Agassi Sports Entertainment Corp.

formerly Global Acquisitions Corporation

Notes to Condensed Financial Statements

(Unaudited)

NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

a. ORGANIZATION

Agassi Sports Entertainment Corp. (the “Company”) was incorporated in Nevada on March 6, 1984, under the name “Sporting Life, Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf Corporation” on August 12, 1994, and to “All-American SportPark, Inc.” (“AASP”) on December 14, 1998. Effective February 15, 2021, the name of the Company was changed to “Global Acquisitions Corporation.” On March 31, 2025, the Company legally changed its name from “Global Acquisitions Corporation”, to “Agassi Sports Entertainment Corp.”

On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All-American Golf Center, Inc. (“AAGC”), which at the time constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta, the Chief Executive Officer, President and director of the Company and John Boreta, his brother, who was at the time a member of the Board of Directors of the Company (collectively, the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest totaling $8,864,255. AAGC constituted substantially all of the Company’s assets and following the closing of the Transfer Agreement, the Company had no or nominal operations and no or nominal assets and was therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company remained a “Shell Company” until May 31, 2025, when the Company entered into that certain Trademark Acquisition Agreement dated May 31, 2025, discussed in greater detail below under Note 5.

In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $340,000. In addition, AAGC cancelled $4,267,802 in advances previously made by it to the Company to fund its operations.

Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In addition, the Company cancelled $27,615 of amounts due from entities controlled by the Boretas.

Also, as a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the assets and liabilities of AAGC.

The sale and transfer of the Company’s 51% interest in AAGC to the controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded.

b. BASIS OF PRESENTATION

The unaudited condensed interim financial statements included herein, presented in accordance with United States Generally Accepted Accounting Principles (GAAP) and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2025 and notes thereto included in the Company’s Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for interim periods may not be indicative of annual results.

c. BUSINESS ACTIVITIES

At this time, the Company’s plan is to create and manage unique content, building sports communities around entertainment, media, wellness, education, commerce, and charitable efforts, with the goal of becoming a leading media and entertainment company in the world of racket sports.

NOTE 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. USE OF ESTIMATES

The preparation of these financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes, the fair value of warrants, and the fair value of stock-based compensation. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates.

b. CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

c. CASH DEPOSITS

Time deposits represent interest-bearing deposits with financial institutions that have original maturities of greater than three months and are classified within “Prepaid expenses and other current assets” on the balance sheets due to their expected use within one year. Time deposits are recorded at cost, which approximates fair value due to their short-term maturities. Time deposits included within prepaid expenses and other current assets were $nil and $400,000 as of June 30, 2026 and December 31, 2025, respectively.

The Company monitors the creditworthiness of the financial institutions with which time deposits are placed and does not believe it is exposed to significant credit risk. The Company has not experienced any losses related to these instruments during the periods presented.

d. PROPERTY AND EQUIPMENT, NET

Property and equipment are stated at cost less accumulated depreciation and amortization. Property and equipment consist of computer equipment and depreciation expense is recognized using the straight-line method over the estimated useful life of five years for computer and equipment.

When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expenses as incurred.

The following is a summary of property and equipment as of:

Depreciation expense was $1,383 and $501 for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense was $1,879 and $997 for the six months ended June 30, 2026 and 2025, respectively.

e. INTANGIBLE ASSET

Intangible assets are amortized over the respective estimated lives on a straight-line basis, unless the lives are determined to be indefinite and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. Impairment testing compares carrying values to fair values and, when appropriate, the carrying value of these assets is reduced to fair value. Impairment charges, if any, are recorded in the period in which the impairment is detected. As of June 30, 2026, intangible assets consist of the trademark acquired from Patrick J. Rolfes and Ted Angelo (the “Sellers”), the owners of the trademark for “World Series of Pickleball” (the “Trademark”). Pursuant to the Trademark Acquisition Agreement, we acquired all rights to, and ownership of, the Trademark, in consideration for $25,000 in cash and warrants to purchase 50,000 shares of the Company’s common stock with a fair value of $283,287 (see Notes 5 and 6). In June 2026, the Company also capitalized a licensed right of $1,743,829, representing the fair value of warrants granted to Darren Cahill as consideration under a name and likeness license agreement (see Note 5). In June 2026, the Company also recorded a licensed right - related party of $250,000, representing consideration accrued under a name and likeness license agreement with a related party (see Notes 5 and 7). The Trademark and the licensed rights are each amortized over an estimated useful life of 15 years.

The following is a summary of intangible assets, net as of:

Amortization expense was $13,442 and $1,713 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense was $18,580 and $1,713 for the six months ended June 30, 2026 and 2025, respectively. The carrying value of the related asset remaining for amortization as of June 30, 2026 was $2,271,547 (see Note 5).

f. SOFTWARE DEVELOPMENT IN PROGRESS

The Company capitalizes costs incurred to develop software for internal use in accordance with ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. Costs incurred during the application development stage are capitalized, while costs incurred during the preliminary project stage and the post-implementation stage, including training and maintenance costs, are expensed as incurred. Capitalized software development costs will be amortized on a straight-line basis over the estimated useful life of the software, beginning when the software is substantially complete and ready for its intended use.

