Agassi Sports appoints Clive G. Brookes as director
The recovery policy applies to incentive compensation received on or after October 22, 2026, even if it was approved, awarded, or granted earlier.
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Agassi Sports Entertainment Corp. (AASP) expanded its board to three members and appointed Clive G. Brookes as a director effective October 22, 2026. The board determined that Brookes is independent under Nasdaq Capital Market rules and Exchange Act Rule 10A-3(b)(1). He is the sole current member and chairman of the Compensation, Audit, and Nominating and Corporate Governance committees. The company has no fixed director compensation; Brookes may receive compensation approved by the board and may participate in the company’s equity incentive plans.
On or around October 23, 2026, the company entered into indemnification agreements with each director and officer. The agreements provide for covered expenses and generally require advancement of reasonable expenses within 30 days after a written request that reasonably evidences them, subject to conditions and exclusions. The board also adopted committee charters, a Code of Ethical Business Conduct, an insider trading policy, and an incentive-compensation recovery policy effective October 22, 2026. If the company is required to prepare an accounting restatement, the recovery policy requires recoupment of erroneously awarded incentive compensation received by covered current or former executive officers during the applicable lookback period—generally the three preceding completed fiscal years, with defined transition-period rules—regardless of misconduct.
Filing Explained
The charters set at least two members for the compensation and nominating committees and at least three for audit, subject to Nasdaq phase-in rules; the filing also says Brookes is currently the sole member of all three, so current membership is below the charter numbers, with audit’s phase-in caveat.
8-K Event Classification
Key Figures
Key Terms
Accounting Restatement financial
Erroneously Awarded Compensation financial
Financial Reporting Measure financial
Applicable Period regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Director Appointment
Effective on October 22, 2026, the Board of Directors of Agassi Sports Entertainment Corp. (the “Company”, “we” and “us”), increased the number of members of its Board of Directors to three, and appointed Mr. Clive G. Brookes as a member of the Board of Directors of the Company and as Chairman of the newly formed Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Board of Directors (see Item 8.01, below).
The Board of Directors determined that Mr. Brookes was “independent” pursuant to the rules of the Nasdaq Capital Market and pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.
Mr. Brookes is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings between Mr. Brookes and any other person pursuant to which Mr. Brookes was selected to serve as a director of the Company, nor is Mr. Brookes a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There are no family relationships between any director or executive officer of the Company, including Mr. Brookes.
Mr. Brookes will be entitled to receive compensation from time to time as approved by the Board of Directors of the Company; provided that the Company does not currently have any fixed compensation for directors. Mr. Brookes is also entitled to participate in the Company’s equity incentive plans in effect and as amended from time to time.
Biographical information for Mr. Brookes is provided below:
Clive G. Brookes, age 72
Clive G. Brookes has more than 25 years of experience in Canadian capital markets, public company management and the mineral exploration sector. Since 1990, he has served as President of Sunrise Communications Ltd., a private company providing management services to public companies. Since August 2018, he has served as President, Chief Executive Officer and a director of Atoro Capital Corp., a capital pool company listed on the NEX board of the TSX Venture Exchange (NEX:TTO.H), where he also serves on the audit committee. Since June 2023, he has served as President and a director of Goldcana Resources Inc., a mineral exploration company listed on the Canadian Securities Exchange (CSE:GC), where he also serves as Chief Executive Officer, Secretary and an audit committee member. Mr. Brookes has served as a director of HIRE Technologies Inc., a staffing, recruitment and human resources technology company, since November 2023, and as an independent director of Quarterback Resources Inc., a mineral exploration company listed on the Canadian Securities Exchange (CSE:QB), since February 2025. He also chairs Quarterback’s audit committee. Since 2008, Mr. Brookes has served as a director of Goldzone Exploration, Inc., a private company. His prior positions include Chairman, President and Chief Executive Officer of Juggernaut Exploration Ltd.; Chief Financial Officer, Secretary and a director of EnerGulf Resources Inc.; and Chief Financial Officer and a director of Candelaria Mining Corp. Mr. Brookes holds a Bachelor of Commerce degree from the University of British Columbia.
The Board believes that Mr. Brookes’ experience in public company management, financial reporting, regulatory compliance and corporate governance qualifies him to serve as a director of the Company.
(e) Compensatory Arrangements
On or around October 23, 2026, the Company entered into indemnification agreements, in substantially the form attached as Exhibit 10.1 to this Current Report on Form 8-K (the “Indemnification Agreements”), with each director serving on the Company’s Board of Directors and each officer of the Company (each, an “Indemnitee”).
Each Indemnification Agreement provides that the Company will indemnify the applicable Indemnitee, to the fullest extent permitted by applicable law and subject to the agreement’s conditions and exclusions, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with covered proceedings arising by reason of the Indemnitee’s service to the Company or service at the Company’s request to another enterprise. Covered proceedings include threatened, pending or completed civil, criminal, administrative, legislative or investigative proceedings, including proceedings brought by or in the right of the Company, subject to the limitations applicable to such proceedings. The agreements also provide for indemnification of reasonable expenses incurred as a witness or other nonparty participant in a covered proceeding and for contribution in certain circumstances.
The Company must advance reasonable expenses incurred in connection with covered proceedings, generally within 30 days after receipt of a written request reasonably evidencing those expenses, subject to the agreements’ conditions and exclusions. Each Indemnitee undertakes to repay amounts advanced to the extent ultimately determined by a court of competent jurisdiction, after exhaustion of any appeals taken, not to be indemnifiable. The agreements establish procedures for determining entitlement to indemnification, address the defense and settlement of covered proceedings, and provide for judicial enforcement of indemnification and advancement rights. Reasonable enforcement expenses are subject to advancement, with ultimate indemnification generally available to the extent the Indemnitee is successful.
