Attached files
EXHIBIT 10.21
Schedule "D"
Warrant Certificate
COMMON SHARE PURCHASE WARRANT CERTIFICATE
No. ____________
Certificate for ____________ Warrants
NOT EXERCISABLE AFTER 5:00 P.M.,
EASTERN STANDARD TIME, ON June ____, 2019
NEWGIOCO GROUP, INC.
COMMON SHARE PURCHASE WARRANT CERTIFICATE
THIS CERTIFICATE CERTIFIES THAT ___________________________ or its registered
assigns is the registered holder (the "Holder") of the number of Warrants set
forth above, each of which represents the right to purchase one (1) fully paid
and non-assessable common share (the "Common Share") of NEWGIOCO GROUP, INC., a
corporation organized under the laws of the State of Delaware (the "Company"),
at the Exercise Price (as hereinafter defined), by surrendering this Warrant
Certificate, with the form of Election to Purchase attached hereto duly executed
and by paying in full the Exercise Price (the Common Shares issuable upon
exercise of the Warrants being referred to herein as the "Warrant Shares") at
the principal office of the Company as set forth below. No Warrant may be
exercised after 5:00 P.M., Eastern Standard Time, on June ____, 2019 (the
"Expiration Date"). All Warrants evidenced hereby shall thereafter become void.
Prior to the Expiration Date, subject to any applicable laws, rules or
regulations restricting transferability and to any restriction on
transferability that may appear on this Warrant Certificate, the Holder shall be
entitled to transfer this Warrant Certificate, in whole or in part, upon
surrender of this Warrant Certificate at the principal office of the Company
with the form of assignment set forth hereon duly executed. Upon any such
transfer, a new Warrant Certificate or Warrant Certificates representing the
same aggregate number of Warrant Shares will be issued in accordance with
instructions in the form of assignment.
1. Exercise of the Warrants
At any time prior to the Expiration Date, the Holder shall be entitled to
exercise some or all of the Warrants represented by this Warrant Certificate and
purchase an equal number of Common Shares upon surrender of this Certificate at
the principal office of the Company, together with:
(i) the form of Election to Purchase annexed hereto duly executed; and
(ii) a certified cheque of bank draft, payable at par, in Canadian
currency, to or to the order of the Company, in the amount of the
Exercise Price per Warrant (as hereinafter determined) multiplied
by the number of Warrants being so converted.
The exercise price per Warrant to be exercised shall be one (US$1.00) United
States dollar (the "Exercise Price"). Upon the exercise of less than all of the
Warrants to purchase the Common Shares evidenced by this Warrant Certificate,
there shall be issued to the Holder a new Warrant Certificate in respect of the
Warrants not exercised.
2. Fractional Shares
The Company shall not be required to issue fractional shares upon the exercise
of some or all of the Warrants represented by this Warrant Certificate.
3. Limitation
This Warrant Certificate shall not entitle the Holder to any of the rights of a
shareholder of the Company, including, without limitation, the right to vote, to
receive dividends and other distributions, or to attend or receive any notice of
meetings of stockholders or any other proceedings of the Company.
4. Registration of Warrant Certificates
The Company shall number and register the Warrant Certificates in a warrant
register maintained by the Company as they are needed. The Company may deem and
treat the registered holder(s) of the Warrant Certificates as the absolute
owner(s) thereof for all purposes. Upon request by a Holder requesting such
information for the purpose of obtaining a consent, waiver or other action of
Holders, the Company will notify that Holder as to the identity and address of
record of the other Holders.
5. Transfer of Warrant Certificate and Warrant Shares
(1) The Company shall from time to time register the transfer of any
outstanding Warrant Certificates in the warrant register upon surrender
thereof accompanied by a written instrument or instruments of transfer
in form reasonably satisfactory to the Company duly executed by the
Holder or Holders thereof or by the duly appointed legal representative
thereof or by a duly authorized attorney. Upon any such registration of
transfer, the Company shall issue as promptly as practicable in any
event within three (3) Business Days (as hereinafter defined) after
receipt of such notice of transfer of a new Warrant Certificate to the
transferee(s). As used in the Warrant Certificate, the term "Business
Day" means any day which is not a Saturday, Sunday or statutory holiday
in the City of Toronto.