During the three months ended June 30, 2025, the Company began the development stage of its digital platform. As of June 30, 2026, the software remained in development and had not been placed in service, and accordingly no amortization was recorded. Software development in progress was $2,294,039 as of June 30, 2026 ($0 as of December 31, 2025), of which $1,126,491 was included in accounts payable and accrued expenses as of June 30, 2026. Technology-related costs that do not qualify for capitalization are expensed as incurred and included in research and development expenses.

g. IMPAIRMENT OF LONG-LIVED ASSETS

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The Company did not record any impairment losses on its long-lived assets as of June 30, 2026.

h. INCOME TAXES

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities, measured using enacted tax rates in effect for the years in which those differences are expected to reverse. A valuation allowance is established against deferred tax assets when the Company believes it is more likely than not that such assets will not be realized.

The Company recognizes the benefit of an uncertain tax position only if it is more likely than not that the position would be sustained upon examination based on its technical merits.

For the three and six months ended June 30, 2026 and 2025, the Company recorded no provision for or benefit from income taxes. Under the estimated annual effective tax rate method of ASC 740-270, the Company’s effective rate is 0%, as compared to the U.S. federal statutory rate of 21%, because the Company maintains a full valuation allowance against its net deferred tax assets, including net operating loss carryforwards, in light of its history of recurring losses. Utilization of those carryforwards may be subject to annual limitation under Section 382 of the Internal Revenue Code as a result of ownership changes, including in connection with the February 2026 exercise of warrants and the Company’s 2026 private placements. The Company has not completed a formal Section 382 analysis; any such limitation would not currently impact the condensed financial statements because the related deferred tax assets are fully reserved.

i. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted Accounting Standards Codification (ASC) 820 “Fair Value Measurement” related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

At June 30, 2026 and December 31, 2025, the carrying amount of accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.

j. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share exclude any dilutive effects of options, warrants, and convertible securities. Basic earnings per share are computed using the weighted average number of shares of common stock outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The following potentially dilutive securities were excluded from the computation of diluted loss per share because their effect would have been antidilutive:3,207,876 warrants,300,000 restricted stock units, and 40,000 restricted stock awards, totaling 3,547,876, as of June 30, 2026. As of June 30, 2025,3,875,000 warrants were excluded from the computation of diluted loss per share because their effect would have been antidilutive.

Loss per share is computed by dividing net loss attributable to common stockholders, which reflects the net loss adjusted for the deemed dividend on warrants issued to stockholders in consideration for lock-up agreements (see Note 6), by the weighted average number of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of basic loss per share was 12,812,530 and 9,785,056 for the three months ended June 30, 2026 and 2025, respectively. The weighted-average number of common shares used in the calculation of basic loss per share was 12,161,281 and 9,785,056 for the six months ended June 30, 2026 and 2025, respectively.

k. RELATED PARTIES

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

l. STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation to employees and non-employees in accordance with Financial Accounting Standards Board (FASB) ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the grantee is required to provide service in exchange for the award, usually the vesting period. Following its adoption of ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, the Company measures awards granted to non-employees in exchange for goods or services at the grant-date fair value of the equity instruments the Company is obligated to issue, and equity-classified non-employee awards are not remeasured after the grant date. For non-employee awards containing a performance condition, compensation cost is recognized when achievement of the performance condition is probable; for awards subject only to service conditions, compensation cost is recognized over the requisite service (vesting) period. The Company has elected, as permitted by ASC 718-10-35-3, to account for forfeitures as they occur; previously recognized compensation cost for an unvested award is reversed in the period the award is forfeited, including upon termination of a grantee’s service.

The Company estimates the fair value of stock options and warrants granted as compensation using the Black-Scholes option-pricing model, which requires assumptions for the expected volatility of the Company’s common stock, the risk-free interest rate, the expected term of the award and expected dividends. The fair value of restricted stock awards and restricted stock units is measured by reference to the quoted market price of the Company’s common stock on the grant date.

m. WARRANTS

The Company accounts for warrants issued to non-employees, investors and other counterparties as equity-classified instruments when the warrants are indexed to the Company’s own stock and satisfy the conditions for equity classification in ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company has evaluated the terms of its outstanding warrants and concluded that they meet the requirements for equity classification: cashless (net share) exercise provisions, where present, are settled solely in shares of common stock; beneficial ownership limitations of 4.999% (which a holder may increase to 9.999% upon at least 61 days’ prior written notice to the Company) limit the timing of exercise but do not create an obligation for the Company to settle in cash; and the registration rights granted to certain holders do not require net cash settlement, as the Company is permitted to deliver unregistered shares upon exercise. Accordingly, the warrants are recorded within stockholders’ equity at issuance and are not subsequently remeasured.

n. CONVERTIBLE NOTES

The Company accounts for convertible notes in accordance with ASC 470-20, “Debt—Debt with Conversion and Other Options”, as amended by ASU 2020-06. Convertible notes that do not contain embedded features requiring bifurcation under ASC 815 are accounted for as a single liability measured at amortized cost, with no portion of the proceeds separately allocated to the conversion feature. When a note is converted in accordance with its original terms, the carrying amount of the note, including accrued but unpaid interest, is credited to common stock and additional paid-in capital and no gain or loss is recognized.

