities for an indefinite period of time, and (iii) to afford a complete loss of its investment. The Subscriber also represents that it has (x) adequate means of providing for his, her or its current needs and possible personal contingencies, and (y) has no need for liquidity in this particular investment;
xvi) The Subscriber understands that the Securities are being offered and sold to it in reliance on specific exemptions from or non-application of the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Securities. All information which the Subscriber has provided to the Company concerning the Subscriber’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to acceptance of this Agreement by the Company, the Subscriber will immediately provide the Company with such information;
xvii) The Subscriber has the requisite power and authority to enter into and perform the transactions contemplated by this Agreement and the purchase of the Units. The execution, delivery and performance of this Agreement by the Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or other entity action, and no further consent or authorization of the Subscriber or its Board of Directors, managers, stockholders, members, trustees, holders or partners, as the case may be, as required. When executed and delivered by the Subscriber, this Agreement shall constitute a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms;
xviii) The Subscriber has not agreed to act with any of the other investors for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Subscriber is acting independently with respect to its investment in the Securities;
xix) The Subscriber confirms and certifies that:
(a) Subscriber is in receipt of and has carefully and thoroughly read and reviewed and understands the Information for Residents of Certain States, attached as Exhibit 1 hereto;
(b) The Subscriber has carefully and thoroughly read and reviewed and understands the form of Common Stock Purchase Warrant, a copy of which is attached hereto as Exhibit 2;
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(c) The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of Subscriber hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns.
(d) No federal or state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act and the provisions of Rule 506(b) of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein.
(e) No person or entity acting on behalf, or under the authority, of Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this subscription.
(f) IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(g) THIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.
xx) The Subscriber confirms and acknowledges that the Company is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. The Subscriber further confirms that the Company may undertake additional offerings in the future and/or may issue shares to consultants or employees at offering prices below that of the Offering, which may cause dilution to the Subscriber;
xxi) The Subscriber expressly represents and warrants to the Company that (a) before executing this Agreement, it has fully informed itself of the terms, contents, conditions and effects of this Agreement, and the exhibits hereto, the Company and the Securities; (b) the Subscriber has relied solely and completely upon its own judgment in executing this Agreement; (c) the Subscriber has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; and (d) the Subscriber has acted voluntarily and of its, his or her own free will in executing this Agreement;
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xxii) The Subscriber acknowledges that it has prior investment experience, including without limitation, investments in non-listed and non-registered securities, or it has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment;
xxiii) The amounts invested by the Subscriber in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by the Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists;
xxiv) The Subscriber understands and acknowledges that (i) the Units are being offered and sold to Subscriber without registration under the Securities Act in a private placement that is exempt from the registration provisions under Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D, and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations, and such Subscriber hereby consents to such reliance;
xxv) The Subscriber certifies, under penalty of perjury, (i) that the social security or Tax Identification Number set forth herein is true, correct and complete, and (ii) that the Subscriber is not subject to backup withholding under section 3406(a)(1)(c) of the Internal Revenue Code, as amended (the “IRC”) either because the Subscriber has not been notified that the Subscriber is subject to such backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified the Subscriber that the Subscriber is no longer subject to backup withholding;
xxvi) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. The Subscriber understands and acknowledges that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Company if the Subscriber becomes aware of any change in the information set forth in these representations;
xxvii) To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2 or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below;
1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.
2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
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xxviii) If the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Subscriber receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Subscriber represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;
xxix) Subscriber confirms that he, she or it is familiar with Rule 144 of the Securities Act (“Rule 144”)5 and understands that the Company ceased to be a ‘shell company’, as defined in Rule 144, as of May 31, 2025 and filed “Form 10 information” (as defined in Rule 144) with the Securities and Exchange Commission on June 4, 2025. Pursuant to Rule 144(i), Rule 144 is not available for sales of securities of the Company, including the Shares, Warrants or Warrant Shares, until or unless, the Company remains subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the applicable sale (or for such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed since the Company filed current “Form 10 information” (as defined in Rule 144) with the Securities and Exchange Commission reflecting its status as an entity that is no longer a ‘shell company’. As a result, although Rule 144 became available for the Company on June 4, 2026, Rule 144 may not be available in the future if all other conditions of Rule 144(i) and Rule 144 are not met. Subscriber understands that Rule 144 will not be available for the sale of the Securities in the future in the event that the Company becomes a ‘shell company’, ceases to file reports required by section 13 or 15(d) of the Exchange Act, or otherwise fails to meet the requirements of Rule 144(i) and as such the Subscriber may be required to hold the Securities indefinitely.
