NEWGIOCO GROUP, INC.


 


and


 


BEARD WINTER LLP., as


Warrant Agent


 


 



Warrant Agency Agreement


 


Dated as of [ ], 2020



     

     

    







WARRANT AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of [ ̃],
2020 (“Agreement”), between Newgioco Group Inc., a corporation organized under the laws of the State of Delaware
(the “Company”), and Beard Winter LLP., a corporation organized under the laws of [ ̃
] (the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of [ ̃]
Units (the “Offering”), with each Unit consisting of one share of common stock of the Company, par value $0.001
per share (the “Common Stock”) and one warrant (collectively, the “Warrants”) to purchase
one Common Share (the “Warrant Shares”) at a price of $ 0.___ per share (or 100 % of the price of each Unit
sold in the Offering); and


 


WHEREAS,
the Company granted an over-allotment option to purchase up to 15% of the aggregate number of Units sold, including warrants to
purchase an additional [ ̃]
shares of Common Stock (the “Over-Allotment Option”) to the Underwriters; and 


 


WHEREAS, upon the terms
and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on Form S-1, as amended
(File No. 333-233768) (the “Registration Statement”), and the terms and conditions of the Warrant Certificate,
the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants (the “Holders,”
which term shall include a Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants
are held in “street name,” a Participant (as defined below) or a designee appointed by such Participant); and


 


WHEREAS, the shares of
Common Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately,
but will be purchased together in the Offering; and


 


WHEREAS, the Company wishes
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s
transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions.
For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:


 


(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to
be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of
any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks
in The City of New York generally are open for use by customers on such day..


 


(c) “Close of
Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that
if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(d) “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.


 



     

     

    




(e) “Warrant Certificate”
means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as
is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery
of a Definitive Certificate or a Global Warrant (each as defined below).


 


All other capitalized terms
used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section 3. Global Warrants.


 


(a)        The
Warrants shall be registered securities and shall be evidenced by a global warrant (the “Global Warrants”),
in the form of the Warrant Certificate, which shall be deposited with the Warrant Agent and registered in the name of Cede &
Co., a nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the
Depositary (such institution, with respect to a Warrant in its account, a “Participant”).


 


(b)        If
the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant
Agent to deliver to each Holder a Warrant Certificate.


 


(c)        A
Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Company and the Warrant Agent for the exchange of some
or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such
separate certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request shall
be in the form attached hereto as Exhibit 2 (a “Warrant Certificate Request Notice” and the date of delivery
of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and
the surrender by the Holder to the Warrant Agent of a number of Global Warrants for the same number of Warrants evidenced by a
Warrant Certificate, a “Warrant Exchange”), the Company and the Warrant Agent shall promptly effect the Warrant
Exchange and the Company shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants in
the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue date
of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the form attached hereto as
Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the
Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business Days of the Warrant Certificate Request
Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery
Date”). The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the
Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein,
the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall not apply to the
Warrants evidenced by the Definitive Certificate. Notwithstanding anything herein to the contrary, the Company shall act as warrant
agent with respect to any Definitive Certificate requested and issued pursuant to this section. Notwithstanding anything to the
contrary contained in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in
a Definitive Certificate, as it may from time to time be amended, the terms of such Definitive Certificate shall control.


 



     

     

    




(d)
       A Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has
the right to elect at any time or from time to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants
Request Notice (as defined below). Upon written notice by a Holder to the Company for the exchange of some or all of such Holder’s
Warrants evidenced by a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry form through the
Depositary evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 3 (a “Global
Warrants Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global
Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive Certificates
for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form through the Depositary,
a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants Exchange and shall promptly
direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global Warrants
Request Notice, which beneficial interest in such Global Warrants shall be delivered by the Depositary’s
Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global Warrants Request Notice. In
connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial interest in such
Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions
in the Global Warrant Request Notice (“Global Warrants Delivery Date”). The Company covenants and agrees that,
upon the date of delivery of the Global Warrants Request Notice, the Holder shall be deemed to be the beneficial holder of such
Global Warrants.


 


Section 4. Form of Warrant
Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice of Exercise”)
and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5. Countersignature
and Registration. The Global Warrant shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial
Officer or Vice President, by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which
shall be attested by the Secretary or an Assistant Secretary of the Company, by facsimile signature. The Global Warrant shall be
countersigned by the Warrant Agent by facsimile signature and shall not be valid for any purpose unless so countersigned. In case
any officer of the Company who shall have signed any of the Global Warrant shall cease to be such officer of the Company before
countersignature by the Warrant Agent and issuance and delivery by the Company, such Global Warrant, nevertheless, may be countersigned
by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Global Warrant had
not ceased to be such officer of the Company; and any Global Warrant may be signed on behalf of the Company by any person who,
at the actual date of the execution of such Global Warrant, shall be a proper officer of the Company to sign such Global Warrant,
although at the date of the execution of this Warrant Agreement any such person was not such an officer.