(2) Warrant Certificates may be exchanged at the option of the Holder(s)
thereof when surrendered to the Company at the address set forth herein
for another Warrant Certificate or Warrant Certificates of like tenor
and representing the right to purchase in the aggregate a like number
of Warrant Shares; provided that the Company shall not be required to
issue any Warrant Certificates representing any fractional Warrant
Shares.
(3) The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issuance and delivery of new Warrant
Certificates, including, without limitation, any transfer or stamp
taxes.
6. Lost, Stolen, Mutilated or Destroyed Warrant Certificates
If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the
Company shall issue, execute and deliver, in exchange and substitution for and
upon cancellation of such mutilated Warrant Certificate, or in lieu of or in
substitution for such lost, stolen or destroyed Warrant Certificate, a new
Warrant Certificate representing an equivalent number of Warrants or Warrant
Shares. If required by the Company, the Holder of the mutilated, lost, stolen or
destroyed Warrant Certificate must provide an affidavit of loss and an indemnity
reasonably sufficient to protect the Company from any loss which it may suffer
if the Warrant Certificate is replaced. Any new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by any person.
7. Cancellation of Warrant Certificates
Any Warrant Certificate surrendered upon the exercise of Warrants or for
exchange or transfer, or purchased or otherwise acquired by the Company, shall
be cancelled and shall not be reissued by the Company; and, except as provided
in Section 1 with respect to the exercise of less than all of the Warrants
evidenced by a Warrant Certificate or in Section 5 with respect to an exchange
or transfer, no Warrant Certificate shall be issued hereunder in lieu of such
cancelled Warrant Certificate. Any Warrant Certificate so cancelled shall be
destroyed by the Company.
8. Issuance of Common Shares
As promptly as practicable after the date on which part or all of the Warrants
represented by this Warrant Certificate are exercised (the "Date of Exercise")
of any Warrants and in any event within three (3) Business Days after receipt of
the Election to Purchase, the Company shall issue, or cause its transfer agent
to issue, a certificate or certificates for the number of non-fractional Warrant
Shares (the "Common Share Certificate"), registered in accordance with the
instructions set forth in the Election to Purchase. All Warrant Shares issued
upon the exercise of any Warrants shall be legally and validly authorized and
issued and outstanding, fully paid, non-assessable, free of pre-emptive rights
and free from all taxes, liens, charges and security interests in respect of the
issuance thereof. Each person in whose name any such Common Share Certificate is
issued shall be deemed for all purposes to have become the holder of record of
the Common Shares represented thereby on the Date of the Exercise of the
Warrants resulting in the issuance of such shares, irrespective of the date of
issuance or delivery of such Common Share Certificate.
The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issuance and delivery of new Common Share
Certificates, including, without limitation, any transfer or stamp taxes.
9. Reservation of Common Shares; Listing
The Company shall reserve and keep available, free from pre-emptive rights, for
issuance upon the exercise of Warrants, the maximum number of its authorized but
unissued Common Shares which may then be issuable upon the exercise in full of
all outstanding Warrants.
10. No Impairment
The Company shall not by any action, including, without limitation, amending its
articles of incorporation or through any reorganization, transfer of assets,
consolidation, amalgamation, combination, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid, or seek to avoid the
observation or performance of any of the terms of the Warrants, the Warrant
Certificates or this Certificate, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of the Holders against
impairment. Without limiting the generality of the foregoing, the Company shall
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under the Warrants. In case any securities
other than the Common Shares ("Other Securities") shall be issued or sold, or
shall become subject to issue upon the conversion or exchange of any stock (or
Other Securities) of the Company (or any other issuer of Other Securities) or to
subscription, purchase or other acquisition pursuant to any rights or options
granted by the Company (or such other issuer or Person), for a consideration per
share of Other Security such as to dilute the purchase rights evidenced by the
Warrants, the computations, adjustments and readjustments provided for in
Section 11 with respect to the Exercise Price and the number of Warrant Shares
shall be made as nearly as possible in the manner so provided and applied so as
to protect the Holders against the effect of such dilution.