The agreements exclude, subject to their terms and applicable law, duplicate payments, disgorgement of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, certain compensation reimbursements and clawbacks, certain proceedings initiated by the Indemnitee without prior board authorization, and payments prohibited by applicable law. An exclusion from ultimate indemnification does not, by itself, preclude lawful advancement of defense expenses, subject to the agreements’ repayment requirements.
The rights provided by the agreements are in addition to other indemnification and advancement rights available to the Indemnitees. The Company’s obligations extend to service beginning when each Indemnitee first held a covered position and continue after that service ends for so long as the Indemnitee may be subject to a covered proceeding or related enforcement action. The agreements bind the Company’s successors and require a successor to all or substantially all of its business or assets expressly to assume its obligations. The Company also agrees to use commercially reasonable efforts to obtain and maintain directors’ and officers’ liability insurance. The agreements are governed by Nevada law and provide for enforcement in specified Nevada courts.
The foregoing description is qualified in its entirety by reference to the full text of the form of Indemnification Agreement filed as Exhibit 10.1 to this report, which is incorporated herein by reference.
On October 22, 2026, the Board of Directors approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive Based Compensation (the “Clawback Policy”), with an effective date of October 22, 2026, in order to comply with the final clawback rules adopted by the SEC under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).
The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board of Directors will recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
The foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy, a copy of which is attached hereto as Exhibit 99.4, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
The information regarding the adoption of the Company’s Code of Ethical Business Conduct as described in Item 8.01, below, is incorporated by reference into this Item 5.05 to the extent required by Item 5.05 of Form 8-K.
Item 8.01. Other Events.
Adoption of Committee Charters
On October 22, 2026, the Board of Directors adopted charters for a Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee of the Board of Directors. The foregoing are attached as Exhibits 99.1-99.3 to this Current Report on Form 8-K, and will be posted on the Company’s website at agassisports.com.
As discussed above, the sole member and Chairman of each committee is currently Clive G. Brookes, who was appointed to the Board of Directors on October 22, 2026.
Adoption of Insider Trading Policy and Code of Ethical Business Conduct
Also on October 22, 2026, the Board of Directors adopted a Code of Ethical Business Conduct, which establishes standards of ethical conduct applicable to the Company’s directors, officers, employees, and, where applicable, agents and representatives (and which replaced any prior code of ethics which had previously been adopted by the Board of Directors) and an insider trading policy The foregoing are attached as Exhibits 14.1 and 19.1, respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Agassi Entertainment Corp. Indemnification Agreement | |
| 14.1 | Code of Ethical Business Conduct | |
| 19.1 | Policy on Insider Trading | |
| 99.1 | Compensation Committee Charter of the Board of Directors | |
| 99.2 | Audit Committee Charter of the Board of Directors | |
| 99.3 | Nominating and Corporate Governance Committee of the Charter of the Board of Directors | |
| 99.4 | Agassi Sports Entertainment Corp. Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Agassi Sports Entertainment Corp. | ||
| By: | /s/ Ronald S. Boreta | |
| Date: October 26, 2026 | Name: | Ronald S. Boreta |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Agassi Sports Entertainment Corp. (the “Company”)
Compensation Committee Charter
Role:
The Compensation Committee’s role is to discharge the responsibilities of the Board of Directors (the “Board”) relating to compensation of the Company’s executives (including the Chief Executive Officer) and non-employee directors and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation and benefit programs.
Membership:
The membership of the Committee will consist of at least two directors of the Company, who shall satisfy the definition of “independent” under the rules of the Nasdaq Capital Market, or such other exchange(s) upon which the Company’s securities are then listed from time to time (the “Exchange”). Each member of the Committee shall also qualify as a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. In determining the independence of Compensation Committee members, the Board shall consider all factors specifically relevant to such service as set forth in Nasdaq Rule 5605(d)(2)(A), including the sources of each director’s compensation (such as consulting or advisory fees from the Company) and any affiliations with the Company, a subsidiary, or an affiliate of a subsidiary that could impair independence from management.
The Board may remove any member from the Committee at any time with or without cause. Each Committee member may be required to satisfy certain independence requirements of applicable securities laws, rules or guidelines and any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.
Operations:
The Board shall designate one member of the Committee to act as its chairperson. The Committee will meet at least annually and more frequently as necessary. Additional meetings may occur as the Committee or its chair deems advisable. The Committee may also meet periodically in executive session without Company management present. The Committee may invite members of management, consultants, or others to attend meetings and provide pertinent information, except in executive sessions where such presence would be inappropriate. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment) action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of the Company’s Articles of Incorporation, as amended, (b) any provision of the Bylaws of the Company, as amended, or (c) the laws of the State of Nevada.
Authority:
The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel, compensation consultants, or other experts or consultants, as it deems appropriate, including sole authority to approve the fees and other retention terms for such persons. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.
Except as otherwise delegated by the Board or the Committee, the Committee will act on behalf of the Board. The Committee will serve as the “Committee” established to administer equity-based and employee benefit plans, and as such will discharge any responsibilities imposed on the Committee under those plans, including making and authorizing grants, in accordance with the terms of those plans and applicable law. The Committee may delegate to one or more executive officers the authority to make grants of stock options and stock awards to eligible individuals who are not executive officers. Any executive officer to whom the Committee grants such authority shall regularly report to the Committee grants so made. The Committee may revoke any such delegation of authority at any time.
The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee to perform certain of its duties from time to time, provided that any such subcommittee shall, to the extent required by applicable law or Exchange rules, satisfy applicable independence requirements.
