Super League Enterprise, Inc announced that it has entered into subscription agreements with accredited investors with respect to the sale of an aggregate of 1,210 shares of newly designated Series AAA Junior Convertible Preferred Stock at a purchase price of $1,000 per share, for aggregate gross proceeds to the Company of approximately $1,210,000 on June 26, 2024. Each share of Series AAA Preferred is convertible at the option of the holder, subject to certain beneficial ownership limitations and primary market limitations as set forth in each Series AAA Certificates of Designation, into such number of shares of the Company?s common stock, par value $0.001 equal to the number of Series AAA Preferred to be converted, multiplied by the stated value of $1,000. The transaction is Subject to the approval by a majority of the voting securities of the Company, pursuant to the Subscription Agreements, purchasers shall have the right to purchase shares of a newly designated series of Preferred Stock of the Company containing comparable terms (except for adjustments to the Conversion Price based on future equity issuances) as the Series AAA Preferred (the ?

Additional Investment Right ?) from the date of each respective closing through the date that is 18 months thereafter for an additional dollar amount equal to its initial investment amount at $1,000 per share and a conversion price equal to the conversion price of the Series AAA Preferred in effect on the Filing Date (i.e., the original conversion price of $1.25). No further additional investment rights shall be granted to investors that exercise the Additional Investment Rights. The Company sold and offered the shares of Series AAA Preferred pursuant to a Placement Agency Agreement with a registered broker dealer, which acted as the Company?s exclusive placement agent for the Offering.

Pursuant to the terms of the Placement Agency Agreement, in connection with the June 26, 2024 closing of the Offering, the Company paid the Placement Agent an aggregate cash fee of $121,000, non-accountable expense allowance of $24,200 and will issue to the Placement Agent or its designees warrants (the ? Placement Agent Warrants ?) to purchase 140,360 shares of Common Stock at an exercise price of $1.25 per share. The Placement Agent shall also earn fees and be issued additional Placement Agent Warrants with respect to any securities issued pursuant to the Additional Investment Rights.

The securities issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the ? Securities Act ?), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the investors (including the Holders) are accredited investors, the investors are purchasing and/or exchanging the securities, as applicable, for investment and not for resale and the Company took appropriate measures to restrict the transfer of the securities.