ALLIED ESPORTS ENTERTAINMENT, INC. : Change in Directors or Principal Officers (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On March 29, 2021, the Board of Directors (“Board”) of Allied Esports
Entertainment, Inc. (the “Company”) increased the size of its Board from 10
directors to 11 directors. Yangyang Li was appointed as a director to fill the
vacancy created by the Board’s increase in the size of the Board. Mr. Li will
serve as a “Class A” director of the Company, and his term will expire at the
annual meeting of the Company’s stockholders to be held in 2023. Mr. Li has
agreed to recuse himself from any voting by the Board in considering any
amendments to the Company’s Amended and Restated Stock Purchase Agreement dated
March 19, 2021 (as amended, the “Agreement”) with Element Partners, LLC, with
respect to the sale of the Company’s poker-related business and assets, or WPT
Business, and any competing proposals with respect to such sale (the “WPT
Sale”).

Mr. Li is the current Chairman and acting Chief Executive Officer of Ourgame
International Holdings Limited (“Ourgame”), the beneficial owner of Primo Vital
Limited, which is the Company’s largest stockholder, beneficially owning
approximately 35.8% of the Company’s outstanding common stock. Mr. Li received a
Bachelor of Business Administration from the University of International
Business & Economics in Beijing, China. In 2001, Mr. Li served as Assistant
President to China Great Wall Industry Corporation. In 2003, Mr. Li founded
Business Media China Group (Frankfurt Stock Exchange: BMC) and served as its CEO
in 2005, with a market value at the time in excess of 5 billion RMB. Mr. Li served as Chairman of the Board of Directors of Elephant Media Group in 2008.
Since 2014, he has served as Chairman of the Board of Directors of World
Business Services Union and Choi Shun Investment.

On March 29, 2021, the Board approved the appointment of each of Libing (Claire)
Wu and Jingsheng Lu to the Board, to be effective upon the consummation of the
WPT Sale, at which time the Board intends to (i) increase the size of the Board
as necessary to seat such directors, and (ii) determine into which class such
directors will be included.

Libing (Claire) Wu is the Vice President and General Counsel of Asia Pacific
Capital, Inc, as well as Senior Counsel at the New York law firm Davidoff
Hutcher & Citron LLP. Ms. Wu is a graduate of New York University School of Law,
New York, USA (Master of Laws in Corporate Law) and a graduate of China
University of Political Science and Law, Beijing, China (Master of Laws in
Corporate Law). Ms. Wu received a Bachelor of Science Degree in International
Economics from Nankai University, Tianjin, China, and an Advanced Professional
Certificate in Law and Business from New York University Leonard N. Stern School
of Business. Ms. Wu has over 15 years’ experience as a corporate and securities
attorney practicing in New York, with extensive legal and business experience in
cross-border transactions, U.S. securities regulation, mergers and acquisitions,
capital market transactions, as well as corporate structuring and governance.

Jingsheng Lu has served as an independent director of Ourgame since 2020. Prior
to that, he served as a director of Zhejiang Xiangyuan Culture Co.,
Ltd.,(“Xiangyuan Culture”), which is a main board listed company in China (Code
in Shanghai Stock Exchange: 600576),from 2015 to 2017, where he served as co-CEO
of Xiamen Xtone Animation Co., Ltd., (“Xtone”), and led the merger of Xtone by
Xiangyuan Culture in 2014. He also served as CFO of Beijing International
Advertising & Communication Group from 2018 to 2019. He previously served as a
senior audit manager at Deloitte China for six years, and at Deloitte US for two
years from 2001 to 2010. He is currently a non-practicing certified public
accountant in China since 2007, as well as a member of the American Institute of
Certified Public Accountants since 2009. He holds a Bachelor of Economics degree
from University of International Business and Economics in Beijing, China.