o. REGISTRATION PAYMENT ARRANGEMENTS

The Company accounts for registration payment arrangements in accordance with ASC 825-20, “Financial Instruments—Registration Payment Arrangements”. A contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement is recognized as a liability when the transfer of consideration is probable and the amount can be reasonably estimated. No liability under registration payment arrangements was recognized at June 30, 2026 or December 31, 2025.

p. SEGMENT INFORMATION

In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), which is Ronald S. Boreta, its President and CEO, in deciding how to allocate resources and assess performance.

q. RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires enhanced disclosures about significant segment expenses and other segment items regularly provided to the chief operating decision maker, and requires that entities with a single reportable segment provide all of the disclosures required by ASC 280, as amended. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company has adopted ASU 2023-07, and the disclosures required by the standard, including the identification of the CODM and the measures of segment profit or loss regularly reviewed by the CODM, are reflected in Note 3 – Segment Reporting. The adoption of ASU 2023-07 affected disclosures only and did not have a material impact on the Company’s financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 on January 1, 2025. The adoption of ASU 2023-09 has not had a material impact on the Company’s financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure, in the notes to the financial statements, of specified categories of expenses, including employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption presented on the face of the income statement. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of ASU 2024-03 on its disclosures, including the disaggregation of the expenses presented within its general and administrative expenses caption.

The Company believes there was no other new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s financial statements.

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.

NOTE 3 –SEGMENT REPORTING

The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only hasone operating and reportable segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:

The key measures of segment profit or loss reviewed by our CODM are operating expenses. Operating costs are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 4 –GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited financial statements, for the six months ended June 30, 2026 and 2025, the Company had a net loss of $2,794,060 and $2,001,160, respectively, and used cash in operating activities of $981,313 during the six months ended June 30, 2026. As of June 30, 2026, the Company had cash of $74,196 and an accumulated deficit of $42,424,162, and its current liabilities exceeded its current assets by $1,962,523. In addition, as of June 30, 2026, the Company had approximately $767,000 of remaining scheduled payments due under its agreements with International Business Machines Corporation and its affiliates (the “IBM Parties”). These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company’s management believes that cash generated from its operations will not be sufficient to fund the Company’s operating cash needs, including its remaining scheduled payments to the IBM Parties, over at least the next 12 months, and that the Company will require additional funding. The Company plans to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. Subsequent to June 30, 2026, the Company received $125,000 from the sale of 25,000 shares of common stock pursuant to a July 13, 2026 subscription agreement and $1,000,000 from the issuance of the Investments AKA Convertible Note on July 28, 2026 (see Note 9 – Subsequent Events). However, the Company’s plans to raise additional capital through sales of debt or equity securities are not solely within its control and cannot be considered probable of being effectively implemented within one year after the date that these unaudited condensed financial statements are issued. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to access additional capital, it may hurt its ability to grow and to generate revenues.

The unaudited condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

NOTE 5. INTANGIBLE ASSETS

Trademark Acquisition Agreement

On May 31, 2025, the Company entered into a Trademark Acquisition Agreement with Patrick J. Rolfes and Ted Angelo, the owners of the trademark for “World Series of Pickleball”. Pursuant to the Trademark Acquisition Agreement, the Company acquired all rights to, and ownership of, the Trademark, in consideration for $25,000 in cash and warrants to purchase 50,000 shares of the Company’s common stock (with warrants to purchase 25,000 shares granted to each seller)(the “Sellers Warrants”).

The Trademark Acquisition Agreement includes customary representations and indemnification obligations of the sellers, for a transaction of the size and type, as the Trademark acquisition. As additional consideration payable to each of the sellers, we agreed that during the lifetime of each of the sellers, we would furnish them an aggregate of six (6) VIP tickets to all World Series of Pickleball events produced by or on behalf of the Company. Such tickets are subject to all the rules and regulations, including standards of behavior, applicable to tickets generally.

The Sellers Warrants have an exercise price of $5.75 per share (the closing sales price of the Company’s common stock on the last trading day prior to the entry into the Trademark Acquisition Agreement) and athree year term and are exercisable only on a cash basis. The Sellers Warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by either holder, with at least 61 days prior written notice to the Company.

Cahill Name and Likeness License Agreement

On June 4, 2026, the Company entered into a Name and Likeness License Agreement (the “License Agreement”) with Darren Cahill (“Cahill”), a former professional tennis player and coach, pursuant to which Cahill granted the Company a worldwide license to use his name, likeness and right of publicity in connection with the Company’s business, including its planned digital coaching platform. The License Agreement has an initial term of fifteen (15) years and automatically renews for successive five (5) year periods unless either party elects not to renew.