xxx) Subscriber acknowledges that he, she or it, is a sophisticated investor capable of assessing and assuming investment risks with respect to securities, including the Securities, and further acknowledges that the Company is entering into this Agreement with the Subscriber in reliance on this acknowledgment and with Subscriber’s understanding, acknowledgment and agreement that the Company is privy to material non-public information regarding the Company (collectively, the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as Subscriber, when making investment disposition decisions, including the decision to enter into this Agreement, and Subscriber’s decision to enter into the Agreement is being made with full recognition and acknowledgment that the Company is privy to the Non-Public Information, irrespective of whether such Non-Public Information has been provided to Subscriber. Subscriber hereby waives any claim, or potential claim, he has or may have against the Company relating to the Company’s possession of Non-Public Information. Subscriber has specifically requested that the Company not provide it with any Non-Public Information. Subscriber understands and acknowledges that the Company would not enter into this Agreement in the absence of the representations and warranties set forth in this paragraph, and that these representations and warranties are a fundamental inducement to the Company in entering into this Agreement; and
5 https://www.law.cornell.edu/cfr/text/17/230.144
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xxxi) Subscriber is aware of, has received and had an opportunity to review (A) the (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2025; and (ii) the Company’s Quarterly Report(s) on Form 10-Q and current reports on Form 8-K (which filings can be accessed by going to https://www.sec.gov/edgar/search/, typing “Agassi Sports Entertainment Corp.” in the “Search by keyword, ticker, company name, CIK number or individual’s name” field, and clicking the “Search” button), from January 1, 2026, to the date of this Agreement, in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors (if any), results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of the Company; (B) has, prior to the date of this Agreement, been given an opportunity to ask questions of and receive answers from the Company’s officers and Directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company.
D. Representations and Warranties of the Company. The Company hereby represents and warrants to the Subscriber as follows:
i) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority necessary to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to possess such power or authority would not reasonably be expected to have a Material Adverse Effect. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” means any event, circumstance, development, occurrence, condition, change or effect that, individually or in the aggregate with all other events, circumstances, developments, occurrences, conditions, changes or effects, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, properties, operations or financial condition of the Company, or (b) the ability of the Company to consummate the transactions contemplated by this Agreement or perform its material obligations hereunder; provided, however, that none of the following, alone or in combination, shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (A) changes in general economic, financial market, regulatory or political conditions generally, (B) changes generally affecting the industries or markets in which the Company operates, (C) changes in applicable laws or Generally Accepted Accounting Principles (GAAP), (D) acts of war, terrorism, cyberattack, sabotage, natural disasters, pandemics or other force majeure events, (E) any decline in the market price or trading volume of the Company’s securities (provided that the underlying causes thereof may be considered), or (F) the announcement, pendency or consummation of the transactions contemplated hereby, except, in the case of clauses (A) through (F), to the extent such matters disproportionately adversely affect the Company, relative to other similarly situated companies operating in the industries in which the Company operates.
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ii) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and the Company’s Articles of Incorporation, as amended and restated to date, and the Company’s Bylaws, as amended and restated to date (collectively, the “Organizational Documents”). This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles.
iii) The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate any provision of the Company’s Organizational Documents, (b) conflict with, violate, result in a breach of, constitute a default under, or result in the acceleration of any obligation under any material agreement to which the Company is a party or by which the Company or any of its assets is bound, or (c) violate any applicable law or order applicable to the Company or its properties or assets, except, in the case of clauses (b) and (c), as would not reasonably be expected to have a Material Adverse Effect.
iv) As of October 15, 2026, the authorized capital stock of the Company consisted of 500,000,000 shares of Common Stock, of which 13,211,824 shares were issued and outstanding, and 5,000,000 shares of preferred stock, of which no shares were issued and outstanding. Except as disclosed in the SEC Reports (defined below) filed prior to the date hereof, there were no outstanding options, warrants, rights, conversion rights, exchange rights or other agreements or commitments obligating the Company to issue or sell any shares of capital stock or other equity interests of the Company. It is understood, agreed, and acknowledged that the Company may issue or grant equity pursuant to the Company’s 2026 Equity Incentive Plan.
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v) The Shares to be issued pursuant to this Agreement have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and issued free and clear of all preemptive rights arising under the Company’s Organizational Documents or applicable law. The Warrants have been authorized and the Warrant Shares, issuable upon exercise of the agreements evidencing the Warrants, when issued, delivered and paid for in accordance with the terms of the Warrant agreement, will be validly issued, fully paid and non-assessable and issued free and clear of all preemptive rights arising under the Company’s Organizational Documents or applicable law.
vi) The Company has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act, for the twelve (12) months preceding the date hereof (collectively, the “SEC Reports”). As of their respective filing dates (or, if amended, as of the date of such amendment), the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
vii) Except as disclosed in the SEC Reports filed prior to the date hereof, the Company does not have any liabilities or obligations of any nature, whether accrued, contingent, absolute or otherwise, other than (a) liabilities incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the SEC Reports, (b) liabilities incurred in connection with this Agreement and the transactions contemplated hereby, or (c) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
viii) Since the date of the filing of the Company’s most recent Quarterly Report on Form 10-Q, except as disclosed in the SEC Reports filed prior to the date hereof, (a) there has not occurred any Material Adverse Effect, and (b) the Company has conducted its business in the ordinary course consistent with past practice in all material respects.