Responsibilities:
Subject to the sole determination of the Board, the principal responsibilities and functions of the Compensation Committee are as follows:
| 1. | Review the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to achieve the Company’s business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s stockholders. The Committee shall also review and recommend to the Board annual goals and objectives for the CEO, and evaluate the CEO’s performance against such goals. |
| 2. | Review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans. |
| 3. | Review and approve the compensation structure for executives. |
| 4. | Oversee an evaluation of the performance of the Company’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers. Review and approve compensation packages for new executive officers and termination packages for executive officers. The Committee shall review and approve the annual compensation of the Chief Executive Officer or, in its discretion, shall recommend such compensation to the Board for approval. |
| 5. | Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. The Committee shall also oversee the Company’s policies and practices regarding the timing of grants of equity awards in relation to the disclosure of material nonpublic information, including any disclosure required by Item 402(x) of Regulation S-K. |
| 6. | Periodically review the compensation paid to non-employee directors, through cash, equity, or other forms, and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director. |
| 7. | Review periodic reports from management on matters relating to the Company’s compensation practices. |
| 8. | Produce an annual report of the Compensation Committee on executive compensation for the Company’s annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules or other applicable regulatory requirements and regulations and any relevant listing authority. The Committee shall also review and consider the results of the most recent stockholder advisory vote on executive compensation (“say-on-pay”) and the stockholder advisory vote on the frequency of say-on-pay votes, and make recommendations to the Board regarding the Company’s response thereto. |
| 9. | Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations about, among other things, changes to the charter of the Committee. |
| 10. | Review the Company’s compensation policies and practices to assess whether they encourage excessive or inappropriate risk-taking and, if so, recommend appropriate changes. The Committee shall also periodically review the Company’s policies, if any, regarding hedging and pledging of Company securities by directors, officers and employees, including in light of the disclosure requirements of Item 407(i) of Regulation S-K. |
| 11. | Administer and oversee the Company’s compensation recovery (clawback) policies, including compliance with applicable Exchange rules and SEC regulations. |
| 12. | Take whatever other action that the Board shall reasonably request in its sole determination. |
The Committee shall also have the following responsibilities and authority as dictated by the Exchange:
| (A) | The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. |
| (B) | The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. |
| (C) | The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee. |
| (D) | The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other than in-house legal counsel, only after taking into consideration all factors relevant to that person’s independence from management, including those set forth in the Exchange’s rules. |
Notwithstanding the above, the Chief Executive Officer and other executive officers shall not be present during voting or deliberations on their respective compensation.
The Committee is not required to follow the advice of any retained advisor and shall exercise its own judgment in fulfilling its duties.
Annual Evaluation and Charter Review:
The Committee shall review, discuss and assess its own performance at least annually. The Committee shall also review and assess the adequacy of this charter at least annually, and shall recommend any proposed changes to the Board for its consideration and approval.
Exhibit 99.2
Agassi Sports Entertainment Corp. (the “Company”)
Audit Committee Charter
Role:
The Audit Committee of the Board assists the Board in fulfilling its responsibility for oversight of and integrity of the accounting, auditing, and reporting practices of the Company, and such other duties as directed by the Board. The Committee’s purpose is to oversee the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements, the qualifications of the public accounting firm engaged as the Company’s independent auditor to prepare or issue an audit report on the financial statements of the Company and internal control over financial reporting, and the performance of the Company’s internal audit function, if any, and independent auditor. The Committee reviews and assesses the qualitative aspects of financial reporting to stockholders, the Company’s processes to manage business and financial risk, and compliance with significant applicable legal, ethical, and regulatory requirements. The Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor, including any stockholder ratification if determined appropriate by the Board.
Membership:
The membership of the Committee will consist of at least three directors of the Company, subject to applicable phase-in rules of the Nasdaq Capital Market (“Nasdaq”), all of which members shall satisfy the definition of “independent” and the requirements of Audit Committee members set forth under the listing standard of the Nasdaq Capital Market, or such other exchange(s) upon which the Company’s securities are then listed from time to time (the “Exchange”), subject to any exceptions or cure periods that are applicable pursuant to the foregoing requirements and the phase-in periods permitted under the rules of Nasdaq. All such members shall also satisfy the independence rules of Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
The Board shall endeavor to appoint at least one member of the Committee who qualifies as a “financial expert” as defined in Regulation S-K, Item 407(d)(5)(ii); such member shall have an understanding of generally accepted accounting principles, and be able to read and understand financial statements, including the Company’s balance sheet, statements of operations and statements of cash flow. The Board shall review and designate the Committee member(s) that meets the “financial expert” criteria. All Committee members shall have an understanding of internal control over financial reporting and an understanding of audit committee functions.
No Committee member shall have participated in the preparation of the financial statements of the Company at any time during the three years preceding becoming a member of the Committee (unless such member qualifies as an Excepted Member). The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause. Each Committee member may be required to satisfy certain independence requirements of applicable securities laws, rules or guidelines and any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.
Generally, no member of the Committee may serve on more than three audit committees of publicly traded companies (including the Audit Committee of the Company) at the same time. For this purpose, service on the audit committees of a parent and its substantially owned subsidiaries, if any, counts as service on a single audit committee.
Agassi Sports Entertainment Corp. Page 1 of 8 |
Operations:
The Board shall designate one member of the Committee to act as its chairperson. The Committee will meet a minimum of four times a year (once a quarter). Additional meetings may occur as the Committee or its chair deems advisable. The Committee may invite members of management, consultants, or others to attend meetings and provide pertinent information, except in executive sessions where such presence would be inappropriate. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment) action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of the Company’s Articles of Incorporation, as amended, (b) any provision of the Bylaws of the Company, as amended, or (c) the laws of the State of Nevada.
Communications:
The independent auditor reports directly to the Committee. The Committee is expected to maintain free and open communication with the independent auditor, the internal auditors, and management. This communication will include periodic private executive sessions with each of these parties.
Authority:
The Committee’s role is one of an oversight function. The Committee is not intended to replace the Company’s management, internal auditors and outside auditors. It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls, and it is the internal and outside auditors’ responsibility to review and, when appropriate, audit these financial statements and internal controls.
The Committee recognizes that the financial management and the internal and outside auditors have more knowledge and information about the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee cannot provide any expert or special assurance as to the Company’s financial statements or internal controls or any professional certification as to the outside auditors’ work. In carrying out its oversight responsibilities, the Committee shall undertake the activities and have the authority as described in this Charter.