As consideration for the license, the Company granted Cahill warrants to purchase 250,000 shares of the Company’s common stock at an exercise price of $5.00 per share (the “Cahill Warrants”). The Cahill Warrants have a five-year term, are exercisable on a cashless basis, and are exercisable as to one-half of the underlying shares immediately and as to the remaining one-half beginning on the first anniversary of the grant date. The Company determined the fair value of the Cahill Warrants to be $1,743,829, which was capitalized as a licensed right intangible asset and is being amortized on a straight-line basis over the fifteen-year initial term of the License Agreement.

The Trademark and the licensed right are each amortized over an estimated useful life of 15 years on a straight-line basis. The estimated future amortization expense related to the Company’s intangible assets as of June 30, 2026 is as follows:

NOTE 6. CAPITAL STOCK AND****SHARE-BASED COMPENSATION

PREFERRED STOCK

Preferred stock, $0.001 par value,5,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 and December 31, 2025. The Company’s Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series.

COMMON STOCK

Effective February 15, 2022, the number of authorized shares of common stock, $0.001 par value, was increased to 500,000,000 shares.

In February 2026, the Company issued a net total of 2,748,971 shares of common stock pursuant to the cashless exercise of warrants by a director and a significant beneficial owner. These transactions involved the exercise of warrants for 2,269,583 and 705,417 shares, respectively, resulting in the net issuance of 2,097,740 and 651,231 shares after the forfeiture of 226,029 shares to satisfy the aggregate exercise price.

On February 6, 2026, the Company issued 19,223 shares of common stock upon the conversion of $8,579 in principal and accrued interest outstanding under a convertible promissory note dated September 30, 2024. This conversion fully satisfied the Company’s obligations under the note.

During the six months ended June 30, 2026, the Company issued 9,574 restricted shares of common stock to its investor relations firm, all of which shares were vested as of June 30, 2026 (see “RESTRICTED STOCK AWARDS” below).

Subscription Agreements

On March 13, 2026, the Company issued 80,000 shares of restricted common stock to two accredited investors (the “March 2026 investors”) at $5.00 per share for total proceeds of $400,000. This issuance included 50,000 shares sold for $250,000 to the Boreta Lifetime Trust, an entity affiliated with Ronald S. Boreta, the Company’s President, Chief Executive Officer, and Director. These shares were issued in a private placement.

On April 28, 2026, the Company entered into a Subscription Agreement with Investments AKA, LLC, a limited liability company indirectly controlled by former professional tennis player Andre K. Agassi, 8-time Grand Slam winner, and the Company’s largest beneficial stockholder (“Investments AKA”), pursuant to which Investments AKA purchased an aggregate of 50,000 shares of restricted common stock from the Company, for $5.00 per share, or a total of $250,000. The Subscription Agreement included customary representations and warranties of AKA and the Company and piggyback registration rights.

During the three months ended June 30, 2026, the Company issued an additional 249,000 shares of restricted common stock at $5.00 per share for gross proceeds of $1,245,000 pursuant to Subscription Agreements. Together with the Investments AKA subscription, total common stock issued during the period was 299,000 shares for gross proceeds of $1,495,000.

Private Placement Subscription

On March 30, 2026, the Company issued 50,000 shares of restricted common stock to an accredited investor at $5.00 per share for aggregate gross proceeds of $250,000 pursuant to a Subscription Agreement. The investor was granted three-year piggyback registration rights and, pursuant to a side letter agreement, demand registration rights if the shares are not registered or eligible for resale under Rule 144 within one year of issuance, certain first opportunity rights related to future World Series of Pickleball events, and a complimentary sponsorship placement at the Company’s inaugural World Series of Pickleball event.

There were 13,051,824 shares of common stock issued and outstanding as of June 30, 2026 and 9,785,056 shares of common stock issued and outstanding as of December 31, 2025.

RESTRICTED STOCK AWARDS

In May 2026, the Company issued 60,000 restricted shares of common stock to Business Funding Group at $5.50 per share, for an aggregate fair value of $330,000, pursuant to a consulting agreement. These shares vest monthly over a six-month period from May 9, 2026 through November 9, 2026. As of June 30, 2026,20,000 of these shares were vested and 40,000 shares remained unvested, and the Company recorded stock-based compensation expense of $110,000 related to these shares in the statements of operations for the three and six months ended June 30, 2026.

In April 2026, pursuant to a letter agreement with an investor relations firm, the Company issued 9,574 restricted shares of common stock to the investor relations firm at $4.70 per share, for an aggregate fair value of $45,000, all of which shares were vested as of June 30, 2026. The Company recorded stock-based compensation expense of $45,000 related to these shares in the statements of operations for the three and six months ended June 30, 2026.

In total, the Company recorded stock-based compensation expense of $155,000 related to restricted stock issuances in the statements of operations for the three and six months ended June 30, 2026, and unrecognized stock compensation outstanding on these grants was $220,000 as of June 30, 2026. As of June 30, 2026,69,574 restricted shares had been issued pursuant to these awards, of which 40,000 shares remained unvested.

WARRANTS

The following is a summary of warrants for the six months ended June 30, 2026.

The weighted-average remaining term of the warrants outstanding was 3.57 years as of June 30, 2026.

