Exhibit 4.3
THE
SECURITIES REPRESENTED BY THIS COMMON STOCK PURCHASE WARRANT HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM THE SECURITIES ACT. ANY
SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS AND THE LAWS OF OTHER APPLICABLE
JURISDICTIONS.
COMMON
STOCK PURCHASE WARRANT
For the
Purchase of 300,000 Shares of Common Stock, $0.001 par value
of
SUPER LEAGUE GAMING, INC.
A
Delaware Corporation
For
value received, ANN HAND
(the “Holder”), or its assigns, is entitled to, on or
before the date specified below on which this Common Stock Purchase
Warrant (the “Warrant”) expires, but not thereafter, to
subscribe for, purchase and receive the number of fully paid and
non-assessable shares of the common stock, $0.001 par value (the
“Common Stock”), of Super League Gaming, Inc., a
Delaware corporation (the “Company”) set forth above,
at a price of $3.60 per share (the “Exercise Price”),
upon presentation and surrender of this Warrant and upon payment by
wire transfer or bank check of the Exercise Price for such shares
of Common Stock to the Company at its principal office. The Warrant
will vest at the rate of 1/36th per month in arrears, subject to
acceleration of all unvested shares upon a change of control of the
Company consisting of a sale of all
or substantially all of the assets of the Company, or a merger,
sale of shares or other transaction whereby the voting shareholders
of the Company, collectively, prior to the close of such
transaction do not hold a majority voting interest in the Company
on a post-transaction basis.
1. Exercise of Warrant. This
Warrant may be exercised in whole or in part, from time to time and
expressly subject to satisfaction of vesting conditions, commencing
on the date hereof (the “Issue Date”) and expiring on
the tenth (10th) anniversary
date hereof, by presentation and surrender hereof to the Company,
with the Exercise Form annexed hereto duly executed and accompanied
by payment by wire transfer or bank check of the Exercise Price for
the number of shares specified in such form, together with all
federal and state taxes applicable upon such exercise, if any. If
this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the right of the Holder to
purchase the balance of the shares purchasable hereunder. Upon
receipt by the Company of this Warrant and
the Exercise Price at the office of the Company, in proper form for
exercise, the Holder shall be deemed to be the holder of record of
the shares of Common Stock issuable upon such exercise,
notwithstanding that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder. If
the subscription rights represented hereby shall not be exercised
at or before 5:00 P.M., Pacific Time, on the expiration date
specified above, this Warrant shall become void and without further
force or effect, and all rights represented hereby shall cease and
expire.
2. Rights of the Holder. Prior to
exercise of this Warrant, the Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either
at law or equity, and the rights of the Holder are limited to those
expressed in this Warrant and are not enforceable against the
Company except to the extent set forth herein.
3. Adjustment in Number of
Shares.
(A) Adjustment for
Reclassifications. In case at any time, or from time to
time, after the Issue Date the holders of the Common Stock of the
Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received,
or, on or after the record date fixed for the determination of
eligible stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other
securities or property (including cash) by way of stock-split,
spinoff, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or
any subsidiary’s capital stock), then and in each such case
the Holder(s) of this Warrant, upon the exercise hereof as provided
in Section 1, shall be entitled to receive the amount of stock and
other securities and property which such Holder(s) would hold on
the date of such exercise if on the Issue Date they had been the
holder of record of the number of shares of Common Stock of the
Company called for on the face of this Warrant and had thereafter,
during the period from the Issue Date, to and including the date of
such exercise, retained such shares and/or all other or additional
stock and other securities and property receivable by them as
aforesaid during such period, giving effect to all adjustments
called for during such period. In the event of a declaration of a
dividend payable in shares of any equity security of a subsidiary
of the Company, then the Company may cause to be issued a warrant
to purchase shares of the subsidiary (“Springing
Warrant”) in an amount equal to such number of shares of the
subsidiary’s securities to which the Holders would have been
entitled, but conditioned upon the exercise of this Warrant as a
prerequisite to receiving the shares issuable pursuant to the
Springing Warrant.
