Key Points for Investors

• Agassi Sports Entertainment Corp. has completed a private placement of common shares, raising \$1,175,000.
• Investors purchased 235,000 restricted common shares at \$5.00 per share.
• A Registration Rights Agreement was executed, requiring the Company to register the resale of these shares under the Securities Act.
• Failure to timely file or effectuate registration triggers potentially significant share-based penalties for the Company.
• Additional unregistered warrants for 100,000 shares were granted to outside legal counsel, with immediate vesting and cashless exercise rights.
• No sales commissions were paid in connection with these private offerings.

Details of the Private Placement

On May 22, June 1, 2, and 4, 2026, Agassi Sports Entertainment Corp. (the “Company”) entered into Subscription Agreements with certain accredited investors. Under these agreements, investors purchased a total of 235,000 shares of restricted common stock at \$5.00 per share, amounting to \$1,175,000 in gross proceeds.

The Subscription Agreements contained customary representations and warranties by both the investors and the Company.

Registration Rights Agreement: Shareholder Protections and Company Obligations

In connection with the private placement, on June 1, 2026, the Company entered into a Registration Rights Agreement with the investors to facilitate the resale of the shares. The Company is required to:

• File a registration statement covering the resale of the shares on or before 45 days after the first sale (by July 6, 2026).
• Use commercially reasonable efforts to have the registration statement declared effective as soon as possible.
• Keep the registration statement effective until the earlier of:
  • All shares have been sold or are freely tradable under Rule 144 without volume or manner-of-sale restrictions; OR
  • Three years from the date of the agreement.

Failure to timely file or maintain effectiveness of the registration statement triggers share-based liquidated damages:

• If the Company misses the filing deadline, it must issue to each investor additional shares equal to 5% of the shares they hold for each 30-day period that the failure continues, up to a maximum of 15% of the originally affected shares.
• This penalty is designed to protect investors and is not considered a penalty but liquidated damages.

These provisions are highly material; they could result in additional dilution to existing shareholders if the Company fails to comply, and thus are potentially price sensitive.

Unregistered Issuance of Warrants

On May 29, 2026, the Company granted warrants to purchase 100,000 shares of common stock at an exercise price of \$5.00 per share to its outside legal counsel. These warrants:

• Have a term of five years
• Include cashless exercise rights
• Vested immediately upon grant

The issuance of these warrants was made as compensation for legal services rendered and was exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D, as the recipient was an accredited investor and no general solicitation occurred.

No sales commissions were paid in connection with either the private placement or the warrant grant.

Implications for Shareholders and Potential Share Price Impact

• The private placement and immediate vesting of warrants will increase the number of shares outstanding if and when the shares and warrants are registered and exercised, resulting in potential dilution for existing shareholders.
• The Registration Rights Agreement imposes strict requirements on the Company to register the shares, which, if not met, could trigger further dilution through the issuance of penalty shares.
• The Company has not registered these securities under the Securities Act, and they may not be sold in the U.S. absent registration or an exemption. This limitation may affect liquidity until the registration is effective.
• The Company’s ability to timely fulfill its registration obligations, or any failure to do so, could become a price-sensitive event, as failure would lead to additional share issuance and may affect the Company’s reputation with institutional investors.

Additional Notes

• The Company is not an emerging growth company as defined under Rule 405 of the Securities Act.
• No securities are currently registered pursuant to Section 12(b) of the Exchange Act.
• The securities offered have not been registered and may not be offered or sold in the United States without an effective registration statement or a valid exemption.