The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms. The Company will provide the Committee with appropriate funding, as the Committee determines, for the payment of compensation to the Company’s independent auditor, outside counsel, and other advisors as it deems appropriate and administrative expenses of the Committee that are necessary or appropriate in carrying out its duties, including independent counsel. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention. The Committee will have access to the Company’s books, records, facilities, and personnel. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.
The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee, provided that any such subcommittee shall, to the extent required by applicable law or Exchange rules, satisfy applicable independence requirements.
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Relationship With Auditors:
The Committee shall have sole authority and be directly responsible for the appointment, retention, compensation, oversight, evaluation and termination (subject to stockholder ratification, if applicable) of the work of the Company’s outside auditors engaged, including resolution of disagreements between Company management and the auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The Company’s outside auditors shall report directly to the Committee.
The Committee shall review and pre-approve: (i) auditing services (including those performed for purposes of providing comfort letters and statutory audits) and (ii) non-auditing services that exceed a de minimis standard established by the Committee, which are rendered to the Company by its outside auditors (including fees).
The Committee shall:
| (i) | Request from the outside auditors, at least annually, a written report describing: (a) the outside auditors’ internal quality-control procedures; and (b) any material issues raised by the most recent internal quality-control review or peer review of the outside auditors, or by any inquiry or investigation by government or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the outside auditors, and any steps taken to deal with any such issues; |
| (ii) | If required by applicable law or rule of the Exchange (or such other exchange upon which the Company’s securities are listed) review and discuss with the outside auditors any relationships or services that may impact the objectivity and independence of the outside auditors; and |
| (iii) | Receive from the independent auditor annually a formal written statement delineating all relationships between the independent auditor and the Company consistent with applicable Public Company Accounting Oversight Board requirements concerning the independent auditor’s communications with the audit committee regarding independence (PCAOB Rule 3526), as may be modified or supplemented by such other standards as may be set by law or regulation or Exchange rules; and discuss with the independent auditor in an active dialogue any such disclosed relationships or services and their impact on the independent auditor’s objectivity and independence and present to the Board its conclusion with respect to the independence of the independent auditor. |
After reviewing the foregoing reports and the outside auditors’ work throughout the year, the Committee shall evaluate the outside auditor’s qualifications, performance and independence. This evaluation shall include the review and evaluation of the lead partner(s) of the outside auditors. In making its evaluation, the Committee may take into account the opinions of management and the Company’s internal auditors (or other personnel responsible for the internal audit function, if any) and shall take appropriate action in response to the outside auditors’ report and the opinions of those the Committee consults to satisfy itself of the outside auditors’ independence and adequate performance.
The Committee should further consider whether, in order to assure the continuing independence of the outside auditors, there should be regular rotation of the lead audit partner (in addition to what may already be required by law or regulation).
The Committee shall establish hiring policies with respect to employees and former employees of the outside auditors.
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The Committee shall review and discuss with management, the outside auditors and the internal auditors the performance and adequacy of the Company’s internal audit function, if any, including the internal auditors’ responsibilities, budget, and staffing.
Responsibilities:
Financial Statements and Reporting:
| 1. | Reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in connection with their required certifications accompanying the Company’s periodic reports to be filed with the Securities and Exchange Commission, including disclosures to the Committee of (a) significant deficiencies in the design or operation of internal controls, (b) significant changes in internal controls and (c) any fraud involving management or other employees who have a significant role in the Company’s internal controls. |
| 2. | Reviewing and discussing the Company’s quarterly financial results and related press releases, if any, with management and the independent auditors prior to the release of such information to the public. |
Internal Audit:
| 1. | Reviewing with the management the proposed scope and plan for conducting internal audits of Company operations and obtaining reports of significant findings and recommendations, together with management’s corrective action plans. |
| 2. | Seeking to ensure the corporate audit function has sufficient authority, support and access to Company personnel, facilities and records to carry out its work without restrictions or limitations. |
| 3. | Reviewing the corporate audit function of the Company, including its charter, plans, activities, staffing and organizational structure. |
| 4. | Reviewing progress of the internal audit program, key findings and management’s action plans to address findings. |
Compliance:
| 1. | Periodically reviewing the Company’s policies with respect to legal compliance, conflicts of interest and ethical conduct. |
| 2. | Seeking to ensure the adequacy of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters, including the confidential anonymous submission of complaints by employees regarding such matters, and including questionable accounting or auditing matters. |
| 3. | Recommending to the Board any changes in ethics or compliance policies that the Committee deems appropriate. |
In addition to the above responsibilities and those other responsibilities included in this charter, the Committee will undertake such other duties as the Board of Directors delegates to it, and will report periodically to the Board regarding the Committee’s examinations and recommendations.
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The Committee shall oversee the independent auditor’s compliance with applicable rules of the Public Company Accounting Oversight Board (PCAOB).
Cybersecurity:
The Committee will review and discuss, at least annually and more frequently as circumstances warrant, with the appropriate members of the Company’s management material risks relating to data privacy, technology and information security, including cybersecurity, threats and back-up of information systems, risks arising from the use of third-party service providers, data privacy and cybersecurity risks related to artificial intelligence (“AI”) (including, but not limited to, generative AI) and the Company’s processes for assessing, identifying, and managing such risks, as well as the Company’s internal controls and disclosure controls and procedures relating to cybersecurity incidents including compliance with applicable SEC disclosure requirements relating to cybersecurity risk management, strategy, and governance and oversee the timely disclosure of material cybersecurity incidents in accordance with applicable SEC rules, including Item 1.05 of Form 8-K and Item 106 of Regulation S-K.