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Important Additional Information and Where You Can Find It

AESE has filed with the SEC and mailed to its stockholders a Consent
Solicitation Statement in connection with the transactions contemplated by the
Original Agreement (as defined in the Agreement), and will file and mail to its
stockholders supplemental materials with regards to the Agreement, as amended
(collectively, the “Amended Agreement”). The Consent Solicitation Statement, as
supplemented, will contain important information about AESE, CSI, the Amended
Agreement, and the transactions contemplated thereby (the “Sale Transaction”).
Investors and stockholders are urged to read the Consent Solicitation Statement
and the supplemental materials carefully before making any decision to invest or
consent to the Sale Transaction. Investors and stockholders will be able to
obtain free copies of the Consent Solicitation Statement, supplemental materials
and other documents filed by AESE with the SEC through the website maintained by
the SEC at www.sec.gov or may contact AESE’s solicitor, Regan & Associates,
Inc., by telephone (toll-free within North America) at 1-800-737-3426.

Participants in the Solicitation

In addition to Regan & Associates, Inc., AESE, its directors and executive
officers may be deemed to be participants in the solicitation of consents with
respect to the Sale Transaction. Information regarding AESE’s directors and
executive officers and their ownership of AESE shares is contained in AESE’s
Amended Annual Report on Form 10-K/A for the year ended December 31, 2019 and
its definitive consent solicitation statement for the Sale Transaction which was
filed with the SEC on February 2, 2021, and is supplemented by other public
filings made, and to be made, with the SEC. AESE’s directors and executive
officers beneficially own approximately 6.6% of AESE’s common stock. Investors
and stockholders may obtain additional information regarding the direct and
indirect interests of AESE and its directors and executive officers with respect
to the Sale Transaction by reading the Consent Solicitation Statement and other
filings referred to above.

Cautionary Statement Regarding Forward-Looking Information

This communication contains certain forward-looking statements under federal
securities laws. Forward-looking statements may include our statements regarding
our goals, beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as “may,”https://www.marketscreener.com/”will,”https://www.marketscreener.com/”should,”https://www.marketscreener.com/”expect,”https://www.marketscreener.com/”plan,”https://www.marketscreener.com/”anticipate,”https://www.marketscreener.com/”believe,”https://www.marketscreener.com/”estimate,”https://www.marketscreener.com/”predict,”https://www.marketscreener.com/”potential” or “continue,” the negative of
such terms, or other comparable terminology. For example, when we discuss the
impacts of the Sale Transaction, the satisfaction of the closing conditions to
the Sale Transaction, the timing of the completion of the Sale Transaction; and
our plans following the Sale Transaction, we are using forward-looking
statements. These statements are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause actual results to be
materially different from those contemplated by the forward-looking statements.
These factors include, but are not limited to, the occurrence of any event,
change or other circumstances that could give rise to the termination of the
Amended Agreement or could otherwise cause the Sale Transaction to fail to
close; the outcome of any legal proceedings that may be instituted against us
following the announcement of the Sale Transaction; the inability to complete
the Sale Transaction, including due to failure to obtain approval of our
stockholders or other conditions to closing; the receipt of an unsolicited offer
from another party for an alternative business transaction that could interfere
with the Sale Transaction; a change in our plans to retain the net cash proceeds
from the Sale Transaction; our inability to enter into one or more future
acquisition or strategic transactions using the net proceeds from the Sale
Transaction; and a decision not to pursue strategic options for the esports
business. Most of these factors are difficult to predict accurately and are
generally beyond our control. You should consider the areas of risk described in
connection with any forward-looking statements that may be made herein. The
business and operations of AESE are subject to substantial risks, which increase
the uncertainty inherent in the forward-looking statements contained in this
communication. Except as required by law, we undertake no obligation to release
publicly the result of any revision to these forward-looking statements that may
be made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. Further information on potential factors
that could affect our business is described under “Item 1A. Risk Factors” in our
amended Annual Report on Form 10-K/A for the year ended December 31, 2019, as
filed with the SEC on March 17, 2020. Readers are also urged to carefully review
and consider the various disclosures we made in such amended Annual Report on
Form 10-K/A and the Consent Solicitation Statement with respect to the proposed
Sale Transaction that we have filed with the SEC and mailed to our stockholders.

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