E. Indemnification. Subscriber and Company each acknowledge and understand the meaning and legal consequences of their respective representations, warranties, covenants and agreements contained herein. Subject to the limitations set forth in this paragraph E:
(a) Subscriber hereby agrees to indemnify and hold harmless the Company and its affiliates and their respective partners, members, managers, shareholders, officers, directors, employees, agents, attorneys and representatives (collectively, the “Company Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, judgments, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from any material breach by Subscriber of any representation, warranty, covenant or agreement made by Subscriber herein; and
(b) The Company hereby agrees to indemnify and hold harmless Subscriber and its affiliates and their respective partners, members, managers, shareholders, officers, directors, employees, agents, attorneys and representatives (collectively, the “Subscriber Indemnified Parties”) from and against any and all losses, claims, damages, liabilities, judgments, penalties, costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from any material breach by the Company of any representation, warranty, covenant or agreement made by the Company herein.
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Notwithstanding anything herein to the contrary:
(i) in no event shall the Subscriber or the Company be liable to the other party or any other Person for any consequential, indirect, incidental, special, exemplary, punitive or speculative damages, including lost profits, diminution in value, loss of opportunity or trading losses, except to the extent such damages are payable to a third party pursuant to a final non-appealable judgment. “Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority or other entity;
(ii) the aggregate liability of the Company and its affiliates arising out of or relating to this Agreement or the transactions contemplated hereby shall not exceed the aggregate Subscription Amount actually paid by Subscriber to the Company pursuant to this Agreement;
(iii) the aggregate liability of Subscriber arising out of or relating to this Agreement or the transactions contemplated hereby shall not exceed the Subscription Amount actually paid or committed to be paid by Subscriber pursuant to this Agreement;
(iv) the indemnification provisions set forth herein shall constitute the sole and exclusive monetary remedy of the Parties for any breach of this Agreement or any representation, warranty, covenant or agreement contained herein; provided, however, that nothing herein shall limit any Party’s rights or remedies arising from fraud, intentional misconduct or violations of applicable federal or state securities laws; and
(v) no Party shall be entitled to recover duplicative damages or amounts previously recovered by such Party or its affiliates in connection with the same claim, loss or matter.
Notwithstanding the foregoing, no representation, warranty, acknowledgment or agreement made herein by Subscriber shall constitute a waiver of any rights granted to Subscriber under applicable federal or state securities laws.
The representations, warranties, covenants and agreements contained herein shall survive the execution and delivery of this Agreement and the acceptance or rejection of this Agreement by the Company.
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F. Compliance with Securities Laws. Subscriber understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Securities in substantially the following form:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”
G. Additional Financings and Variations Within This Offering; No Most Favored Nation; No Preemptive Rights.
(i) Subscriber acknowledges and agrees that the Company and its affiliates may, in connection with this Offering or at any time and from time to time (whether before, concurrently with, or after the closing of the sale of the Units to Subscriber or the closing of the Offering as a whole), seek to raise capital, issue securities, or enter into agreements with one or more investors on terms that vary from those set forth in this Subscription Agreement. Such variations may include, without limitation, public or private offerings, debt financings, equity financings, convertible or exchangeable securities, derivative instruments, strategic transactions, joint ventures, at-the-market offerings, registered direct offerings, or any other form of financing or issuance, including through the grant of side letters, additional securities, warrants, or other consideration to certain subscribers or investors in this Offering.
(ii) Subscriber further acknowledges and agrees that any such issuances or agreements (including within this Offering) may be consummated on terms and conditions that are different from, more favorable than, or less favorable than the terms of this Subscription Agreement and the Securities issued to Subscriber, including, without limitation:
A. pricing that is higher or lower than the purchase price paid by Subscriber;
B. securities with rights, preferences, privileges, conversion or exercise prices, voting rights, liquidation preferences, registration rights, anti-dilution protections, or other terms that are senior to, pari passu with, or junior to the Securities;
C. the grant of side letters, additional securities, warrants, discounts, or other consideration or benefits to one or more subscribers or investors (whether or not offered or provided to Subscriber, but which may be provided to other investors in the Offering);
D. discounted, structured, or negotiated transactions with one or more investors; or
E. any other economic, governance, or structural terms.
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(iii) Subscriber expressly waives any claim, right, or remedy arising from any such issuance or agreement (whether in this Offering or otherwise), including any claim based on parity, equal treatment, dilution, most-favored-nation status, price protection, anti-dilution rights, or similar theory (whether arising under contract, equity, fiduciary duty, or otherwise). Subscriber agrees that the Company has no obligation to offer the same or similar terms to Subscriber that it offers to any other subscriber or investor in this Offering or in any other financing.