Review and evaluate reports from Company management regarding the Company’s technology and cybersecurity processes and programs. Discuss periodically with senior management of the Company and Board any material issues that arise with respect to the Company’s technology and cybersecurity risk assessment and risk management processes and programs. Establish procedures with senior management regarding the proper disclosure of material technology and cybersecurity incidents, including receiving reports from management as to their impact on the Company’s financial statements and assessing any corrective actions related to such matters to be implemented by the Company. The Committee shall also review management’s framework and escalation procedures for assessing the materiality of cybersecurity incidents without unreasonable delay following discovery, as well as the Company’s procedures for updating or amending prior disclosures as additional material information becomes available.
Financial Reporting Process and Financial Statements:
The Committee shall meet regularly with management. The Committee shall meet, at least annually, with the Company’s outside auditors in a private session.
The Committee shall review and discuss with management and the outside auditors at least on a quarterly basis prior to filing quarterly or annual financial statements: (i) the audited financial statements to be included in the Company’s Annual Report on Form 10-K (or the Annual Report to Stockholders if distributed prior to the filing of the Form 10-K) (ii) the quarterly financial statements to be included on Form 10-Q; (iii) the Company’s disclosures in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained therein; (iv) the Company’s disclosure controls and procedures (including any significant internal control deficiencies or material weaknesses and any changes implemented in light of material control deficiencies or weaknesses) and (v) any fraud that involves management or other employees who have a significant role in the Company’s internal controls.
In connection with the annual audit and the outside auditors review of the financial information included in the Company’s Quarterly Reports on Form 10-Q, the Committee shall, prior to the filing of the Form 10-K or Form 10-Q, discuss with the outside auditors the results of their audit or review, and the matters required to be discussed by applicable accounting standards. In addition, the chairperson or his or her designee shall, before the quarterly earnings press releases are released, discuss with the outside auditors the results of their review of quarterly earnings press releases.
Agassi Sports Entertainment Corp. Page 5 of 8 |
The Committee shall request from the Company’s outside auditors and, where applicable, the Company’s internal auditors, timely reports concerning:
| a) | Major issues regarding accounting principles and financial statement presentations, including all critical accounting policies and practices and any changes in the selection or application of accounting principles; |
| b) | All significant financial reporting issues and judgments, including all critical accounting estimates and alternative treatments of financial information within generally accepted accounting principles that have been discussed with the management of the Company, the ramifications of the use of such alternative estimates or treatments and the estimate/treatment preferred by the auditors; |
| c) | The effect of regulatory or accounting initiatives, as well as off-balance sheet transactions, on the financial statements; and |
| d) | Any material written communication between the auditors and the management of the Company (such as any management letter or schedule of unadjusted differences). |
The Committee shall review with the outside auditors and the internal auditors any audit problems or difficulties encountered (including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management) and management’s response. The Committee shall be responsible for the resolution of disagreement among the Company’s management, the outside auditors and the internal auditors regarding financial reporting.
The Committee shall review with the internal auditor and the external auditor their annual audit plans and the degree of coordination of such plans.
Based on the above review and discussions, the Committee shall determine whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K.
The Committee shall prepare the report of the audit Committee required by the rules of the SEC included in the Company’s annual proxy statement.
The Committee shall periodically discuss with management the types of information to be disclosed and the types of presentation to be made in quarterly earnings press releases and with respect to financial information and earnings guidance provided to analysts and rating agencies or otherwise made public.
The Committee shall oversee management’s assessment of the effectiveness of the Company’s internal control over financial reporting and review any material weaknesses or significant deficiencies identified.
The Committee shall review the Company’s use of non-GAAP financial measures in earnings releases and SEC filings and assess whether such measures are presented consistently with applicable SEC rules.
Risk Management:
The Committee shall discuss with management, the internal auditors and the outside auditors, the Company’s policies with respect to risk assessment and risk management. This discussion should cover the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures.
The Committee shall review the annual audit report regarding officers’ expense accounts and perquisites and the results of any surveys of compliance with any business conduct policies of the Company.
Agassi Sports Entertainment Corp. Page 6 of 8 |
Compliance with Laws, Regulations and Ethics Codes:
The Committee shall review with the Company’s general counsel, the internal auditors and other appropriate parties, as applicable, legal matters that may have a material impact on the Company’s financial statements, the Company’s compliance policies and procedures and any material reports received from or communications with regulators or government agencies. The Committee shall also periodically review the Company’s insider trading policies and procedures, including compliance with the disclosure and exhibit requirements of Item 408 of Regulation S-K relating to insider trading policies and Rule 10b5-1 trading arrangements.
The Committee shall review and pre-approve any related party transactions and other matters pertaining to the integrity of management, including potential conflicts of interest, or adherence to standards of business conduct as required by the policies of the Company.
The Committee shall (i) review all requests for waivers of any code of conduct and ethics policies or procedures that the Company has adopted including requests from executive, operating or financial officers and management of the Company and from any other individuals that conduct business on behalf of the Company or who are involved with the preparation of financial statements or in the assessment of the Company’s internal disclosure controls over financial reporting, and (ii) promptly disclose any waivers that are required by regulation or listing standards to be disclosed publicly.
The Committee shall establish, oversee and regularly review the adequacy and performance of procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting control and/or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
The Committee shall have authority to establish, monitor and maintain a Whistleblower Protection Policy for the Company that facilitates the reporting of suspected wrongdoings of the Company, and prohibits retaliatory action against employees who report suspected wrongdoings when they reasonably believe violations of laws, rules or regulations have occurred.
Related Party Transactions:
(a) The Committee will review any issues relating to conflicts of interests and all related party transactions of the Company (“Related Party Transactions”).
(b) The Committee will analyze the following factors, in addition to any other factors the Committee deems appropriate, in determining whether to approve a Related Party Transaction:
| (1) | fairness of the terms for the Company (including fairness from a financial point of view); | |
| (2) | materiality of the transaction; | |
| (3) | bids / terms for such transaction from unrelated parties; | |
| (4) | structure of the transaction; | |
| (5) | the policies, rules and regulations of the U.S. federal and state securities laws; | |
| (6) | the policies of the Committee; and | |
| (7) | interests of each related party in the transaction. |
(c) The Committee will only approve a Related Party Transaction if the Committee determines that the terms of the Related Party Transaction are beneficial and fair (including fair from a financial point of view) to the Company and are lawful under the laws of the United States. In the event multiple members of the Committee are deemed a related party, the Related Party Transaction will be considered by the disinterested members of the Board of Directors in place of the Committee.
