ESPORTS ENTERTAINMENT GROUP, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of September 19, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 19th, 2022 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
WARRANT AGENCY AGREEMENT, dated as of September 19, 2022 (“Agreement”), between Esports Entertainment Group, Inc., a Nevada corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
30,000,000 Shares of Common Stock and Warrants to Purchase 30,000,000 Shares of Common Stock ESPORTS ENTERTAINMENT GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2022 • 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 contained herein, (this “Agreement”), to sell to you, Maxim Group LLC (“Maxim”) and Joseph Gunnar & Co., LLC (“Gunnar,” together with Maxim, each, an “Underwriter” and, collectively, the “Underwriters”), an aggregate of 30,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and 30,000,000 warrants to purchase 30,000,000 shares of Common Stock at an exercise price of $0.25 per share (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 4,500,000 shares of Common Stock (the “Option Shares”) and/or up to an additional 4,500,000 warrants to purchase an additional 4,500,000 shares of Common Stock the “Option Warrants” and together with the Option Shares, the “Option Securities”) from