11. Adjustment of Exercise Price
Subject to the provisions of this Section 11, the Exercise Price in effect from
time to time shall be subject to adjustment, as follows:
(1) In the event that the Company shall (i) declare a dividend or make a
distribution on the outstanding Common Shares in additional Common
Shares, (ii) subdivide or reclassify the outstanding Common Shares into
a greater number of shares, or (iii) consolidate, combine or reclassify
the outstanding Common Shares into a fewer number of shares, the
Exercise Price in effect immediately after the record date for such
dividend or distribution or the effective date of such subdivision,
consolidation, combination or reclassification, as the case may be,
shall be adjusted so that it shall equal the price determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, of which the numerator shall be the number of Common Shares
outstanding immediately before such dividend, distribution,
subdivision, consolidation, combination or reclassification, and of
which the denominator shall be the number of Common Shares outstanding
immediately after such dividend, distribution, subdivision,
consolidation, combination or reclassification. Any Common Shares
issuable in payment of a dividend shall be deemed to have been issued
immediately prior to the record date or other applicable date cited in
Sections 11(2) or 11(3) for the purpose of calculating the number of
outstanding Common Shares under Sections 11(2) or 11(3). Such
adjustment shall be made successively whenever any event specified
above shall occur.
(2) In the event that the Company shall fix a record date for the issuance
of rights, options, warrants or convertible or exchangeable securities
to all or substantially all holders of its Common Shares entitling them
(for a period which, by its express terms, expires within forty-five
(45) days after such record date) to subscribe for or purchase Common
Shares at a price per share less than the Fair Market Value of a Common
Share on such record date, the Exercise Price shall be adjusted
immediately thereafter so that it shall equal the price determined by
multiplying the Exercise Price in effect immediately prior thereto by a
fraction, of which the numerator shall be the number of Common Shares
outstanding on such record date plus the maximum number of Common
Shares which the aggregate offering price of the total number of Common
Shares so offered would purchase at the Fair Market Value per share,
and of which the denominator shall be the number of Common Shares
outstanding on such record date plus the number of additional Common
Shares offered for subscription or purchase. Such adjustment shall be
made successively whenever such a record date is fixed. To the extent
that any such rights, options, warrants or convertible or exchangeable
securities are not so issued or expire unexercised, the Exercise Price
then in effect shall be readjusted to the Exercise Price which would
then be in effect if such unissued or unexercised rights, options,
warrants or convertible or exchangeable securities had not been
issuable. As used in this Warrant Certificate, the term "Fair Market
Value" means the price at which a buyer and seller would transfer a
Common Share both being fully informed of all relevant information and
neither being under any compulsion to buy or sell, as the case may be
and, for the purposes of this Section 11(2), shall, at the request of a
Holder, be determined by the Company's Board of Directors in good faith
and on a reasonable basis.
(3) In the event that the Company shall fix a record date for the making of
a distribution to all or substantially all holders of Common Shares (i)
of shares of any class other than its Common Shares or (ii) of the
evidence of its indebtedness or (iii) of assets or (iv) of rights,
options, warrants or convertible or exchangeable securities, then in
each such case the Exercise Price in effect immediately thereafter
shall be determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, of which the numerator shall
be the total number of Common Shares outstanding on such record date
multiplied by the Fair Market Value per share on such record date, less
the aggregate fair market value as determined in good faith by the
Company's Board of Directors of said shares or evidences of
indebtedness or assets or rights, options, warrants or convertible or
exchangeable securities as distributed, and of which the denominator
shall be the total number of Common Shares outstanding on such record
date multiplied by such Fair Market Value per share. Such adjustment
shall be made successively whenever such a record date is fixed;
provided, however, that in no event shall the Exercise Price be less
than zero. In the event that such distribution is not so made, or that
such distribution, by its express terms, is intended to be made, and is
in fact made, to all holders of Warrant Shares upon exercise of their
respective Warrants, the Exercise Price then in effect shall be
readjusted to the Exercise Price which would then be in effect if such
record date had not been fixed.
12. No Adjustment to Exercise Price
No adjustment in the Exercise Price in accordance with the provisions of Section
11 need be made unless such adjustment would amount to a change of at least one
(1.0%) per cent in such Exercise Price, provided, however, that the amount by
which any adjustment is not made by reason of the provisions of this Section 12
shall be carried forward and taken into account at the time of any subsequent
adjustment in the Exercise Price.
13. Adjustment of Number of Shares
Upon each adjustment of the Exercise Price pursuant to Section 11, each Warrant
shall thereupon evidence the right to purchase that number of Warrant Shares
(calculated to the nearest hundredth of a share) obtained by multiplying the
number of Warrant Shares purchasable immediately prior to such adjustment upon
exercise of the Warrant by the Exercise Price in effect immediately prior to
such adjustment and dividing the product so obtained by the Exercise Price in
effect immediately after such adjustment.
