Mon. Feb 6th, 2023

Merchandise 1.01 Entry right into a Materials Definitive Settlement.

On November 22, 2022, Tremendous League Gaming, Inc. (the “Firm”) entered into
subscription agreements (every, a “Subscription Settlement” and collectively, the
“Subscription Agreements”) with accredited traders regarding an providing
(the “Providing”) with respect to the sale of an mixture of 5,359 shares of
newly designated Collection A Convertible Most popular Inventory, par worth $0.001 per
share (the “Collection A Most popular”), at a purchase order value of $1,000 per share, for
mixture gross proceeds to the Firm of roughly $5.36 million.

In reference to the Providing, on November 22, 2022 (the “Efficient Date”),
the Firm filed a Certificates of Designation of Preferences, Rights and
Limitations of the Collection A Most popular Inventory (the “Collection A Certificates of
Designation”) with the State of Delaware. Every share of Collection A Most popular is
convertible on the choice of the holder, topic to sure useful possession
limitations and first market limitations as set forth within the Collection A
Certificates of Designation, into such variety of shares of the Firm’s widespread
inventory, par worth $0.001 (the “Widespread Inventory”) equal to the variety of Collection A
Most popular to be transformed, multiplied by the acknowledged worth of $1,000 (the “Acknowledged
Worth”), divided by the conversion value in impact on the time of the conversion
(the preliminary conversion value can be $0.62, topic to adjustment within the occasion
of inventory splits, inventory dividends, and related transactions). As well as,
topic to useful possession and first market limitations: (1) the Collection A
Most popular will routinely convert into shares of Widespread Inventory on the
Conversion Value upon the sooner of (a) the 24-month anniversary of the
Efficient Date or (b) the consent to conversion by holders of no less than 51% of
the excellent shares of Collection A Most popular; and (2) on the one 12 months
anniversary of the Efficient Date, the Firm could, in its discretion, convert
(y) 50% of the excellent shares of Collection A Most popular if the volume-weighted
common value of the Firm’s Widespread Inventory over the earlier 10 days as
reported on the NASDAQ Capital Market (the “VWAP”), equals no less than 250% of the
Conversion Value, or (z) 100% of the excellent shares of Collection A Most popular if
and provided that the VWAP equals no less than 300% of the Conversion Value.

The Collection A Most popular shall vote along with the widespread inventory on an
as-converted foundation, and never as a separate class, topic to the first market
limitations, besides that holders of Collection A Most popular shall vote as a separate
class with respect to (a) amending, altering, or repealing any provision of the
Collection A Certificates of Designation in a way that adversely impacts the
powers, preferences or rights of the Collection A Most popular, (b) growing the
variety of approved shares of Collection A Most popular, (c) authorizing or issuing an
further class or collection of capital inventory that ranks senior to or pari passu
with the Collection A Most popular with respect to the distribution of property on
liquidation, (d) authorizing, creating, incurring, assuming, guaranteeing or
struggling to exist any indebtedness for borrowed cash of any form in extra of
$5 million, or (e) coming into into any settlement with respect to the foregoing.
As well as, no holder of Collection A Most popular shall be entitled to vote on any
matter offered to the Firm’s stockholders regarding approving the
conversion of such holder’s Collection A Most popular into an quantity in extra of the
major market limitations. Upon any dissolution, liquidation or winding up,
whether or not voluntary or involuntary, holders of Collection A Most popular can be entitled
to first obtain distributions out of the Firm’s property in an quantity per
share equal to the Acknowledged Worth plus all accrued and unpaid dividends, whether or not
capital or surplus earlier than any distributions shall be made on any shares of
Widespread Inventory (after the fee to any senior safety, if any).

Holders of the Collection A Most popular can be entitled to obtain dividends, topic
to the useful possession and first market limitations, payable within the type
of that variety of shares of Widespread Inventory equal to twenty% of the shares of Widespread
Inventory underlying the Collection A Most popular then held by such holder on the 12 and
24 month anniversaries of the Efficient Date. As well as, topic to the
useful possession and first market limitations, holders of Collection A
Most popular can be entitled to obtain dividends equal, on an as-if-converted to
shares of Widespread Inventory foundation, and in the identical type as dividends really paid on
shares of the widespread inventory when, as, and if such dividends are paid on shares of
the widespread inventory. However the foregoing, to the extent {that a} holder’s
proper to take part in any dividend in shares of widespread inventory to which such
holder is entitled would lead to such holder exceeding the useful
possession and first market limitations, then such holder shall not be entitled
to take part in any such dividend to such extent and the portion of such
shares that may trigger such holder to exceed the useful possession and
major market limitations shall be held in abeyance for the good thing about such
holder till such time, if ever, as such holder’s useful possession thereof
wouldn’t lead to such holder exceeding the useful possession and first
market limitations.

The Firm and the traders within the Providing additionally executed a registration
rights settlement (the “Registration Rights Settlement”), pursuant to which the
Firm agreed to file a registration assertion protecting the resale of the
shares of Widespread Inventory issuable upon conversion of the Collection A Most popular inside
sixty days following the ultimate closing of the Providing and to make use of its finest
efforts to trigger such registration assertion to develop into efficient inside 90 days
of the submitting date.

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The Firm entered right into a Placement Company Settlement (the “Placement Company
Settlement”) with a registered dealer supplier, which acted because the Firm’s
unique placement agent (the “Placement Agent”) for the Providing. Pursuant to
the phrases of the Placement Company Settlement, in reference to the preliminary
closing of the Providing, the Firm paid the Placement Agent an mixture money
price of $535,900, non-accountable expense allowance of $160,770 and can problem to
the Placement Agent or its designees warrants (the “Placement Agent Warrants”)
to buy 1,253,314 shares of Widespread Inventory at an train value of $0.62 per
share. The warrants present for a cashless train characteristic and are exercisable
for a interval of 5 years from the date of closing. Within the occasion the Firm
receives no less than $25 million from the Providing, the Firm additionally granted the
Placement Agent the appropriate of first refusal, for a twelve (12) month interval after
the ultimate closing of the Providing, to function the Firm’s lead or
co-placement agent for any non-public placement of the Firm’s securities (fairness
or debt) that’s proposed to be consummated with the help of a registered
dealer supplier. As well as, the Firm agreed to grant the Placement Agent the
proper to nominate, topic to the Firm’s approval, one consultant to serve
as a member of the Firm’s Board of Administrators upon the closing of no less than $10
. . .

Merchandise 3.02 Unregistered Gross sales of Fairness Securities.

The response to this merchandise is included in Merchandise 1.01, Entry right into a Materials
Definitive Settlement, and is integrated herein in its entirety.

Merchandise 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

12 months.

The Certificates of Incorporation of the Firm authorizes the issuance of as much as
10,000,000 shares of most popular inventory and additional authorizes the Board of the
Firm to repair and decide the designation, preferences, conversion rights, or
different rights, together with voting rights, {qualifications}, limitations, or
restrictions of the popular inventory.

On November 22, 2022, the Firm filed the Collection A Certificates of Designation,
designating 5,359 shares of Collection A Most popular in reference to the Providing.

Merchandise 9.01 Monetary Statements and Displays.

(d) Displays Index

Exhibit No. Description

3.1 Certificates of Designation of Preferences,
Rights and Limitations of the Collection A
Most popular Inventory
104 Cowl Web page Interactive Information Filed
(embedded throughout the Inline XBRL doc)

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