Exhibit
4.2
REGISTRATION
RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is
dated _______________, 2015 by and between Super League Gaming,
Inc., a Delaware corporation (the “Company”), and each
of the signatories hereto (collectively, the
“Investor”).
RECITALS
WHEREAS, the
Company is offering (the “Offering”) for sale up to One
Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Six
(1,666,666) shares of common stock, $0.001 par value, at a price of
$3.00 per share (the “Shares”), for total offering
amount of up to Five Million Dollars ($5,000,000 USD)(the
“Offering”); and
WHEREAS, to induce the Investor to invest in
the Offering, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and
applicable state securities laws.
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as
follows:
AGREEMENT
1. DEFINITIONS.
As used
in this Agreement, the following terms shall have the following
meanings:
a. “Person”
means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental
agency.
b. “Register,”
“registered,” and “registration” refer to a
registration effected by preparing and filing one or more
Registration Statements (as defined below) in compliance with the
Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a
continuous or delayed basis (“Rule 415”), and the
declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange
Commission (the “SEC”).
c. “Registrable
Securities” means the Shares issued to Investor pursuant to
the Offering.
d. “Registration
Statement” means a registration statement filed with the SEC,
pursuant to the Securities Act, that covers the Registrable
Securities.
2. REGISTRATION.
a. Piggyback
Registration Rights. Investor shall be afforded unlimited piggyback
registration rights with respect to the Securities. The Company
shall notify the Investor in writing no less than fifteen (15)
calendar days prior to the filing of any Registration Statement on
Form S-1 or S-3 of its intention to file such registration
statement with the Securities and Exchange Commission. The Investor
shall have a period of ten (10) calendar days to notify the Company
of its intention to have its Registrable Securities included in
such Registration Statement.
b. Sufficient
Number of Shares Registered. The number of shares of common stock
available under the Registration Statement filed pursuant to
Section 2(a) shall be sufficient to cover all of the Registrable
Securities that the Investor has been issued pursuant to the
Offering.
3. RELATED
OBLIGATIONS.
a. The
Company shall keep the Registration Statement effective pursuant to
Rule 415 at all times until the date on which the Investor shall
have sold all the Registrable Securities covered by such
Registration Statement (the “Registration Period”),
which Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to a
material fact required to be stated therein, or necessary to make
the statements therein, in light of the circumstances in which they
were made, not misleading.
b. The
Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a
Registration Statement and the prospectus used in connection with
such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep such Registration Statement effective at all
times during the Registration Period, and, during such period,
comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of
such Registrable Securities shall have been disposed of in
accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such Registration Statement. In
the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the
Company’s filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), the Company shall have
incorporated such report by reference into the Registration
Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the Exchange Act
report is filed which created the requirement for the Company to
amend or supplement the Registration Statement.
c. The
Company shall furnish to the Investor without charge, (i) at least
one (1) copy of such Registration Statement as declared effective
by the SEC and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by
reference, all exhibits and each preliminary prospectus, (ii) one
(1) copy of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other
number of copies as such Investor may reasonably request) and (iii)
such other documents as such Investor may reasonably request from
time to time in order to facilitate the disposition of the
Registrable Securities owned by such Investor.
d. The
Company shall use its best efforts to (i) register and qualify the
Registrable Securities covered by a Registration Statement under
such other securities or “blue sky” laws of such
jurisdictions in the United States as the Investor reasonably
requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period,
(iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition
thereto to (w) make any change to its certificate of incorporation
or by-laws, (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section
3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify the
Investor of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of
any of the Registrable Securities for sale under the securities or
“blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threat
of any proceeding for such purpose.
e. As
promptly as practicable after becoming aware of such event or
development, the Company shall notify the Investor in writing of
the happening of any event as a result of which the prospectus
included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a
material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which
they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and
promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver
one (1) copy of such supplement or amendment to each Investor. The
Company shall also promptly notify the Investor in writing (i) when
a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any
post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by facsimile on
the same day of such effectiveness), (ii) of any request by the SEC
for amendments or supplements to a Registration Statement or
related prospectus or related information, and (iii) of the
Company’s reasonable determination that a post-effective
amendment to a Registration Statement would be
appropriate.
f. The
Company shall use its best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction within the
United States of America and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the
earliest possible moment and to notify the Investor of the issuance
of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such
purpose.
g. At
the reasonable request of the Investor, the Company shall furnish
to the Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such
dates as the Investor may reasonably request (i) a letter, dated
such date, from the Company’s independent certified public
accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an
underwritten public offering, if any, and (ii) an opinion, dated as
of such date, of counsel representing the Company for purposes of
such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering (if
applicable), addressed to the Investor.
h. The
Company shall hold in confidence and not make any disclosure of
information concerning the Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with
federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or
omission in any Registration Statement, (iii) the release of such
information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally
available to the public other than by disclosure in violation of
this Agreement or any other agreement. The Company agrees that it
shall, upon learning that disclosure of such information concerning
the Investor is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written
notice to the Investor and allow the Investor, at the
Investor’s expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, such
information.