14. Reorganizations
In the event of any capital reorganization, other than in the cases referred to
in Section 11(1), or the consolidation, amalgamation, merger or other
combination of the Company with or into another corporation (other than a
consolidation, amalgamation, merger or other combination in which the Company is
the continuing corporation and which does not result in any reclassification of
the outstanding Common Shares or the conversion of such outstanding Common
Shares into shares of other stock or other securities or property), or the sale,
transfer or conveyance of the property of the Company as an entirety or
substantially as an entirety (collectively such actions being hereinafter
referred to as "Reorganizations"), there shall thereafter be deliverable upon
exercise of any Warrant (in lieu of the number of Warrant Shares theretofore
deliverable) the number of shares of stock or other securities of property to
which a holder of the number of Warrant Shares which would otherwise have been
deliverable upon the exercise of such Warrant would have been entitled upon such
Reorganization if such Warrant had been exercised in full immediately prior to
such Reorganization. In the event of any Reorganization, appropriate adjustment,
as determined in good faith by the Company's Board of Directors, shall be made
in the application of the provisions herein set forth with respect to the rights
and interests of Holders so that the provisions set forth herein shall
thereafter be applicable, as nearly as possible, in relation to any shares or
other property thereafter deliverable upon exercise of Warrants. Any such
adjustment shall be made by and set forth in a supplemental agreement prepared
by the Company or any successor thereto, between the Company and any successor
thereto, and shall for all purposes hereof conclusively be deemed to be an
appropriate adjustment. The Company shall not effect any such Reorganization,
unless upon or prior to the consummation thereof the successor corporation, or
if the Company shall be the surviving corporation in any such Reorganization and
is not the issuer of the shares of stock or other securities or property to be
delivered to holders of Common Shares outstanding at the effective time thereof,
then such issuer, shall assume by written instrument the obligation to deliver
to the Holder of any Warrant Certificate such shares of stock, securities, cash
or other property as such holder shall be entitled to purchase in accordance
with the foregoing provisions.
15. Notice of Certain Actions
In the event the Company shall (a) declare any dividend payable in stock to the
holders of its Common Shares or make any other distribution in property other
than cash to the holders of its Common Shares, (b) offer to the holders of its
Common Shares rights to subscribe for or purchase any shares of any class of
stock or any other rights or options, or (c) effect any reclassification of its
Common Shares (other than a reclassification involving merely the subdivision or
combination of outstanding Common Shares) or any capital reorganization or any
consolidation, amalgamation, merger or other combination (other than a
consolidation, amalgamation, merger or other combination in which no
distribution of securities or other property is made to holders of Common
Shares) or any sale, transfer or other disposition of its property, assets and
business substantially as an entirety, or the liquidation, dissolution or
winding up of in the Company; then, in each such case, the Company shall cause
notice of such proposed action to be mailed to each Holder at least thirty (30)
days prior to such action. Such notice shall specify the date on which the books
of the Company shall close, or a record be taken, for determining holders of
Common Shares entitled to receive such stock dividend or other distribution or
such rights or options, or the date on which such reclassification,
reorganization, consolidation, amalgamation, combination, merger, sale,
transfer, other disposition, liquidation, dissolution, winding up or exchange
shall take place or commence, as the case may be, and the date as of which it is
expected that holders of record of Common Shares shall be entitled to receive
securities or other property deliverable upon such action, if any such date has
been fixed. Such notice shall be mailed in the case of any action covered by
paragraph (a) and (b) of this Section 15, at least ten (10) days prior to the
record date for determining holders of the Common Shares for purposes of
receiving such payment or offer, and in the case of any action covered by this
paragraph (c), at least ten (10) days prior to the record date to determine
holders of Common Shares entitled to receive such securities or other property.
