Exhibit 4.4
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.
CALLABLE
COMMON STOCK PURCHASE WARRANT
For the
purchase of the number of shares of
common
stock determined by the formula
set
forth in the paragraph immediately below, $0.001 par value
of
SUPER LEAGUE GAMING, INC.
A
Delaware Corporation
For value received,
__________________________________________ (the “Holder”),
or its assigns, is entitled to, on or before the date specified
below on which this Callable 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 an exercise price (“Exercise
Price”) equal to the lesser of (a)
$3.60
per share, or (b) a fifteen percent (15.0%) discount to the price
per share of the Company’s initial public offering
(“IPO”).
For the avoidance of doubt, the actual number of shares of common
stock shall be set upon the final determination of the IPO price
per share.
1.
Exercise of Warrant. This
Warrant is being issued as of the date of investment in the
Company’s 9% Secured Convertible Promissory Notes (the
“Issue
Date”). The Warrant may be exercised in whole or in
part, from time to time, commencing on the close of the IPO. The
Warrant shall expire on the fifth (5th) anniversary of the Issue
Date, 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.
Call Feature. The Callable
Warrant may be called at the written election of the Company at any
time following the close of the IPO. Holders shall have 30 calendar
days to exercise the Callable Warrant.
3.
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.
4.
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.
5.
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.
6.
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.
7.
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.
8.
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.
9.
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.
10.
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.
11.
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
______________________________.
|
SUPER LEAGUE
GAMING, INC.
By: Ann
Hand
Chief Executive
Officer & President
|
NOTICE
OF EXERCISE
TO:
SUPER LEAGUE GAMING, INC.
|
DATE:
________________
|
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 an exercise price equal to the lesser of
(a) $3.60 per share, or (b) a fifteen percent (15.0%) discount to
the price per share of the Company’s initial public offering
of common stock. 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 in the name
of _____________________ at the
address stated above.