Newgioco Group, Inc. Sample Contracts

RECITALS
Securities Purchase Agreement • March 2nd, 2016 • Empire Global Corp. • Real estate • New York
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SECURITY AGREEMENT ------------------ dated June 30, 2005 between
Security Agreement • July 7th, 2005 • Vianet Technology Group LTD • Wholesale-furniture & home furnishings • Delaware
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Share Purchase Agreement • September 25th, 2014 • Empire Global Corp. • Real estate
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Settlement Agreement • May 17th, 2017 • Newgioco Group, Inc. • Real estate
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT NEWGIOCO GROUP, INC.
Newgioco Group, Inc. • August 17th, 2020 • Services-prepackaged software • New York

THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MAXIM PARTNERS LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 12, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Newgioco Group, Inc., a Delaware corporation (the “Company”), up to TWO HUNDRED AND EIGHT THOUSAND THREE HUNDRED AND THIRTY THREE (208,333) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Underwriting Agreement, by and between the Company and Maxim Group, LLC, dated as of August 12, 2020.

RECITALS
Share Exchange Agreement • May 20th, 2014 • Empire Global Corp. • Real estate • Delaware
EXHIBIT 10.2 STOCK PLEDGE AGREEMENT dated June 30, 2005
Stock Pledge Agreement • July 7th, 2005 • Vianet Technology Group LTD • Wholesale-furniture & home furnishings • Delaware
COMMON STOCK PURCHASE WARRANT NEWGIOCO GROUP, INC.
Common Stock Purchase Warrant • July 28th, 2020 • Newgioco Group, Inc. • Services-prepackaged software • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____][1](the “Termination Date”) but not thereafter, to subscribe for and purchase from Newgioco Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right t

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Investment Agreement • July 24th, 2015 • Empire Global Corp. • Real estate • California
AGREEMENT OF SALE
Agreement of Sale • July 7th, 2005 • Vianet Technology Group LTD • Wholesale-furniture & home furnishings • New York
WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • August 17th, 2020 • Newgioco Group, Inc. • Services-prepackaged software • New York

WARRANT AGENCY AGREEMENT, dated as of August 17, 2020 (“Agreement”), between Newgioco Group Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Signature Stock Transfer, Inc., a corporation organized under the laws of the State of Texas (the “Warrant Agent”).

REPRESENTATIVE COMMON STOCK PURCHASE WARRANT NEWGIOCO GROUP, INC.
Newgioco Group, Inc. • July 28th, 2020 • Services-prepackaged software • New York

THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____][3] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Newgioco Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Underwriting Agreement, by and between the Company and Maxim Group, LLC, dated as of [ ], 2020.

OPEN MARKET SALE AGREEMENTSM
Elys Game Technology, Corp. • November 19th, 2021 • Services-prepackaged software • New York
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Strategic Alliance Agreement • September 2nd, 2014 • Empire Global Corp. • Real estate • New York
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Share Purchase Agreement • September 5th, 2014 • Empire Global Corp. • Real estate
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Registration Rights Agreement • July 24th, 2015 • Empire Global Corp. • Real estate • California
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF INVESTORS
Share Purchase Agreement • August 19th, 2014 • Empire Global Corp. • Real estate
NEWGIOCO GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 12th, 2020 • Newgioco Group, Inc. • Services-prepackaged software • New York

The undersigned, Newgioco Group, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Newgioco Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

ELYS GAME TECHNOLOGY, CORP. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt Securities
Elys Game Technology, Corp. • June 4th, 2021 • Services-prepackaged software • New York

Indenture, dated as of __________________, 20__, among Elys Game Technology, Corp., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

NEWGIOCO GROUP, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 17th, 2020 • Newgioco Group, Inc. • Services-prepackaged software • New York

The undersigned, Newgioco Group, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Newgioco Group, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

RECITALS
Share Exchange Agreement • August 25th, 2016 • Newgioco Group, Inc. • Real estate • Delaware
COMMON STOCK PURCHASE WARRANT NEWGIOCO GROUP, INC.
Common Stock Purchase Warrant • August 17th, 2020 • Newgioco Group, Inc. • Services-prepackaged software • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 18, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Newgioco Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s r

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger • November 10th, 2005 • Empire Global Corp. • Wholesale-furniture & home furnishings • Delaware
RECITALS
Share Exchange Agreement • July 1st, 2016 • Empire Global Corp. • Real estate • Delaware
AGREEMENT OF PURCHASE AND SALE dated January 4, 2010
Agreement of Purchase and Sale • January 11th, 2010 • Empire Global Corp. • Real estate • Ontario
SECURITY AGREEMENT ------------------
Security Agreement • July 7th, 2005 • Vianet Technology Group LTD • Wholesale-furniture & home furnishings • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2020 • Newgioco Group, Inc. • Services-prepackaged software • Delaware

This Employment Agreement (this “Agreement”), dated and entered into as of September 21, 2020, is between Matteo Monteverdi (“Executive”) and Newgioco Group, Inc., a Delaware corporation (the “Company”).

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