16. Certificate of Adjustment
The Company shall perform any computations and determine any adjustments
required to be made under this Certificate (the "Adjustment") and shall cause an
independent nationally recognized firm of chartered accountants selected by the
Company to verify each Adjustment. As promptly as practicable after determining
any Adjustment, and upon receipt of the aforementioned verification, the Company
shall prepare a certificate executed by the President of the Company setting
forth such Adjustment and mail such certificate to each Holder (an "Adjustment
Notice"). The Adjustment Notice shall include in reasonable detail (a) the
events precipitating the Adjustment, (b) the computations relating to such
Adjustment, and (c) the Exercise Price and the number of shares or the
securities or other property purchasable upon exercise of each Warrant after
giving effect to such Adjustment. In the event that the Holders of Warrants
entitling such Holders to purchase a majority of the Warrant Shares subject to
purchase upon exercise of Warrants at the time outstanding (the "Required
Interest") shall disagree with any Adjustment, the Required Interest shall give
notice thereof (the "Dispute Notice") to the Company within fifteen (15) days
after the Adjustment Notice. Upon receipt of the Dispute Notice, the Company
shall promptly engage an independent nationally recognized firm of chartered
accountants acceptable to the Required Interest to make an independent
determination of such disputed Adjustment (the "Independent Adjustment"). The
Independent Adjustment shall be final and binding on the Company and all
Holders. If the disputed Adjustment and the Independent Adjustment differ by an
amount of three (3%) per cent or less of the value of the disputed Adjustment,
then the costs of conducting the independent determination shall be borne by the
Required Interest (pro rata, in accordance with the number of Warrants held by
each, with each subject Holder jointly and severally liable); if the disputed
Adjustment and the Independent Adjustment differ by more than three (3%) per
cent of the disputed Adjustment, then the costs of conducting the independent
determination shall be borne entirely by the Company; provided that in each case
costs separately incurred by the Company and any Holders shall be separately
borne by them.
17. Warrant Certificate Amendments
Irrespective of any adjustments pursuant to this Section 17, Warrant
Certificates theretofore or thereafter issued need not be amended or replaced,
but certificates thereafter issued shall bear an appropriate legend or other
notice of any adjustments; provided the Company may, at its option, issue new
Warrant Certificates evidencing Warrants in such form as may be approved by its
Board of Directors to reflect any adjustment in the Exercise Price and number of
Warrant shares purchasable under the Warrants.
18. Fractional Shares
The Company shall not be required upon the exercise of any Warrant to issue
fractional Warrant Shares which may result from adjustments in accordance with
this Section 18 to the Exercise Price or number of Warrant Shares purchasable
under each Warrant. If more than one Warrant is exercised at one time by the
same Holder, the number of Warrant Shares which shall be issuable upon the
exercise thereof shall be computed based on the aggregate number of Warrant
Shares purchasable upon exercise of such Warrants.
19. Payment of Taxes and Charges
The Company will pay all taxes (other than income taxes or other similar taxes
personal to the Holders, including without limitation, non resident withholding
taxes) and other government charges payable in connection with the issuance or
delivery or transfer of the Warrants and the initial issuance or delivery of
Warrant Shares upon the exercise of any Warrants and payment of the Exercise
Price.
20. Changes to Agreement
The Company, when authorized by its Board of Directors, with the written consent
of Holders of Warrants entitling such Holders to purchase a majority of the
Warrant Shares subject to purchase upon exercise of the Warrants outstanding at
such time, may amend or supplement this Certificate, except that no amendment
which (i) increases the Exercise Price or reduces the number of Warrant Shares
or otherwise economically impairs the value of the Warrants or (ii) amends the
provisions of Sections 11, 12, 13, 14, 15, 16, 17 and 18 shall be enforceable
against a Holder who has not consented in writing to such amendment.
21. Assignment
All the covenants and provisions of this Certificate by or for the benefit of
the Company or the Holders shall bind and inure to the benefit of their
respective successors and assigns.
22. Successor to Company
In the event that the Company consolidates, amalgamates, merges or otherwise
combines with or into any other corporation or sells, transfers or otherwise
conveys its property, assets and business substantially as an entirety to a
successor corporation or entity, the Company shall prior to such events becoming
effective, have such successor corporation or other entity assume by a written
instrument each and every undertaking covenant and condition of this Certificate
to be performed and observed by the Company, and such successor corporation or
other entity shall be deemed, upon the closing of such merger, amalgamation,
combination, consolidation, conveyance or sale, to have so assumed such
liabilities.
23. Notices
Any notice or demand required by this Certificate to be given or made by any
Holder to or on the Company shall be sufficiently given or made if such notice
is in writing and sent by first-class or registered mail, postage prepaid,
addressed as follows:
NEWGIOCO GROUP, INC.