Agassi Sports Entertainment Corp. Page 7 of 8 |
(d) The following transactions will be exempted from this Charter and will be governed by the Company’s other applicable policies:
| (1) | payment of compensation by the Company to its officers or directors for service to the Company in their stated capacity; |
| (2) | transactions available to all employees or all stockholders of the Company on the same terms; and |
| (3) | transactions which, when aggregated for any related party, involve less than $120,000 and are approved by the Chief Executive Officer, who is not a related party in the transaction. |
(e) Approval of a Related Party Transaction may be conditioned upon the Company and the related party taking any or all of the following additional actions, or any other actions that the Committee deems appropriate:
| (1) | requiring the related party to resign from, or change position within, an entity that is involved in the Related Party Transaction with the Company; |
| (2) | assuring that the related party will not be directly involved in negotiating the terms of the Related Party Transaction; |
| (3) | limiting the duration or magnitude of the Related Party Transaction; |
| (4) | requiring that information about the Related Party Transaction be documented and that reports reflecting the nature and amount of the Related Party Transaction be delivered to the Committee on a regular basis; |
| (5) | requiring that the Company have the right to terminate the Related Party Transaction by giving a specified period of advance notice; or |
| (6) | appointing a Company representative to monitor various aspects of the Related Party Transaction. |
(f) If the Company or a related party becomes aware that any Related Party Transaction exists that has not been previously approved or ratified under this policy, it will promptly submit the transaction to the Committee or Chair of the Committee or disinterested members of the Board of Directors for consideration. The Committee or Chair of the Committee or Board will evaluate the transaction under this policy and will consider all options, including ratification, amendment or termination of the Related Party Transaction.
(g) All Related Party Transactions are to be disclosed in the Company’s applicable filings with the SEC, as required by the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and related rules and regulations. All Related Party Transactions will be disclosed to the Committee and any material Related Party Transaction will be disclosed to the Board of Directors.
(h) The Committee is prohibited from approving or ratifying any Related Party Transaction whereby the Company directly or indirectly, including through any subsidiary, extends or maintains credit, arranges for the extension of credit, or renews an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company.
Annual Evaluation and Charter Review:
The Committee shall review, discuss and assess its own performance at least annually. The Committee shall also review and assess the adequacy of this charter at least annually, and shall recommend any proposed changes to the Board for its consideration and approval.
Agassi Sports Entertainment Corp. Page 8 of 8 |
Exhibit 99.3
Agassi Sports Entertainment Corp. (the “Company”)
Nominating and Corporate Governance Committee Charter
Role:
The Nominating and Corporate Governance Committee’s role is to determine the slate of director nominees for election to the Company’s Board of Directors (the “Board”), to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, and to review, evaluate and recommend changes to the Company’s Corporate Governance Guidelines, and to perform such other duties as the Board may direct.
Membership:
The membership of the Committee will consist of at least two directors of the Company, or such other number as may be required by the rules of the exchange(s) upon which the Company’s securities are then listed from time to time (the “Exchange”), each of whom shall satisfy the definition of “independent” under the rules of the Exchange.
Operations:
The Board shall designate one member of the Committee to act as its chairperson. The Committee will meet at least annually, and more frequently as the Committee or its chair deems advisable. The Committee may invite members of management, consultants, or others to attend meetings and provide pertinent information, except in executive sessions where such presence would be inappropriate. The Committee may also meet periodically in executive session without Company management present. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment) action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of the Company’s Articles of Incorporation, as amended, (b) any provision of the Bylaws of the Company, as amended, or (c) the laws of the State of Nevada.
Authority:
The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has sole authority to retain and terminate outside counsel, compensation consultants, or other experts or consultants, as it deems appropriate, including sole authority to approve the fees and other retention terms for such persons. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.
Except as otherwise delegated by the Board or the Committee, the Committee will act on behalf of the Board.
The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee to perform certain of its duties from time to time, provided that any such subcommittee shall, to the extent required by applicable law or Exchange rules, satisfy applicable independence requirements.
Agassi Sports Entertainment Corp. Nominating and Corporate Governance Committee Charter Page 1 of 3 |
Responsibilities:
The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide the appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.
Specific responsibilities and duties of the Committee include:
| a) | Establishing criteria for selection of new directors and nominees for vacancies on the Board; |
| b) | Approving director nominations to be presented for stockholder approval at the Company annual Meeting; |
| c) | Identifying and assisting with the recruitment of qualified candidates for Board membership and for the positions of chairperson of the Board and chairpersons of the committees of the Board; |
| d) | Recommending to the Board to accept or decline any tendered resignation of a director; |
| e) | Considering any nomination of director candidates validly made by stockholders; |
| f) | Reviewing any director conflict of interest issues and determining how to handle such issues; |
| g) | Ensuring a review at least annually of incumbent directors’ performance and attendance at Board and committee meetings in connection with the independent directors’ decision regarding directors to be slated for election at the Company’s annual meeting; |
| h) | Providing appropriate orientation programs for new directors; |
| i) | Developing and periodically reviewing and recommending to the Board appropriate revisions to the Company’s corporate governance framework, including its Articles of Incorporation and Bylaws; |
| j) | Monitoring compliance with the corporate governance guidelines; |
| k) | Reviewing and recommending to the Board the appropriate size, composition, skills, experience, and diversity of the Board; and |
| l) | Reviewing and assessing the adequacy of the Company’s corporate governance policies and practices at least annually and recommending any proposed changes to the Board. |
The Committee will also provide periodic reports to the Board and will propose any necessary actions to the Board. The Committee will also be responsible for the review and reassessment of the adequacy of this Charter annually and for recommending any proposed changes to the Board for approval.
