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
NEWGIOCO GROUP, INC. and BEARD WINTER LLP., as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2020 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 28th, 2020 • Newgioco Group, Inc. • Services-prepackaged software • New York
WARRANT AGENCY AGREEMENT, dated as of [˜], 2020 (“Agreement”), between Newgioco Group Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Beard Winter LLP., a corporation organized under the laws of [˜ ] (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.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 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.