(iv) Subscriber further agrees that it has no preemptive rights, rights of first refusal, participation rights, rights to notice of, or any other rights to participate in, any portion of this Offering, any variation of terms within this Offering, or any future or concurrent offering or issuance of securities by the Company, unless expressly set forth in a separate written agreement executed by the Company. The Company shall have no obligation to provide Subscriber with notice of, or an opportunity to review or participate in, any such terms, side letters, additional securities, or other arrangements with other subscribers or investors.
(v) This Section G shall survive the closing of the sale of the Units, the closing of the Offering (in whole or in part), and any termination of this Subscription Agreement.
H. Piggyback Registration Rights.
i) The Company covenants and agrees that if, at any time prior to the Registration Rights Expiration Date (defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Company’s employees (Form S-8) or in connection with an acquisition, merger or similar transaction (Form S-4)) under the Securities Act in a secondary registration on behalf of holders of such securities (and not in a primary registration for the Company’s own account), and the registration form to be used may be used for the issuance or resale of the Shares and Warrant Shares and/or the shares of Common Stock issuable pursuant to the conversion of that certain $1,000,000 Convertible Promissory Note held by the Subscriber which is being converted on or around the date hereof, and/or any shares of Common Stock issuable upon exercise of the warrants to purchase shares of Common Stock granted to the Subscriber upon the conversion of such Convertible Promissory Note (collectively, the “Registrable Securities”), the Company will give prompt written notice to each Subscriber of its intention to file such registration statement and will offer to include in such registration statement such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) business days after the giving of notice by the Company (the “Piggyback Registration Rights”). Notwithstanding the obligations set forth above, if any Securities and Exchange Commission guidance sets forth a limitation on the number of securities permitted to be registered on a particular registration statement as a secondary offering, the number of Registrable Securities to be registered on such registration statement will be reduced pro rata between the Subscriber and other parties whose securities are included in such registration statement. The “Registration Rights Expiration Date” shall be two years from the date of the Company’s acceptance of the Subscriber’s purchase of the Securities.
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ii) As a condition to including such Registrable Securities in such registration statement, as applicable, Subscriber shall enter into a confirmation/acknowledgement agreement with the Company, confirming his, her or its beneficial ownership of Company securities, the owners of any entities holding Company securities which he, she or it beneficially owns, the plan of distribution of the registration statement, and such other matters as the Company or its legal counsel may reasonably request.
iii) Subscriber agrees to sell all Registrable Securities registered under any registration statement and sold in connection therewith, in compliance with the plan of distribution set forth in such registration statement and any and all applicable prospectus delivery requirements, and to immediately cease and refrain from selling Registrable Securities, upon written notice from the Company, that any registration statement registering the resale of the Registrable Securities is not effective, contains any misstatements or omissions, that the prospectus included in such registration statement no longer complies with the requirements of Section 10 of the Securities Act, or that the prospectus or registration statement can no longer be relied upon for any reason, until such time as Subscriber is notified by the Company that such registration statement is effective or such prospectus is compliant with Section 10 of the Securities Act, or otherwise.
iv) Each Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, to the extent arising out of or based solely upon: (x) such Subscriber’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Subscriber to the Company expressly for inclusion in such registration statement or such prospectus or (ii) to the extent, but only to the extent, that such information relates to such Subscriber’s proposed method of distribution of registrable securities and was reviewed and expressly approved in writing by such Subscriber expressly for use in a registration statement, such prospectus or in any amendment or supplement thereto or (iii) in the case such Subscriber uses an outdated, defective or otherwise unavailable prospectus after the Company has notified such Subscriber in writing that the prospectus is outdated, defective or otherwise unavailable for use by such Subscriber. In no event shall the liability of Subscriber under this Section be greater in amount than the dollar amount of the net proceeds received by such Subscriber upon the sale of the registrable securities giving rise to such indemnification obligation.
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v) Promptly after receipt by an indemnified party of notice of any claim, action, or proceeding as to which indemnity may be sought under this Section H, such indemnified party shall notify the indemnifying party in writing of the commencement thereof; provided, that the failure to so notify shall not relieve the indemnifying party of any liability it may have hereunder, except to the extent the indemnifying party is materially prejudiced thereby. The indemnifying party shall be entitled to participate in and, to the extent it so elects, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, that if the indemnified party reasonably determines that a conflict of interest exists that requires separate representation, the indemnified party shall be entitled to retain separate counsel at the indemnifying party’s expense.
vi) All expenses incurred in connection with any registration pursuant to this Section H (excluding any underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, which shall be borne by the Subscriber), including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of Company counsel and independent public accountants for the Company, shall be borne by the Company. Nothing in this Section H(vi) shall require the Company to pay any of Subscriber’s internal costs or overhead in connection with any registration, any legal fees or other fees or expenses in connection therewith.