Agassi Sports Entertainment Corp. Nominating and Corporate Governance Committee Charter Page 2 of 3 |
Nomination Process:
The Committee has the authority to lead the search for individuals qualified to become members of the Board of the Company and to select or recommend to the Board nominees to be presented for stockholder approval. The Committee will select individuals who have high personal and professional integrity, have demonstrated ability and sound judgment and are effective, in conjunction with other director nominees, in collectively serving the long-term interests of the Company’s stockholders. The Committee may use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Committee may meet to discuss and consider candidates’ qualifications and then choose a candidate by majority vote.
The Committee will consider nominees for the Board recommended in good faith by the Company’s stockholders, provided those nominees meet the requirements of the Exchange and applicable federal securities law. Stockholders should submit the candidate’s name, credentials, contact information and his or her written consent to be considered as a candidate. These recommendations should be submitted in writing to the Company Secretary. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership (how many shares owned and for how long). The Committee may request further information about stockholder recommended nominees in order to comply with any applicable laws, rules or regulations or to the extent such information is required to be provided by such stockholder pursuant to any applicable laws, rules or regulations.
All stockholder nominations shall comply with the Company’s governing documents and applicable federal securities laws and proxy rules.
Annual Evaluation and Charter Review:
The Committee shall review, discuss and assess its own performance at least annually. The Committee shall also review and assess the adequacy of this charter at least annually, and shall recommend any proposed changes to the Board for its consideration and approval.
Agassi Sports Entertainment Corp. Nominating and Corporate Governance Committee Charter Page 3 of 3 |
Exhibit
AGASSI SPORTS ENTERTAINMENT CORP.
POLICY FOR THE RECOVERY OF
ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION
Adopted by the Board of Directors on October 22, 2026
The Board of Directors (the “Board”) of Agassi Sports Entertainment Corp. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below).
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”).
1. Administration
Except as specifically set forth herein, this Policy shall be administered by the Compensation Committee of the Board (if composed entirely of independent directors) or if so designated by the Board, a separate committee of the Board, consisting solely of independent directors, or in the absence of such a committee, a majority of the independent directors serving on the board (as applicable, the “Administrator”). The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by the Policy. In the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board, such as the Audit Committee or the Compensation Committee, as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority.
Subject to any limitation under applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
2. Definitions
As used in this Policy, the following definitions shall apply:
| ● | “Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). | |
| ● | “Administrator” has the meaning set forth in Section 1 hereof. |
| ● | “Applicable Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year). The “date on which the Company is required to prepare an Accounting Restatement” is the earlier to occur of (a) the date the Board (or the Compensation Committee, if authorized by the Board) concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement, in each case regardless of if or when the restated financial statements are filed. | |
| ● | “Covered Executives” means the Company’s current and former Executive Officers, as determined by the Administrator. For the avoidance of doubt, a Covered Executive may include a former Executive Officer that left the Company, retired, or transitioned to an employee role (including after serving as an Executive Officer in an interim capacity) during the Applicable Period. | |
| ● | “Erroneously Awarded Compensation” has the meaning set forth in Section 5 of this Policy. | |
| ● | “Executive Officer” means an executive officer as defined in Rule 10D-1(d) and the Listing Standards including, but not limited to, the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company; and executive officers identified pursuant to Regulation S-K Item 401(b). For the purposes of such definition, Executive Officers of the Company’s parent(s) or subsidiaries are deemed Executive Officers of the Company if they perform such policy making functions for the Company. | |
| ● | A “Financial Reporting Measure” is any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Financial Reporting Measures include but are not limited to the following (and any measures derived from the following): Company stock price; total stockholder return (“TSR”); revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); earnings before interest, taxes, depreciation and amortization (“EBITDA”); funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an Accounting Restatement; and tax basis income. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission. |
| Policy for the Recovery of Erroneously Awarded | Agassi Sports Entertainment Corp. | |
| Incentive-Based Compensation | Page 2 of 7 |
| ● | “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is “received” for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period. |
3. Covered Executives; Incentive-Based Compensation
This Policy applies to Incentive-Based Compensation received by a Covered Executive (a) after beginning services as a Covered Executive; (b) if that person served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation (whether or not such Covered Executive is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company); and (c) while the Company had a listed class of securities on a national securities exchange.
4. Required Recoupment of Erroneously Awarded Compensation in the Event of an Accounting Restatement
In the event the Company is required to prepare an Accounting Restatement, the Company shall promptly recoup the amount of any Erroneously Awarded Compensation received by any Covered Executive, as calculated pursuant to Section 5 hereof, during the Applicable Period.
5. Erroneously Awarded Compensation: Amount Subject to Recovery
The amount of “Erroneously Awarded Compensation” subject to recovery under the Policy, as determined by the Administrator, is the amount of Incentive-Based Compensation (calculated on a pre-tax basis and without regard to any taxes paid) received by the Covered Executive that exceeds the amount of Incentive-Based Compensation that would have been received by the Covered Executive had it been determined based on the restated amounts. For the avoidance of doubt Erroneously Awarded Compensation does not include any Incentive-Based Compensation received by a person (i) before such person began service in a position or capacity meeting the definition of an Executive Officer, (ii) who did not serve as an Executive Officer at any time during the performance period for that Incentive-Based Compensation, or (iii) during any period the Company did not have a class of its securities listed on a national securities exchange or a national securities association.
Erroneously Awarded Compensation shall be computed by the Administrator without regard to any taxes paid by the Covered Executive in respect of the Erroneously Awarded Compensation.
By way of example, with respect to any compensation plans or programs that take into account Incentive-Based Compensation, the amount of Erroneously Awarded Compensation subject to recovery hereunder includes, but is not limited to, the amount contributed to any notional account based on Erroneously Awarded Compensation and any earnings accrued to date on that notional amount.
