SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2021, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 28, 2021, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
SUBSIDIARY GUARANTEE, dated as of May ___, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
ContractSecurities Purchase Agreement • June 1st, 2021 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES
SERIES [A/B] COMMON STOCK PURCHASE WARRANT esports entertainment group, inc.Esports Entertainment Group, Inc. • June 1st, 2021 • Services-amusement & recreation services
THIS SERIES [A/B] 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 11:59 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 Two Million (2,000,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock[; provided, however, that a number of Warrant Shares underlying this Warrant shall vest from time to time, on the applicable redemption date, equal to the number of shares of Common Stock issuable upon conversion of the applicable redemption amount at the Conversion Price (as defined in the Note), as adjusted pursuant to the terms of the Note, in c