I. Confidentiality. Subscriber agrees to maintain in confidence all information furnished by the Company or its agents that may be deemed to be material nonpublic information, including, but not limited to the fact that the Offering is being made and the terms and conditions of this Offering and the Securities; provided, however, that Subscriber may disclose such information (a) to its affiliates and its and their respective directors, officers, legal counsel, accountants, tax advisors, and other financial and professional advisors and representatives who have a need to know such information for purposes of evaluating, monitoring or enforcing Subscriber’s investment in the Company, in each case so long as such Persons are informed of the confidential nature of such information and are obligated to maintain the confidentiality thereof, or (b) to the extent required by applicable law, regulation, legal process, subpoena, civil investigative demand, court order or stock exchange requirement; provided further that, in the case of clause (b), Subscriber shall, to the extent legally permissible, provide the Company with prompt prior written notice of such required disclosure so that the Company may seek an appropriate protective order or other remedy, and Subscriber shall reasonably cooperate with the Company, at the Company’s expense, in connection therewith. Subscriber shall disclose only that portion of the confidential information that Subscriber is advised by counsel is legally required to be disclosed.
J. Information Rights. From the date hereof until the earlier of (a) the date that the initial registration statement required to be filed by the Company pursuant to Section H is declared effective by the SEC and (b) such time as the Company is no longer subject to the reporting requirements of the Exchange Act, the Company shall furnish or otherwise make available to Subscriber: (i) within forty-five (45) days after the end of each fiscal quarter, unaudited quarterly financial statements of the Company; (ii) promptly following the filing or furnishing thereof, copies of all material reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC, including all Forms 10-K, 10-Q, 8-K, proxy statements and registration statements; provided, however, that the obligations set forth in this clause (ii) shall be deemed satisfied so long as the Company timely files or furnishes such reports through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) system and remains subject to the reporting requirements of the Exchange Act; and (iii) prompt written notice of the occurrence of any Material Adverse Effect.
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 16 of 27 |
Notwithstanding the foregoing, prior to providing Subscriber with any material non-public information, including any notice of a Material Adverse Effect, the Company shall provide Subscriber with advance notice that the Company intends to disclose information that may constitute material non-public information, and Subscriber shall have the right to decline to receive such information, in which event the Company shall not disclose such information to Subscriber unless and until such information ceases to constitute material non-public information.
K. Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Nevada, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. Any actions and proceedings arising out of or relating directly or indirectly to this Agreement or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the state or federal courts located in Clark County, Nevada, and those such courts are convenient forums. Each Party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings.
L. U.S.A. Patriot Act and Anti-Money Laundering Representations. Subscriber is in full compliance with all applicable U.S. laws, regulations, directives, and executive orders imposing economic sanctions, embargoes, export controls or anti-money laundering requirements, including but not limited to the following laws: (1) the International Emergency Economic Powers Act, 50 U.S.C. 1701-1706; (2) the National Emergencies Act, 50 U.S.C. 1601-1651; (3) section 5 of the United Nations Participation Act of 1945, 22 U.S.C. 287c; (4) Section 321 of the Antiterrorism Act, 18 U.S.C. 2332d; (5) the Export Administration Act of 1979, as amended, 50 U.S.C. app. 2401-2420; (6) the Trading with the Enemy Act, 50 U.S.C. app. 1 et seq.; (7) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (8) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. Subscriber will provide additional information or take such actions as may be necessary or advisable for the Company, in its sole judgment, to comply with any such Regulations.
M. Entire Agreement. This Subscription is the entire and fully integrated agreement of the parties regarding the subject matter hereof, and there are no oral representations, warranties, agreements, or promises pertaining to this Subscription or the Securities.
N. Construction. The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto. All references in this Agreement as to gender shall be interpreted in the applicable gender of the parties.
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 17 of 27 |
O. Purchase Payment. The purchase price for the Securities shall be paid to the Company in cash, check or via wire transfer simultaneously with the Subscriber’s entry into this Agreement.
P. Construction of Terms. As used in this Agreement, the terms “herein,” “herewith,” “hereof” and “hereunder” are references to this Agreement, taken as a whole; the term “includes” or “including” shall mean “including, without limitation;” the word “or” is not exclusive; and references to a “Section,” “subsection,” “clause,” “Exhibit,” “Appendix,” “Schedule,” “Annex” or “Attachment” shall mean a Section, subsection, clause, Exhibit, Appendix, Schedule, Annex or Attachment of this Agreement, as the case may be, unless in any such case the context requires otherwise. Exhibits, Appendices, Schedules, Annexes or Attachments to any document shall be deemed incorporated by reference in such document. All references to or definitions of any agreement, instrument or other document (a) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (b) except as otherwise expressly provided, shall mean such agreement, instrument or document, or replacement or predecessor thereto, as modified, amended, supplemented and restated through the date as of which such reference is made.
Q. Effect of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. A copy of this Agreement signed by one party and (a) faxed to another party or (b) scanned and emailed to another party, shall be deemed to have been executed and delivered by the signing party as though an original. A photocopy or PDF of this Agreement shall be effective as an original for all purposes.