130 Adelaide St. W.
Suite 701
Toronto, Ontario
M5H 2K4
Attention: Michele Ciavarella, C.E.O.
With a copy to:
Beard Winter LLP
130 Adelaide St. W.
Suite 701
Toronto, Ontario
M5H 2K4
Attention: Julian L. Doyle
Any notice or demand required by this Certificate to be given or made by the
Company to or on any Holder shall be sufficiently given or made if such notice
is in writing and sent by first-class or registered mail, postage prepaid,
addressed to such Holder and sent to the address set below such Holder's name on
the attached signature pages or, if a subsequent Holder, the address of such
Holder on the Company's warrant register.
Any notice or demand required by this Certificate to be given or made by the
Company to or on any Holder shall be sufficiently given or made, whether or not
such Holder receives the notice, five (5) days after mailing, if sent by
first-class or registered mail, postage prepaid, addressed to such Holder at its
last address as shown on the books of the Company. Otherwise, such notice or
demand shall be deemed given when received by the party entitled thereto.
24. Defects in Notice
Failure to file any certificate or notice or to mail any notice, or any defect
in any certificate or notice pursuant to this Certificate shall not affect in
any way the right of any Holder or the legality or validity of any adjustment
made pursuant to Section 11 hereof.
25. Governing Law
This Certificate and each Warrant Certificate issued hereunder shall be governed
by the laws of the State of Delaware applicable therein without regard to
principles of conflicts of laws thereof
26. Standing
Nothing in this Certificate expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company and the Holders any
right, remedy or claim under or by reason of this Certificate or of any
covenant, condition, stipulation, promise or agreement contained herein; and all
covenants, conditions, stipulations, promises and agreements contained in this
Certificate shall be for the sole and exclusive benefit of the Company and its
successors and the Holders.
27. Headings
The descriptive headings of the sections of this Certificate are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.
28. Counterparts
This Certificate may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
29. Availability of the Agreement
The Company shall keep copies of this Certificate available for inspection by
Holders during normal business hours. Copies of this Certificate may be obtained
upon written request addressed to the Company at the address set forth in
Section 23.
30. Entire Agreement
This Certificate, including Exhibits referred to herein and the other agreements
and writings specifically identified herein or contemplated hereby, is complete,
reflects the entire agreement of the parties with respect to its subject matter,
and supersedes all previous written or oral negotiations, commitments and
writings.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed.
DATED as of the _____ day of June, 2017.
NEWGIOCO GROUP, INC.
By:_________________________________
Name: Michele Ciavarella
Title: C.E.O.
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby irrevocably sells, assigns and
transfers unto the assignee named below all of the rights of the undersigned
represented by the within Warrant Certificate, with respect to the number of
Warrants to purchase Common Shares set for below:
Name of Assignee _____________________ No. of Warrants________________
Address: _____________________________
_____________________________
_____________________________
and does hereby irrevocably constitute and appoint ___________________________
true and lawful attorney, to make such transfer on the books of NEWGIOCO GROUP,
INC. maintained for that purpose, with full power of substitution in the
premises.
Date: __________________ _____________________________________
Signature
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
FORM OF ELECTION OF PURCHASE
The undersigned hereby irrevocably elects to exercise ____________________ of
the Warrants represented by the Warrant Certificate and to purchase the Common
Shares issuable upon the exercise of said Warrants, and requests that
certificates for such shares be issued and delivered as follows:
ISSUE TO: _________________________________________________________________
(NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
_____________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)
DELIVER TO: _________________________________________________________________
(NAME)
at___________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
In full payment of the purchase price with respect to the exercise of Warrants
to purchase Common Shares, the undersigned hereby tenders payment of
US$___________________ by certified cheque, cashier's cheque or money order
payable to the order of the Company.
If the number of Warrants to purchase the Common Shares hereby exercised is less
than all the Warrants represented by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the number of such full
Warrants not exercised be issued and delivered as follows:
ISSUE TO: _________________________________________________________________
(NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
_____________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)
DELIVER TO: _________________________________________________________________
(NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
Date: __________________ _____________________________________
Signature
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)
PLEASE INSERT S.I.N. OR TAX I.D. NUMBER OF HOLDER _________________________
