ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of (i) [ ] shares (each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) [ ] pre-funded warrants (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable to purchase one Share (the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share and (iii) warrants to purchase [ ] Shares (each a “Warrant” and collectively, the “Warrants”), to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Shares, Pre-Funded Warrants and Warrants are referred to herein as the “Firm Securities.” The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the War
COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Common Stock Purchase Warrant • April 24th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • 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 “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 Esports Entertainment Group, Inc., a Nevada 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Esports Entertainment Group, Inc.Esports Entertainment Group, Inc. • April 24th, 2023 • Services-amusement & recreation services • New York
THIS PRE-FUNDED 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) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada 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).
ESPORTS ENTERTAINMENT GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [____], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 24th, 2023 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
WARRANT AGENCY AGREEMENT, dated as of [____], 2023 (“Agreement”), between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