For Incentive-Based Compensation based on stock price or TSR: (a) the Administrator shall determine the amount of Erroneously Awarded Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received; and (b) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to The Nasdaq Stock Market (“Nasdaq”).
| Policy for the Recovery of Erroneously Awarded | Agassi Sports Entertainment Corp. | |
| Incentive-Based Compensation | Page 3 of 7 |
6. Method of Recoupment
The Administrator shall determine, in its sole discretion, the timing and method for promptly recouping Erroneously Awarded Compensation hereunder, which may include without limitation (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder and (e) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Administrator may affect recovery under this Policy from any amount otherwise payable to the Covered Executive, including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary, bonuses or commissions and compensation previously deferred by the Covered Executive.
The applicable Covered Executive shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding paragraph.
The Company is authorized and directed pursuant to this Policy to recoup Erroneously Awarded Compensation in compliance with this Policy unless the Administrator has determined that recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements:
| ● | The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Administrator must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover and provide that documentation to Nasdaq; or | |
| ● | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
To the extent that the Covered Executive has already reimbursed the Company for any Erroneously Awarded Compensation under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.
7. No Indemnification of Covered Executives; No Reimbursement; No Agreements Exempting or Waiving Recovery
Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Covered Executive that may be interpreted to the contrary, the Company shall not indemnify any Covered Executives against the loss of any Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executives to fund potential clawback obligations under this Policy.
| Policy for the Recovery of Erroneously Awarded | Agassi Sports Entertainment Corp. | |
| Incentive-Based Compensation | Page 4 of 7 |
Further, the Company shall not enter into any agreement that exempts any Incentive-Based Compensation that is granted, paid or awarded to a Covered Executive from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).
8. Administrator Indemnification
Any members of the Administrator, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
9. Effective Date; Retroactive Application
This Policy shall be effective as of October 22, 2026 (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted or paid to Covered Executives prior to the Effective Date. Without limiting the generality of Section 6 hereof, and subject to applicable law, the Administrator may affect recovery under this Policy from any amount of compensation approved, awarded, granted, payable or paid to the Covered Executive prior to, on or after the Effective Date.
This Policy will survive and continue notwithstanding any termination of a Covered Executive’s employment with the Company and its affiliates.
10. Amendment; Termination
The Board may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in its discretion, and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. Notwithstanding anything in this Section 10 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Nasdaq rule.
11. Severability
If any provision of this Policy is or becomes or is deemed to be invalid or unenforceable in any jurisdiction or as to any Covered Executive, such provision shall be construed or deemed amended to the conform with applicable law.
This Policy shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to any conflicts of law principles thereof that would require the application of the laws of another jurisdiction.
| Policy for the Recovery of Erroneously Awarded | Agassi Sports Entertainment Corp. | |
| Incentive-Based Compensation | Page 5 of 7 |
12. Other Recoupment Rights; Company Claims
The Board intends that this Policy shall be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against a Covered Executive arising out of or resulting from any actions or omissions by the Covered Executive.
Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with a Covered Executive shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Covered Executive to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.
13. Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
14. Acknowledgement by Covered Executives; Condition to Eligibility for Incentive-Based Compensation
The Company will provide notice and seek acknowledgement of this Policy from each Covered Executive (in the form attached hereto), provided that the failure to provide such notice or obtain such acknowledgement will have no impact on the applicability or enforceability of this Policy.
After the Effective Date, the Company must be in receipt of a Covered Executive’s acknowledgement as a condition to such Covered Executive’s eligibility to receive Incentive-Based Compensation.
All Incentive-Based Compensation subject to this Policy will not be earned, even if already paid, until the Policy ceases to apply to such Incentive-Based Compensation and any other vesting conditions applicable to such Incentive-Based Compensation are satisfied.
15. Exhibit Filing Requirement
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.
16. Required Public Disclosures
The Company shall disclose the adoption and terms of this Policy in accordance with Item 402(w) of Regulation S-K in its Annual Report on Form 10-K and/or proxy statements.
Additionally, when an Accounting Restatement occurs, which resulted in Erroneously Awarded Compensation being awarded to Covered Executives, the Company shall, consistent with, and to the extent required by, Item 402(w) to Regulation S-K disclose in its next Annual Report on Form 10-K and/or proxy statement, actions taken to recover such Erroneously Awarded Compensation.
Similarly, if an Accounting Restatement occurs, and the Company concludes that recovery of Erroneously Awarded Compensation is not required pursuant to the terms of this Policy, the Company shall briefly explain why application of the Policy resulted in this conclusion in accordance with, and to the extent required by, Item 402(w) of Regulation S-K.
17. Prompt Notice
The Company’s Chief Financial Officer (or the person performing a similar role if the Company does not then have a Chief Financial Officer), shall promptly notify the Administrator in writing upon becoming aware of any required Accounting Restatement.
| Policy for the Recovery of Erroneously Awarded | Agassi Sports Entertainment Corp. | |
| Incentive-Based Compensation | Page 6 of 7 |
[TO BE SIGNED BY THE COMPANY’S EXECUTIVE OFFICERS:]
Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation Acknowledgment
I, the undersigned, agree and acknowledge that I am fully bound by, and subject to, all of the terms and conditions of Agassi Sports Entertainment Corp.’s Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation (as may be amended, restated, supplemented or otherwise modified from time to time, the “Policy”). In the event of any inconsistency between the Policy and the terms of any employment agreement to which I am a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern. In the event it is determined by the Administrator that any amounts granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Any capitalized terms used in this Acknowledgment without definition shall have the meaning set forth in the Policy.
| By: | ||
| [Name] | ||
| [Title] | ||
| Date | ___________________________________________ |
| Policy for the Recovery of Erroneously Awarded | Agassi Sports Entertainment Corp. | |
| Incentive-Based Compensation | Page 7 of 7 |