i. The
Company shall use its best efforts either to cause all the
Registrable Securities covered by a Registration Statement (i) to
be listed on each securities exchange on which securities of the
same class or series issued by the Company are then listed, if any,
if the listing of such Registrable Securities is then permitted
under the rules of such exchange or to secure the inclusion for
quotation on a national securities exchange for such Registrable
Securities. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section
3(i).
j. The
Company shall cooperate with the Investor to the extent applicable,
to facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and
enable such certificates to be in such denominations or amounts, as
the case may be, as the Investor may reasonably request and
registered in such names as the Investor may request; provided,
however, delivery of such certificates shall not be made until such
Registration Statement is declared effective by the SEC and all
applicable state securities regulatory agencies.
k. The
Company shall use its best efforts to cause the Registrable
Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to consummate the disposition of
such Registrable Securities.
l. The
Company shall otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC in connection with any
registration hereunder.
m. Within
two (2) business days after a Registration Statement which covers
Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to
deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration
Statement has been declared effective by the SEC in the form
attached hereto as Exhibit 1.
n. The
Company shall take all other reasonable actions necessary to
expedite and facilitate disposition by the Investors of Registrable
Securities pursuant to a Registration Statement.
4. OBLIGATIONS
OF THE INVESTOR.
The
Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f)
or the first sentence of 3(e), the Investor will immediately
discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities
until the Investor’s receipt of a copy of the supplemented or
amended prospectus contemplated by Section 3(e) or receipt of
notice that no supplement or amendment is required. Notwithstanding
anything to the contrary, the Company shall cause its transfer
agent to deliver unlegended certificates for shares of Common Stock
to a transferee of the Investor in accordance with the terms of the
Offering in connection with any sale of Registrable Securities with
respect to which the Investor has entered into a contract for sale
prior to the Investor’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(f)
or the first sentence of 3(e) and for which the Investor has not
yet settled. All selling expenses relating to the Registrable
Securities shall be borne exclusively by the Investor.
5. EXPENSES
OF REGISTRATION.
All
expenses incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees,
printers, legal and accounting fees shall be paid by the
Company.
6. INDEMNIFICATION.
With
respect to Registrable Securities which are included in a
Registration Statement under this Agreement:
a. To
the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, agents, representatives
of, and each Person, if any, who controls the Investor within the
meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys’ fees, amounts paid in settlement or
expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether
pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky
Filings”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading; (ii) any untrue
statement or alleged untrue statement of a material fact contained
in any final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not
misleading; or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any
rule or regulation there under relating to the offer or sale of the
Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall
reimburse the Investor and each such controlling person promptly as
such expenses are incurred and are due and payable, for any legal
fees or disbursements or other reasonable expenses incurred by them
in connection with investigating or defending any such Claims.
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (x) shall
not apply to a Claim by an Indemnified Person arising out of or
based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by
such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (y) shall not be available to the
extent such Claim is based on a failure of the Investor to deliver
or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the
Company pursuant to Section 3(e); and (z) shall not apply to
amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall
remain in full force and effect regardless of any
investigation
made by
or on behalf of the Indemnified Person. In connection with a
Registration Statement, the Investor agrees to indemnify, hold
harmless and defend, to the same extent and in the same manner as
is set forth in this Section 6(a), the Company, each of its
directors, each of its officers who signs the Registration
Statement and each Person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act (each an
“Indemnified Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or is based upon any
Violation, in each case to the extent, and only to the extent, that
such Violation occurs in reliance upon and in conformity with
written information furnished to the Company by the Investor
expressly for use in connection with such Registration Statement;
and, subject to Section 6(d), the Investor will reimburse any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such Claim; provided, however, that
the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall
not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the
Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a
result of the sale of Registrable Securities pursuant to such
Registration Statement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of
such Indemnified Party. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this
Section 6 with respect to any prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or
omission of material fact contained in the prospectus was corrected
and such new prospectus was delivered to the Investor prior to the
Investor’s use of the prospectus to which the Claim
relates.
b. Promptly
after receipt by an Indemnified Person or Indemnified Party under
this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with
any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified
Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses of not more than one counsel for
such Indemnified Person or Indemnified Party to be paid by the
indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the
indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the Indemnified Party or
Indemnified Person that relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or
litigation. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such
action.
c. The
indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or
Indemnified Damages are incurred.
d. The
indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and
(ii) any liabilities the indemnifying party may be subject to
pursuant to the law.
7. CONTRIBUTION.
To the
extent any indemnification by an indemnifying party is prohibited
or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would
otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that: (i) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any seller of Registrable Securities who was
not guilty of fraudulent misrepresentation; and (ii) contribution
by any seller of Registrable Securities shall be limited in amount
to the net amount of proceeds received by such seller from the sale
of such Registrable Securities.
8. REPORTS
UNDER THE EXCHANGE ACT.
