UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
The undersigned, Esports Entertainment Group, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Esports Entertainment Group, Inc. the “Company”), hereby confirms its agreement (this “Agreement”) with Maxim Group Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO ________, 2021[DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT]. VOID AFTER 5:00 P.M., EASTERN TIME, ____________, 2025[DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF...Esports Entertainment Group, Inc. • February 13th, 2020 • Services-amusement & recreation services
THIS WARRANT TO PURCHASE COMMON STOCK (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 ______ __, 2021 (the one-year anniversary of the Effective Date, the “Initial Exercise Date”), and in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to or at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), subject to adjustment hereunder. 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).
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 13th, 2020 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2020 (the “Issuance Date”) between Esports Entertainment Group, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