In connection with lock-up agreements entered into with certain of its stockholders, on June 19, 2026, the Company granted to such stockholders warrants to purchase an aggregate of 657,876 shares of the Company’s common stock, at an exercise price of $5.00 per share of common stock. The warrants are exercisable in whole or in part immediately and expire on June 19, 2028. The warrants may be exercised only on a cash basis and include a 4.999% beneficial ownership limitation, which may be increased to 9.999% by a holder upon at least 61 days’ prior written notice to the Company.

In connection with the Name and Likeness License Agreement discussed in greater detail under Note 5, on June 4, 2026, the Company granted Darren Cahill warrants to purchase 250,000 shares of the Company’s common stock. The warrants have an exercise price of $5.00 per share and a five-year term, expire on June 4, 2031, and may be exercised on a cash or cashless basis. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The Company, in consideration for legal services provided to the Company, on May 29, 2026, granted to the Company’s outside legal counsel, warrants to purchase up to 100,000 shares of the Company’s common stock, at the exercise price of $5.00 per share of common stock. The warrants are exercisable in whole or in part immediately, expire on May 29, 2031, and may be exercised on a cash or cashless basis. The grant-date fair value of these warrants was charged to additional paid-in capital as a direct and incremental cost of the Company’s 2026 equity offerings in accordance with SEC Staff Accounting Bulletin Topic 5A, rather than recognized as compensation expense.

The Company, in consideration for services agreed to be rendered, on April 27, 2026, granted a financial advisor to the Company, warrants to purchase up to 50,000 shares of the Company’s common stock, at the exercise price of $5.00 per share of common stock. The warrants vested immediately, expire on April 26, 2031 and may be exercised on a cash or cashless basis. The grant-date fair value of these warrants was likewise charged to additional paid-in capital as a direct and incremental cost of the Company’s 2026 equity offerings in accordance with SEC Staff Accounting Bulletin Topic 5A.

The Company, for consulting services agreed to be rendered, on February 3, 2026, granted a consultant warrants to purchase up to 200,000 shares of the Company’s common stock, at the exercise price of $5.00 per share of common stock. The warrants expire on February 2, 2029. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The Company, for consulting services agreed to be rendered, on March 6, 2025, granted to Darren Cahill, warrants to purchase up to 250,000 shares of the Company’s common stock, at the exercise price of $1.70 per share of common stock. The warrants expire on March 5, 2030. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The Company, for consulting services agreed to be rendered, on March 6, 2025, granted a consultant warrants to purchase up to 500,000 shares of the Company’s common stock, at the exercise price of $1.70 per share of common stock. The warrants expire on March 5, 2030. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The Company, for services agreed to be rendered as the Company’s Chief Financial Officer, on March 6, 2025, granted to Shawn Cable, warrants to purchase up to 100,000 shares of the Company’s common stock, at the exercise price of $1.70 per share of common stock. The warrants expire on March 5, 2030. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

In connection with the Trademark Purchase Agreement discussed in greater detail under Note 5, the Company granted the Sellers warrants to purchase 50,000 shares of the Company’s common stock. The warrants have an exercise price of $5.75 per share (the closing sales price of the Company’s common stock on the last trading day prior to the entry into the Trademark Acquisition Agreement) and a three-year term and are exercisable only on a cash basis. The warrants include a 4.999% beneficial ownership limitation, which can be increased to 9.999% by either holder, with at least 61 days prior written notice to the Company.

The Company, for consulting services agreed to be rendered, on October 31, 2025, granted to Stefanie Graf, the spouse of Andre K. Agassi, a significant beneficial owner of the Company’s common stock, warrants to purchase 1,000,000 shares of the Company’s common stock, at the exercise price of $5.50 per share of common stock. The warrants expire on October 31, 2030. The warrants are exercisable as to one half of the shares of common stock immediately, and exercisable as to the remaining half of the shares of common stock one year following the grant date of the warrants.

The aggregate fair value of the warrants was $7,075,592 and $1,724,064, respectively, during the six months ended June 30, 2026 and 2025, which was valued using the Black-Scholes pricing model using the range of inputs as indicated below:

The Company capitalized $1,743,829 in intangible assets pertaining to these warrants on June 4, 2026, based on the vesting conditions noted above. The Company recognized $981,455 in stock-based compensation expense pertaining to warrants granted to consultants and service providers during the six months ended June 30, 2026, based on the vesting conditions noted above. In addition, the aggregate grant-date fair value of $801,798 of the warrants granted to the Company’s outside securities counsel on May 29, 2026 and to its financial advisor on April 27, 2026 was determined to be a direct and incremental cost of the Company’s 2026 equity offerings and was charged to additional paid-in capital in accordance with SEC Staff Accounting Bulletin Topic 5A. The warrants granted to stockholders in consideration for lock-up agreements were granted to the holders in their capacity as stockholders and, accordingly, were accounted for as an equity transaction rather than as compensation expense; the aggregate grant-date fair value of $3,548,508 was recorded as a deemed dividend, which increases the net loss attributable to common stockholders for purposes of computing loss per share (see Note 2).