With a
view to making available to the Investor the benefits of Rule 144
promulgated under the Securities Act or any similar rule or
regulation of the SEC that may at any time permit the Investors to
sell securities of the Company to the public without registration
(“Rule 144”) the Company agrees, upon becoming a
publicly reporting company under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), to:
a. make
and keep public information available (from the date the Company
becomes subject to the periodic reporting requirements of the
Exchange Act), as those terms are understood and defined in Rule
144;
b. file
with the SEC in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements (it
being understood that nothing herein shall limit the
Company’s obligations under Section 6 hereof) and the filing
of such reports and other documents is required for the applicable
provisions of Rule 144; and
c. furnish
to the Investor, so long as the Investor owns Registrable
Securities, promptly upon request, (i) a written statement by the
Company that it has complied with the reporting requirements of
Rule 144, the Securities Act and the Exchange Act, (ii) a copy of
the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the
Investor to sell such securities pursuant to Rule 144 without
registration.
9. AMENDMENT
OF REGISTRATION RIGHTS.
Provisions
of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of
the Company and the Investor. Any amendment or waiver effected in
accordance with this Section 9 shall be binding upon the Investor
and the Company. No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration
also is offered to all of the parties to this
Agreement.
10. MISCELLANEOUS.
a. A
Person is deemed to be a holder of Registrable Securities whenever
such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered
owner of such Registrable Securities.
b. Any
notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or
(iii) one business day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses and facsimile numbers for
such communications shall be:
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If to
the Company, to:
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Super
League Gaming, Inc.
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2912
Colorado Ave., Suite 200
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Santa
Monica, CA 90404
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Attn:
General Counsel
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If to
the Investor, to:
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___________________________________
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___________________________________
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___________________________________
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___________________________________
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___________________________________
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___________________________________
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Any
party may change its address by providing written notice to the
other parties hereto at least five (5) days prior to the effective
date of such change. Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the
sender’s facsimile machine containing the time, date,
recipient facsimile number and an image of the first page of such
transmission, or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.
c. Failure
of any party to exercise any right or remedy under this Agreement
or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
d. This
Agreement shall be governed by and construed under the law of the
State of California, disregarding any principles of conflicts of
law that would otherwise provide for the application of the
substantive law of another jurisdiction. The Company and the
Investor each: (a) agrees that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be
instituted exclusively in California, or in the United States
District Court, Los Angeles, California; (b) waives any
objection to the venue of any such suit, action or proceeding and
the right to assert that such forum is not a convenient forum; and
(c) irrevocably consents to the jurisdiction of the California
State Court, or the United States District Court, Los Angeles,
California in any such suit, action or proceeding. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
e. The
Agreement, the Subscription Agreement, and the Stockholders
Agreement constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and thereof. The
foregoing agreements supersede all prior agreements and
understandings among the parties hereto with respect to the subject
matter hereof and thereof.
f. This
Agreement shall inure to the benefit of and be binding upon the
permitted heirs, personal representatives, successors and assigns
of each of the parties hereto.
g. The
headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning
hereof.
h. This
Agreement may be executed in identical counterparts, each of which
shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of
the party so delivering this Agreement.
i. Each
party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
j. The
language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any
party.
k. This
Agreement is intended for the benefit of the parties hereto and
their respective permitted heirs, personal representatives,
successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by any other Person.
IN
WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written
above.
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SUPER
LEAGUE GAMING, INC.,
A
Delaware Corporation
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By:
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Name:
Ann Hand
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Title:
Chief Executive Officer
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INVESTOR
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By:
________________________
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Name:
______________________
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Title
(if applicable):
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EXHIBIT 1
FORM OF NOTICE OF EFFECTIVENESS
OF
REGISTRATION STATEMENT
[TRANSFER
AGENT]
Re:
SUPER LEAGUE
GAMING, INC.
Ladies
and Gentlemen:
We are
counsel to Super League Gaming, Inc., a Delaware corporation (the
“Company”), and have represented the Company in
connection with that certain private placement of shares of common
stock (the “Offering”), pursuant to which the Company
issued to (the “Investor”) shares of its common
stock, $0.001 par value (the “Common Stock”). Pursuant
to the Offering, the Company also has entered into a Registration
Rights Agreement with the Investors (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other
things, to register the Registrable Securities (as defined in the
Registration Rights Agreement) under the Securities Act of 1933, as
amended (the “Securities Act”). In connection with the
Company’s obligations under the Registration Rights
Agreement, on ____________ ____, the Company filed a Registration
Statement on Form ________ (File No. 333-_____________) (the
“Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the
Registrable Securities which names the Investor as a selling
stockholder thereunder.
In
connection with the foregoing, we advise you that a member of the
SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective
under the Securities Act at [ENTER
TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we
have no knowledge, after telephonic inquiry of a member of the
SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the Securities Act
pursuant to the Registration Statement.
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Very
truly yours,
SUPER
LEAGUE GAMING, INC.
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cc:
Investor