(B) Adjustment for Reorganization,
Consolidation, Merger. In case of any reorganization of the
Company (or any other corporation the stock or other securities of
which are at the time receivable on the exercise of this Warrant)
after the Issue Date, or in case, after such date, the Company (or
any such other corporation) shall consolidate with or merge into
another corporation or convey all or substantially all of its
assets to another corporation, then and in each such case the
Holder(s) of this Warrant, upon the exercise hereof as provided in
Section 1, at any time after the consummation of such
reorganization, consolidation, merger or conveyance, shall be
entitled to receive, in lieu of the stock or
other securities and property receivable upon the exercise of this
Warrant prior to such consummation, the stock or other securities
or property to which such Holder(s) would be entitled had the
Holders exercised this Warrant immediately prior thereto, all
subject to further adjustment as provided herein; in each such
case, the terms of this Warrant shall be applicable to the shares
of stock or other securities or property receivable upon the
exercise of this Warrant after such consummation.
4. Officer’s Certificate.
Whenever the number of shares of Common Stock issuable upon
exercise of this Warrant or the Exercise Price shall be adjusted as
required by the provisions hereof, the Company shall forthwith file
in the custody of its Secretary at its principal office, an
officer’s certificate showing the adjusted number of shares
of Common Stock or Exercise Price determined as herein provided and
setting forth in reasonable detail the facts requiring such
adjustment. Each such officer’s certificate shall be made
available at all reasonable times for inspection by the Holder(s)
and the Company shall, forthwith after each such adjustment,
deliver a copy of such certificate to the Holder(s). Such
certificate shall be conclusive as to the correctness of such
adjustment.
5. Restrictions on Transfer.
Certificates for the shares of Common Stock to be issued upon
exercise of this Warrant shall bear the following
legend:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SHARES UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM THE SECURITIES ACT. ANY
SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS AND THE LAWS OF OTHER APPLICABLE
JURISDICTIONS.
The
Holder, by acceptance hereof, agrees that, absent an effective
registration statement under the Securities Act of 1933, as amended
(the “Act”), covering the disposition of this Warrant
or the Common Stock issued or issuable upon exercise hereof, such
Holder(s) will not sell or transfer any or all of this Warrant or
such Common Stock without first providing the Company with an
opinion of counsel reasonably satisfactory to the Company to the
effect that such sale or transfer will be exempt from the
registration and prospectus delivery requirements of the Act. The
Holder agrees that the certificates evidencing the Warrant and
Common Stock which will be delivered to the Holder by the Company
shall bear substantially the following legend: The Holder of this
Warrant, at the time all or a portion of such Warrant is exercised,
agrees to make such written representations to the Company as
counsel for the Company may reasonably request, in order that the
Company may be reasonably satisfied that such exercise of
the Warrant and
consequent issuance of Common Shares will not violate the
registration and prospectus delivery requirements of the Act, or
other applicable state securities laws.
6. Loss or Mutilation. Upon
receipt by the Company of evidence satisfactory to it (in the
exercise of reasonable discretion) of the ownership of and the
loss, theft, destruction or mutilation of any Warrant and (in the
case of loss, theft or destruction) of indemnity satisfactory to it
(in the exercise of reasonable discretion), and (in the case of
mutilation) upon surrender and cancellation thereof, the Company
will execute and deliver in lieu thereof a new Warrant of like
tenor.
7. Reservation of Common Stock.
The Company shall at all times reserve and keep available for issue
upon the exercise of the Warrants such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the
exercise in full of all outstanding Warrants.
8. Notices. All notices and other
communications from the Company to the Holder of this Warrant shall
be mailed by first class registered or certified mail, postage
prepaid, to the address furnished to the Company in writing by the
Holder.
9. Change; Waiver. Neither this
Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver,
discharge or termination is sought.
10.
Law Governing. This Warrant
shall be construed and enforced in accordance with and governed by
the laws of Delaware.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer on June 16, 2017.
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SUPER LEAGUE GAMING,
INC.
By: David
Steigelfest
David Steigelfest
Co-Founder & CTO
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NOTICE
OF EXERCISE
TO:
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SUPER LEAGUE
GAMING, INC.
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DATE:
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The
undersigned hereby elects irrevocably to exercise the within
Warrant and to purchase ___________________ shares of the Common
Stock of the Company called for thereby, and hereby makes payment
by bank check or wire transfer in the amount of $______________ (at
the rate of $3.60 per share of the Common Stock) in payment of the
Exercise Price pursuant thereto. Please issue the shares of the
Common Stock as to which this Warrant is exercised to:
______________________________
______________________________
______________________________
and if
said number of Warrants shall not be all the Warrants evidenced by
the Common Stock Purchase Warrant surrendered in connection with
this exercise, then the Company shall issue a new Warrant
Certificate for the balance remaining of such Warrants to
_____________________ at the address stated
above.
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By:
__________________________________
Print Name:
____________________________
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