R. Severability. The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.
S. Further Assurances. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.
T. Collection of Personal Information. The Subscriber acknowledges and consents to the fact the Company is collecting the Subscriber’s (and any beneficial purchaser’s) personal information pursuant to this Agreement. The Subscriber (on its own behalf and, if applicable, on behalf of any person for whose benefit the Subscriber is subscribing) acknowledges and consents to the Company retaining the personal information for as long as permitted or required by applicable law or business practices. The Subscriber (on its own behalf and, if applicable, on behalf of any person for whose benefit the Subscriber is subscribing) further acknowledges and consents to the fact the Company may be required by applicable securities laws and stock exchange rules (to the extent applicable) to provide regulatory authorities any personal information provided by the Subscriber respecting itself (and any beneficial purchaser). By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s (and any beneficial purchaser’s) personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described herein as may be required to be filed with any stock exchange (to the extent applicable) or securities regulatory authority in connection with the transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgments set out in this paragraph on behalf of all beneficial purchasers.
[Remainder of page left intentionally blank.]
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 18 of 27 |
“SUBSCRIBER INFORMATION”
Must be Completed by Each Subscriber
| I. | Name of Subscriber: Investments AKA, LLC |
| II. | Subscribed for 300,000 Units |
| III. | Purchase Price of $1,500,000 previously paid |
| IV. | Social Security or Taxpayer I.D. Number: _______________________________ |
| V. | Business Address (including zip code):___________________________________________ |
| VI. | Residence Address (including zip code) [if individual]________________________________ |
| VII. | Phone Number:______________________________________________________________ |
| VIII. | Email Address:______________________________________________________________ |
| IX. | All communications to be sent to: |
| X. | Subscriber’s principal residence or place of business (please check as appropriate) is its: |
| ☐ Business; or | |
| ☐ Residence Address | |
| XI. | Name Securities should be registered in:______________________________________ |
| If different than subscriber name please advise of the reason for such difference: | |
| ___________________________________________________________________________ | |
| XII. | Address for registration of Securities:____________________________________________________________ |
| XIII. | Type of Subscriber: |
Please indicate on the following pages the form in which you will hold title to your interest in the securities. PLEASE CONSIDER CAREFULLY. ONCE YOUR SUBSCRIPTION IS ACCEPTED, A CHANGE IN THE FORM OF TITLE CONSTITUTES A TRANSFER OF THE INTEREST IN THE SECURITIES AND MAY THEREFORE BE RESTRICTED BY THE TERMS OF THIS SUBSCRIPTION, THE SECURITIES AND MAY RESULT IN ADDITIONAL COSTS TO YOU. Subscribers should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the interest in the securities, because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the state of the investor’s domicile and his or her particular personal circumstances.
Subscription Agreement Agassi Sports Entertainment Corp. |
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Please select one of the following forms of ownership (note this must match the signature page of this Subscription Agreement, below):
| ☐ | INDIVIDUAL OWNERSHIP (one signature required) |
| ☐ | JOINT TENANTS WITH RIGHT OF SURVIVORSHIP AND NOT AS TENANTS IN COMMON (both or all parties must sign) |
| ☐ | COMMUNITY PROPERTY (one signature required if interest held in one name, i.e., managing spouse; two signatures required if interest held in both names) |
| ☐ | TENANTS IN COMMON (both or all parties must sign) |
| ☐ | GENERAL PARTNERSHIP (fill out all documents in the name of the PARTNERSHIP, by a PARTNER authorized to sign) |
| ☐ | LIMITED PARTNERSHIP (fill out all documents in the name of the LIMITED PARTNERSHIP, by a GENERAL PARTNER authorized to sign) |
| ☐ | LIMITED LIABILITY COMPANY (fill out all documents in the name of the LIMITED LIABILITY COMPANY, by a member authorized to sign) |
| ☐ | CORPORATION (fill out all documents in the name of the CORPORATION, by the President or other officer authorized to sign) |
| ☐ | TRUST (fill out all documents in the name of the TRUST, by the Trustee) |
PLEASE
ALSO COMPLETE PAGES 22 THROUGH 24,
WHICH ARE A REQUIRED PART OF THIS AGREEMENT.
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 20 of 27 |
ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER
(Please check the applicable subparagraphs)
The Subscriber hereby represents and warrants that the information set forth on this Eligibility Representations of Subscriber is true and correct as of the date hereof. This information is incorporated into and forms a part of the Subscription Agreement, and the Subscriber acknowledges that the Company is relying upon the accuracy of the representations set forth herein.
A.
ACCREDITED INVESTOR STATUS
☒ The Subscriber is/are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), and has marked and initialed the appropriate box on the following pages indicating the provisions under which I/we qualify as an “accredited investor.”
