Item 1.01 Entry into a Material Definitive Agreement

Source Press Release
Company Black Ridge Oil & Gas, Inc. 
Tags Equity Financing, Financing
Date July 19, 2019

On July 17, 2019, Black Ridge Acquisition Corp. (“BRAC”) and Black Ridge Oil & Gas, Inc., BRAC’s sponsor (“BROG”), entered into share purchase agreements (“Purchase Agreements”) with Lyle Berman, a director of BRAC and BROG, and Morris Goldfarb, a stockholder of BROG (collectively, the “Purchasers”).

Pursuant to the Purchase Agreements, the Purchasers have agreed to purchase an aggregate of $5,000,000 of shares of BRAC common stock ($3,000,000 by Mr. Berman and $2,000,000 by Mr. Goldfarb) in open market or privately negotiated transactions commencing two days after the filing of this Current Report on Form 8-K and ending on the close of business on July 26, 2019 at a price not to exceed the per share amount held in BRAC’s trust account (which is approximately $10.30 per share) (the “Maximum Price”). The Purchasers have agreed not to convert any shares purchased in the open market or in privately negotiated transactions at the BRAC meeting of stockholders called to approve BRAC’s previously announced proposed business combination with Allied Esports and the World Poker Tour (“Business Combination”). If the Purchasers are unable to purchase the full $5,000,000 of shares in the open market or in privately negotiated transactions, BRAC will sell to them newly issued shares upon closing of the Business Combination at the Maximum Price equal to the difference between $5,000,000 and the dollar amount of shares purchased by them in the open market or in privately negotiated transactions.

Pursuant to the Purchase Agreements, at the closing of Business Combination, BRAC will issue to the Purchasers 1.5 shares of BRAC common stock for every 10 shares purchased by them under the Purchase Agreements. Additionally, BROG will transfer to them an aggregate of 200,000 shares of BRAC common stock owned by BROG. Pursuant to the Purchase Agreements, BRAC is required to file a registration statement with the SEC as promptly as practicable following closing of the Business Combination to register the resale of any securities purchased by the Purchasers that are not already registered and cause such registration statement to become effective as soon as possible.

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