2026 Equity Incentive Plan

On March 23, 2026, the Board of Directors adopted the Agassi Sports Entertainment Corp. 2026 Equity Incentive Plan, which became effective on the same date (the “2026 Plan”).

The 2026 Plan provides an opportunity for any employee, officer, director or consultant of the Company, subject to limitations provided by federal or state securities laws, to receive (i) nonqualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock units; (v) shares in performance of services; (vi) other awards of equity or equity based compensation; or (vii) any combination of the foregoing. In making such determinations, the Board or Compensation Committee may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company’s success, and such other factors as the Board or Compensation Committee, in its discretion shall deem relevant.

Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company’s common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2026 Plan is 1,500,000.

RESTRICTED STOCK UNITS

In May 2026, the Company granted 300,000 restricted stock units (“RSUs”) under the 2026 Plan to its Chief Executive Officer pursuant to the terms of his employment agreement. The RSUs vest in three equal annual installments on December 31, 2026, 2027 and 2028. The Company recorded stock-based compensation expense of approximately $80,799 in the statements of operations for the three and six months ended June 30, 2026. Total unrecognized compensation cost related to non-vested restricted common stock amounted to approximately $1,344,201 as of June 30, 2026, which is expected to be recognized over 2.51 years. As of June 30, 2026,300,000 RSUs remained unvested.

The following is a summary of RSU activity for the six months ended June 30, 2026:

NOTE 7 –RELATED PARTY TRANSACTIONS

In prior periods, AAGC advanced funds to pay certain expenses of the Company. The Company formerly owned a 51% interest in AAGC. No advances were received from AAGC during the six months ended June 30, 2026 or 2025, and no amounts were due to or from AAGC as of June 30, 2026 or December 31, 2025.

On July 3, 2024, the Company granted warrants to purchase 2,975,000 shares of common stock at an exercise price of $0.397 per share, (i) to James Askew, an individual, who was subsequently appointed as a member of the Board of Directors of the Company (Warrants to purchase 2,269,583 shares of common stock), and (ii) to Investments AKA, LLC, a limited liability company indirectly controlled by Andre K. Agassi, a significant beneficial owner of the Company’s common stock (Warrants to purchase 705,417 shares of common stock). The Warrants vested immediately. The Warrants were exercisable as to one half of the shares of Common Stock immediately, and exercisable as to the remaining half of the shares of Common Stock one year following the grant date of the Warrant. The Warrants were granted to the Warrant Holders in consideration of services and support previously performed and provided, and expected to be performed or provided, by the Warrant Holders in furtherance of the Company’s business objectives. As discussed in greater detail in Note 6, above, the Warrants were exercised for common stock in cashless transactions in February 2026.

The Company also entered into a Consulting Agreement, dated July 3, 2024, with Askew with respect to his services and the issuance of his Warrants.

The Company’s corporate offices are located at 1120 N Town Center Drive, Suite 160, Las Vegas, Nevada 89144 in space shared with The Agassi Foundation, which is provided to the Company without charge.

License and Brand Partner Agreements

Effective June 18, 2026, the Company entered into a fifteen-year Name and Likeness License Agreement with AKA Licenses, LLC (“AKA Licenses”), an entity affiliated with Mr. Agassi, under which the Company is obligated to pay AKA Licenses a one-time fee of $250,000, payable upon the earlier of (a) the date the Company raises more than an aggregate of $3,000,000 in additional funding and (b) December 18, 2026 (see Note 8). The fee remained unpaid and is included in accounts payable and accrued expenses as of June 30, 2026. Shawn Cable, the Company’s Chief Financial Officer, also serves as Chief Financial Officer of each of Investments AKA and AKA Licenses. See Note 9 for a description of the $1,000,000 Investments AKA Convertible Note funded on July 28, 2026.

On October 31, 2025, the Company granted Stefanie Graf, the spouse of Mr. Agassi, warrants to purchase 1,000,000 shares of common stock at an exercise price of $5.50 per share (see Note 6), and the Company is party to a five-year Brand Partner Agreement, dated November 22, 2025, with Ms. Graf (see Note 8).

On March 6, 2025, the Company granted Shawn Cable, the Company’s Chief Financial Officer, warrants to purchase up to 100,000 shares of common stock at an exercise price of $1.70 per share in consideration of his services as Chief Financial Officer (see Note 6).

The Company is also party to a fifteen-year Name and Likeness License Agreement, dated June 4, 2026, with Darren Cahill, in consideration of which the Company granted Mr. Cahill warrants to purchase 250,000 shares of common stock with a grant-date fair value of $1,743,829, which was capitalized as a licensed right (see Note 5). On March 6, 2025, the Company granted Mr. Cahill warrants to purchase up to 250,000 shares of common stock at an exercise price of $1.70 per share for consulting services (see Note 6).

Subscription Agreements

One of the March 2026 Investors was the Boreta Lifetime Trust, whose trustee is Ronald S. Boreta, the Company’s President, Chief Executive Officer and director. The Boreta Trust purchased 50,000 shares of restricted common stock for $5.00 per share or $250,000 in aggregate (see Note 6).