*** AND ***
B. AFFILIATE STATUS
(Please check the applicable box)
☒ The Subscriber is an “affiliate” (as defined in Rule 144 under the Securities Act) of Agassi Sports Entertainment Corp.
☐ The Subscriber is not an affiliate of Agassi Sports Entertainment Corp.
C. CONFIRMATION OF ACCREDITED INVESTOR STATUS
Rule 501(a) of the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”
Entities Must Check One of the Below
☐ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
☐ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
☐ Any insurance company as defined in section 2(a)(13) of the Securities Act;
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 21 of 27 |
☐ Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;
☐ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
☐ Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
☐ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
☐ Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described Rule 506(b)(2)(ii) of the Securities Act.
☐ Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
☐ Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements of a “family office” as discussed above and whose prospective investment in the issuer is directed by such family office pursuant to subparagraph (iii) of the above “family office” paragraph; or
☐ Any entity in which all of the equity owners are accredited investors meeting one or more of the above and below tests.
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 22 of 27 |
Individuals Must Check At Least One of the Below
☐ Any director, executive officer, or general partner of Agassi Sports Entertainment Corp., or any director, executive officer, or general partner of a general partner of Agassi Sports Entertainment Corp.
☐ Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of his or her purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the residence must be included as a liability;
☐ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status (currently including Series 7, 65, or 82 licenses); or
☐ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
[Please Execute the Following Page(s) as Applicable]
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 23 of 27 |
EXECUTION
By signing below, the Subscriber hereby represents, warrants, and acknowledges that it has carefully read and fully understands the terms and conditions of this Subscription Agreement, including all exhibits, schedules, and related documents; that it has had a full and adequate opportunity to discuss the subscription and the Agreement with its legal, tax, financial, and other professional advisors; and that it is entering into this Agreement voluntarily and without reliance on any representations or warranties other than those expressly set forth herein.
Please execute this Subscription Agreement by completing the appropriate section below.
1. If the subscriber is an INDIVIDUAL, complete the following:
_____________________________________________
Signature of Subscriber
_____________________________________________
Name (please type or print)
_____________________________________________
Signature of Spouse or Co-Owner if funds are
to be invested as joint tenants by the entirety
or community property.
_____________________________________________
Name (please type or print)
2. If the subscriber is a CORPORATION, complete the following:
The Subscriber hereby represents, warrants and covenants that the Subscriber has been duly authorized by all requisite action on the part of the corporation listed below (“Corporation”) to acquire the Units and, further, that the Corporation has all requisite authority to acquire such Units. The officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Corporation and that he has authority under the articles of incorporation, bylaws, and resolutions of the board of directors of such Corporation to execute this Subscription Agreement. Such officer encloses a true copy of the articles of incorporation, the bylaws and, as necessary, the resolutions of the board of directors authorizing a purchase of the investment herein, in each case as amended to date.
| Name of Corporation (please type or print) | ||
| By: | ||
| Printed Name: |
| Title: |
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 24 of 27 |
3. If the subscriber is a PARTNERSHIP, complete the following:
The Subscriber hereby represents, warrants and covenants that the Subscriber is a general partner of the partnership named below (“Partnership”), and has been duly authorized by the Partnership to acquire the Units and that he has all requisite authority to acquire such Units for the Partnership.
The Subscriber represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Partnership and he is authorized by such Partnership to execute this Subscription Agreement. Such partner encloses a true copy of the partnership agreement of said Partnership, as amended to date, together with a current and complete list of all partners thereof.
| Name of Partnership (please type or print) | ||
| By: | ||
| Printed Name: |
| Title: |
4. If the subscriber is a TRUST, complete the following:
The Subscriber hereby represents, warrants and covenants that he is duly authorized by the terms of the trust instrument (“Trust Instrument”) for the (“Trust”) set forth below to acquire the Units and the Subscriber, as trustee, has all requisite authority to acquire such Units for the Trust.
The Subscriber, as trustee, executing this Subscription Agreement on behalf of the Trust, represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Trust and he is authorized by such Trust to execute this Subscription Agreement. Such trustee encloses a true copy of the Trust Instrument of said Trust as amended to date.
| Name of Trust (Please type or print) | ||
| By: | ||
| Printed Name: |
| Title: |
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 25 of 27 |
5. If the subscriber is a LIMITED LIABILITY COMPANY, complete the following:
The Subscriber hereby represents, warrants and covenants that the Subscriber has been duly authorized by all requisite action on the part of the Limited Liability Company listed below (“Company”) to acquire the Units and, further, that the Company has all requisite authority to acquire such Units.
