1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A (the “Report”) of Allied Gaming & Entertainment, Inc.; and

2.

Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.

 

/s/ Roy Anderson

Roy Anderson

Chief Financial Officer