On April 28, 2026, the Company entered into a Subscription Agreement with Investments AKA, LLC (“Investments AKA”), a limited liability company indirectly controlled by Andre K. Agassi, the Company’s largest beneficial stockholder, pursuant to which Investments AKA purchased 50,000 shares of restricted common stock for $5.00 per share, or $250,000 in aggregate (see Note 6).

Employment Agreement

On March 25, 2026, effective March 1, 2026, the Company entered into an Executive Employment Agreement with its Chief Executive Officer and director, Ronald S. Boreta. Under the agreement, Mr. Boreta is entitled to an annual base salary of $240,000, subject to automatic annual increases of 10%, and may receive discretionary cash and equity-based bonuses. The agreement also provides for a $250,000 sign-on bonus and the grant of 300,000 restricted stock units, subject to approval by the Board of Directors and the Company’s equity compensation plan. On May 6, 2026, the Board of Directors approved and granted the 300,000 restricted stock units (see Note 6).

During the six months ended June 30, 2026, the Company recognized compensation expense of $330,000 under the agreement, consisting of the $250,000 sign-on bonus and $80,000 of salary expense, representing four months of base salary at $20,000 per month from the March 1, 2026 effective date through June 30, 2026. As of June 30, 2026, the unpaid $250,000 sign-on bonus is included in accounts payable and accrued expenses in the accompanying balance sheet.

NOTE 8-COMMITMENTS AND CONTINGENCIES

Other than as described below and elsewhere in these notes, the Company had no material commitments as of June 30, 2026.

IBM Parties

Under the Services Agreement and SoW 1 with the IBM Parties (as defined in Note 4) relating to the development of the Company’s digital platform and App, the Company agreed to make scheduled payments totaling approximately $2.1 million, of which $1,367,548 had been paid as of June 30, 2026, leaving approximately $767,000 of scheduled payments remaining. The total estimated cost of the digital platform is approximately $2,700,000.

Executive Employment Agreement

Under the Executive Employment Agreement with the Company’s Chief Executive Officer, effective March 1, 2026, the Company is obligated to pay an annual base salary of $240,000, subject to automatic annual increases of 10%, and a one-time sign-on bonus of $250,000, which remained unpaid and included in accounts payable and accrued expenses at June 30, 2026. The Company also granted the Chief Executive Officer 300,000 restricted stock units (see Note 7).

License and Brand Agreements

The Company is party to a fifteen-year Name and Likeness License Agreement with Darren Cahill (see Note 5) and, effective June 18, 2026, a fifteen-year Name and Likeness License Agreement with AKA Licenses, LLC, a related party, under which the Company is obligated to pay a one-time fee of $250,000 on the earlier of the date the Company raises more than an aggregate of $3,000,000 in additional funding and December 18, 2026. The Company is also party to a five-year Brand Partner Agreement with Stefanie Graf (see Note 6) and a Collaboration and Licensing Agreement with JOOLA.

Other Commitments

Under the USTA Agreement (see Note 9), the Company agreed to provide a fixed number of complimentary subscriptions to its App, discounted yearly subscriptions to USTA members and coaches, and a fixed percentage of certain net revenues generated through the App during the agreement’s three-year term. The Company has agreed to make payments of $25,000 and $50,000 per year under its agreements with Delphi, and pays $6,000 per month under an investor relations letter agreement. In connection with the Trademark Purchase Agreement (see Note 5), the Company agreed to furnish the sellers an aggregate of six VIP tickets to all World Series of Pickleball events during each seller’s lifetime.

Registration Payment Arrangements

Under the Registration Rights Agreement entered into in July 2026 (see Note 9), the Company may be required to issue additional shares of common stock equal to five percent (5%) of the shares sold to the applicable investors, as liquidated damages and not as a penalty, if specified registration deadlines are not met (see Note 2).

NOTE 9 –SUBSEQUENT EVENTS

The Company has evaluated events through August 14, 2026, the filing date of this Form 10-Q, and determined that there have been no subsequent events that occurred that would require adjustments to our disclosures in these unaudited condensed interim financial statements, except as discussed below.

On July 13, 2026, the Company entered into a Subscription Agreement with an accredited investor pursuant to which the Company sold the investor 25,000 shares of common stock for $125,000 ($5.00 per share). The Subscription Agreement included customary representations and warranties of the Investor and the Company.

On July 13, 2026, in connection with the Subscription Agreement entered into in July 2026, the Company entered into a Registration Rights Agreement in favor of the investor (who executed a counterpart thereof in connection with his investment).

Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of the shares sold to such investor on or before the first business day following the date which falls 45 days after the last sale of securities in the offering in connection with the Registration Rights Agreement, and to use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible thereafter. Once effective, the Company agreed to keep the registration statement effective until the earlier of (a) the date that all shares covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and (b) three years after the date of the Registration Rights Agreement.