The officer signing below represents and warrants that each of the above representations or agreements or understandings set forth herein applies to that Company and that he has authority under the articles of organization, company agreement, and resolutions of the managers and/or members, as applicable, of such Company to execute this Subscription Agreement. Such officer encloses a true copy of the articles of organization, the operating agreement and, as necessary, the resolutions of the managers and/or members authorizing a purchase of the investment herein, in each case as amended to date.
| Name of Company (please type or print) | ||
| By: | ||
| Printed Name: |
| Title: |
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 26 of 27 |
COMPANY ACCEPTANCE
ACCEPTED BY THE COMPANY this the ______ day of _________________, 2026.
| Agassi Sports Entertainment Corp. | ||
| By: | ||
| Ronald S. Boreta | ||
| Chief Executive Officer | ||
Subscription Agreement Agassi Sports Entertainment Corp. |
| Page 27 of 27 |
EXHIBIT 2
FORM OF COMMON STOCK PURCHASE AGREEMENT
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.
Warrant No.: Agassi-2026-O-01
Number of Shares: 300,000
Warrant Date: October 16, 2026
AGASSI SPORTS ENTERTAINMENT CORP.
COMMON STOCK PURCHASE WARRANT
1. Issuance. For value received, the receipt of which is hereby acknowledged by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”), Investments AKA, LLC, or its registered assigns (the “Holder”), is hereby granted the right to purchase, until the close of business on October 16, 2029 (the “Expiration Date”), 300,000, subject to adjustment upon certain events as described in greater detail below, fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). This Common Stock Purchase Warrant (this “Warrant”) is being issued to the Holder in connection with Holder’s subscription for units of the Company pursuant to the terms of that certain Subscription Agreement dated on or around the date of the Warrant Date.
2. Exercise Price.
2.1 The exercise price per share of Common Stock shall be $7.00 per share (the “Exercise Price”)(subject to adjustment upon certain events as described in greater detail below). The Exercise Price shall be payable in cash in immediately available funds.
2.2 This Warrant may not be exercised via a cashless exercise.
3. Procedure for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the aggregate Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased (the “Warrant Shares”). This Warrant may be exercised in whole or in part, subject to the Beneficial Ownership Limitation (defined below). On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 1 Of 5 |
4. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Warrant Shares the Company shall issue an additional share of Common Stock to the Holder or pay the Holder the fair market value of such fractional share, as determined in the reasonable discretion of the Board of Directors of the Company, in the Company’s sole discretion.
5. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of Warrant Shares as shall be required for issuance upon exercise hereof. Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.
6. [Intentionally Removed].
7. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
8. No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.
9. Effect of Certain Transactions.
9.1 Adjustments for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged.
9.2 Fundamental Transactions. If at any time the Company plans to sell all or substantially all of its assets, or engage in a merger or consolidation of the Company in which the Company will not survive (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company)(each a “Fundamental Transaction”), the Company will give the Holder of this Warrant advance written notice at least thirty (30) days prior to the planned closing of the Fundamental Transaction. If this Warrant or any part thereof is not exercised by the Holder prior to the date of the closing of the Fundamental Transaction, this Warrant or any unexercised portion thereof, shall expire and terminate effective upon such event.
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 2 Of 5 |
10. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and have been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Securities Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Securities Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.
11. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:
If to the Company, to:
Agassi Sports Entertainment Corp.
Attn: Ronald S. Boreta
1120 N Town Center Drive, Suite 160
Las Vegas, Nevada 89144
Email: ron@agassisports.com
If to the Holder, to its address appearing on the Company’s records.
Any party may designate another address or person for receipt of notices hereunder by written notice given at least five (5) business days prior to the date such change will be effective, given to the other parties in accordance with this Section.
12. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.
13. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of the County of Clark, Nevada or in the federal courts located in the County of Clark, Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant 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 other manner permitted by law.
14. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
15. Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
16. Assignability. This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company, subject to applicable law. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.
17. Restrictions. By acceptance hereof, the Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have restrictions upon their resale imposed by state and federal securities laws.
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 3 Of 5 |
IN WITNESS WHEREOF, the Company has executed this Warrant as of the Warrant Date set forth above.
COMPANY:
| Agassi Sports Entertainment Corp. | ||
| Name: | Ronald S. Boreta | |
| Title: | Chief Executive Officer | |
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 4 Of 5 |
NOTICE OF EXERCISE OF WARRANT
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Purchase Warrant Agassi-2026-0-01, issued by Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”) and held by the undersigned, ____________________ shares of Common Stock of the Company. Payment of the Exercise Price per Warrant Share required under the Warrant accompanies this Notice.
The issuance of the shares of Common Stock in connection with this Notice of Exercise of Warrant will not cause the undersigned to exceed the Beneficial Ownership Limitation of the Warrant.
The undersigned hereby represents and warrants that the undersigned is acquiring such Shares for his own account for investment purposes only, and not for resale or with a view to distribution of such Warrant Shares or any part thereof.
Date: ________, 20__
| WARRANTHOLDER: | |
| Signature:___________________________ | |
| Print Name:___________________________ | |
| Title:___________________________ | |
| Address:___________________________ | |
| Name in which Shares should be registered:___________________________ |
Agassi Sports Entertainment Corp. Common Stock Purchase Warrant Agassi-2026-O-01 Page 5 Of 5 |