Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

CEO Share Issuance and Reimbursement Agreement. On May 2, 2026, Allied Gaming & Entertainment Inc. (the "Company") and Yangyang Li, the Company's Chief Executive Officer and Chairman, in his personal capacity ("Mr. Li"), entered into a Share Issuance and Reimbursement Agreement (the "CEO Agreement"). The CEO Agreement provides for (i) the issuance to Mr. Li, subject to the satisfaction of certain conditions, of shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), in recognition of Mr. Li's personal guaranty of the Company's settlement obligations to Knighted Pastures, LLC and (ii) an unconditional obligation of the Company, effective from the date of the CEO Agreement, to reimburse and indemnify Mr. Li, on a back-to-back basis, in respect of any amounts paid by Mr. Li under such guaranty.

Share Issuance to Mr. Li. Subject to the satisfaction or waiver of the conditions described below, the Company will issue to Mr. Li (the "CEO Share Issuance") a number of shares of Common Stock equal to twenty-five percent (25%) of the Company's estimated maximum aggregate exposure under the Guaranty (as defined below) divided by $0.30 per share, which represents the approximate thirty (30) trading day volume-weighted average price of the Common Stock through the trading day immediately preceding the date of the Guaranty (as described below). The CEO Share Issuance is conditioned upon (i) the establishment of a special committee of independent and disinterested directors of the Company's Board of Directors (the "Special Committee") and the Special Committee's approval of the transactions and amounts contemplated by the CEO Agreement, with the assistance of independent legal counsel and an independent financial advisor; (ii) receipt by the Special Committee of a written fairness opinion or other written financial analysis from such financial advisor; (iii) approval of the CEO Agreement and the CEO Share Issuance by the affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy and entitled to vote thereon, including a majority of the shares of Common Stock held by stockholders other than Mr. Li and his affiliates and associated persons; and (iv) compliance with applicable Nasdaq listing rules. The shares issued in the CEO Share Issuance will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and no registration rights are being granted with respect to such shares.