If the Company fails to file the registration statement by the required dates as disclosed above, then the Company is required to promptly issue to each investor, as liquidated damages and not as a penalty, additional shares of common stock equal to five percent (5%) of the shares then held by such Investor subject to such failure to file. If such failure to file continues for a period of thirty (30) days following the initial occurrence thereof, the Company is required to promptly issue to each such investor additional shares of common stock equal to an additional five percent (5%) of the shares then held by such investor which remain subject to such failure for each additional thirty (30) day period during which such event continues; provided, however, that the aggregate number of additional shares of common stock required to be issued to any investor will not exceed fifteen percent (15%) of the shares originally subject to such failure with respect to such investor.

The Registration Rights Agreement includes customary representations, indemnification obligations of each party, and other provisions.

On July 23, 2026, the Company granted two consultants warrants to purchase an aggregate of 200,000 shares of common stock (100,000 shares each) at $5.00 per share, with cashless exercise rights, in consideration for services rendered. One warrant is exercisable in full and expires on July 23, 2029; the other expires on July 23, 2031 and is exercisable for up to one-half of the underlying shares prior to July 23, 2027 and in full thereafter.

On July 28, 2026, the Company entered into a Convertible Promissory Note (the “Investments AKA Convertible Note”), in the original principal amount of $1,000,000 with Investments AKA, which is controlled by Andre Agassi, a greater than 10% shareholder of the Company, and whose Chief Financial Officer is Shawn Cable, our Chief Financial Officer.

The Investments AKA Convertible Note accrues interest at a fixed rate per annum equal to 3.96%, which the Company determined represents 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, given the term of the Investments AKA Convertible Note and the related-party status of the holder. Following an event of default, the Investments AKA Convertible Note accrues interest at a default rate of 10% per annum.

Unless earlier converted, the outstanding principal balance of the Investments AKA Convertible Note, together with all accrued and unpaid interest, is due and payable in full on July 27, 2027. The Investments AKA Convertible Note will automatically convert, 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 will 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 occurs prior to the Maturity Date, the Investments AKA Convertible Note will not automatically convert, and the outstanding principal and accrued interest will instead be due and payable in full on the Maturity Date.

On July 28, 2026, the Company issued an investor relations firm 20,000 shares of restricted common stock for strategic advisory and investor relations services to be rendered over three months.

On July 24, 2026, the Company issued warrants to purchase 4,500 shares of common stock at an exercise price of $5.00 per share to Nathan Low, the principal of INTE Securities LLC, a FINRA-registered broker-dealer, in connection with $150,000 invested by investors introduced to the Company by INTE, for which INTE also received a cash fee of $10,500. The grant-date fair value of the warrants and the cash fee will be accounted for as direct and incremental costs of the related offering and charged to additional paid-in capital in accordance with SEC Staff Accounting Bulletin Topic 5A in the third quarter of 2026.

On August 4, 2026, the Company announced the launch of its global “Let’s Play” pickleball and padel facilities initiative, through which the Company intends to pursue the acquisition, development and operation of pickleball and padel facilities. As of the date of this Report, the initiative is in the beginning stages of development, and the Company expects that pursuing the initiative will require substantial additional capital. No amounts relating to the initiative are recognized in the accompanying unaudited condensed financial statements.

On August 6, 2026, the Company entered into a Commercial Agreement with United States Tennis Association Incorporated, for itself and on behalf of USTA Coaching, Inc. (collectively, “USTA”, and the Commercial Agreement, the “USTA Agreement”). Pursuant to the USTA Agreement, USTA agreed to provide the Company the use of certain proprietary training content, coaching materials, training methodologies, curricula, coaching philosophies (including the USTA American Development Model for Tennis (ADM)), educational resources, and related materials developed by or on behalf of USTA or licensed thereto (collectively, the “USTA Content”), for use in the Company’s planned App, solely in order to train and fine-tune the App’s AI model solely to (i) direct users of the App in accordance with USTA’s coaching philosophy, including the ADM, and (ii) surface available resources offered by USTA programs, learning management system, and the USTA certification pathway (collectively, the “Permitted Purpose”).

In consideration for agreeing to enter into the USTA Agreement and agree to the terms thereof, the Company agreed to make Darren Cahill available to speak at USTA’s Coaches Open event to be conducted on or about August 27, 2026, and for Andre Agassi to speak at another USTA Coaching event prior to August 31, 2027; agreed to provide USTA a fixed number of complementary subscriptions to the App, and to provide an agreed upon discount on yearly subscriptions to the App from USTA members and USTA coaches during the term of the agreement; and to share a fixed percentage of net revenues that the Company generates through the App from USTA members and USTA coaches, net of platform and application fees, and adjusted for chargebacks and refunds.

The USTA Agreement has a term of three years, and can be terminated prior to that by either party for cause, provided the non-breaching party provides the other 60 days after written notice of any such event relating to a for cause termination and the non-breaching party does not cure such breach within such 60 day period, and can also be terminated immediately by USTA in the event of (i) the Company’s unauthorized use of the USTA Content, (ii) the occurrence of a material security incident caused by the Company’s failure to comply with its obligations under the agreement; (iii) the Company’s breach of the agreement’s prohibitions on reverse engineering and secondary use of the USTA Content, or (iv) the Company’s agreement to use commercially reasonable efforts to make the App available to users. Additionally, either party may terminate the agreement upon the other party’s insolvency or entry into bankruptcy.