 


The Warrant Agent will
keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of
the Global Warrants issued hereunder. Such books shall show the names and addresses of the respective Holders of the Global Warrant,
the number of warrants evidenced on the face of each of such Global Warrant and the date of each of such Global Warrant. The Warrant
Agent will create a special account for the issuance of Global Warrants. The Company will keep or cause to be kept at one of its
offices, books for the registration and transfer of any Definitive Certificates issued hereunder and the Warrant Agent shall not
have any obligation to keep books and records with respect to any Definitive Warrants. Such Company books shall show the names
and addresses of the respective Holders of the Definitive Certificates, the number of warrants evidenced on the face of each such
Definitive Certificate and the date of each such Definitive Certificate.






     

     

    

 


 


Section 6. Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With
respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company may
give to the Warrant Agent, at any time after the closing date of the Offering, and at or prior to the Close of Business on the
Termination Date (as such term is defined in the Warrant Certificate), any Global Warrant or Global Warrants may be transferred,
split up, combined or exchanged for another Global Warrant or Global Warrants, entitling the Holder to purchase a like number of
shares of Common Stock as the Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any Holder desiring
to transfer, split up, combine or exchange any Global Warrant shall make such request in writing delivered to the Warrant Agent,
and shall surrender the Global Warrant to be transferred, split up, combined or exchanged at the principal office of the Warrant
Agent. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable evidence
of authority of the party making such request that may be required by the Warrant Agent. Thereupon the Warrant Agent shall, subject
to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Global Warrant
or Global Warrants, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to
cover any tax or governmental charge or any bond or other fees required by the Warrant Agent that may be imposed in connection
with any transfer, split up, combination or exchange of Global Warrants. The Company shall compensate the Warrant Agent per the
fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.


 


Upon receipt by the Warrant
Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence
shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and,
in case of loss, theft or destruction, of indemnity in customary form and amount (but, with respect to any Definitive Certificates,
shall not include the posting of any bond by the Holder), and satisfaction of any other reasonable requirements established by
Section 8-405 of the Uniform Commercial Code as in effect in the State of Delaware, and reimbursement to the Company and the Warrant
Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate
if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


Section 7. Exercise
of Warrants; Exercise Price; Termination Date.


 


(a) The Warrants shall
be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become
void as set forth in the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise
the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and
payment of the Exercise Price, which may be made, at the option of the Holder, by wire transfer or by certified or official bank
check in United States dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its
agents as may be designated by the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall
deliver the executed Notice of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision
in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises
by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise,
complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable).
The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under
this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment
at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders
will receive interest on any deposits or Exercise Price. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. The Company hereby acknowledges and
agrees that, with respect to a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable
instructions to such holder’s Participant to exercise such warrants, that solely for purposes of Regulation SHO that such
holder shall be deemed to have exercised such warrants.


 



     

    

    

 


(b) Upon receipt of a Notice
of Exercise for a Cashless Exercise, provided the requirements for a Cashless Exercise have been met, the Company will promptly
calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise and
deliver a copy of the Notice of Exercise to the Warrant Agent, which shall issue such number of Warrant Shares in connection with
such Cashless Exercise.


 







(c) Upon the exercise of
the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant
Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant
Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant
Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then a participant in the DWAC system
of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to
or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the certificates for
Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s broker with
the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any
Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company
and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless
Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate Exercise Price of
the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant
Share Delivery Date, the Warrant Agent will not obligated to deliver such Warrant Shares (via DWAC or otherwise) until following
receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part
thereof) until such payment is delivered to the Warrant Agent.


 


(d) The Warrant Agent shall
deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with
the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company
via email at the end of each day on which notices of exercise are received or funds for the exercise of any Warrant are received
of the amount so deposited to its account.


 


Section 8. Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for
cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificate
shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver
to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant
Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in
such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation
requiring the Warrant Agent to retain such canceled certificates.


 


Section 9. Certain Representations;
Reservation and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement has
been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the
Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication
thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute
valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled
to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 



     

     

    




(b) As of the date hereof,
the authorized capital stock of the Company consists of (i) 80,000,000 shares of common stock, of which approximately [ ] shares
of Common Stock are issued and outstanding as of March 31, 2020, and [ ] shares of Common Stock are reserved for issuance upon
exercise of the Warrants, and (ii) 5,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued
and outstanding. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options
or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.


 


(c) The Company covenants
and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its
authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent will
create a special account for the issuance of Common Stock upon the exercise of Warrants.


 


(e) The Company further
covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be
payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon
exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable
in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates
for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise
or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental
charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the
time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental
charge is due.


 


Section 10. Common Stock
Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account
is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have
become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which
submission of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered
(but only if required herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to
the Warrant Share Delivery Date; provided, however, that if the date of submission of the Notice of Exercise is a
date upon which the Common Stock transfer books of the Company are closed, such Person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Common Stock transfer books
of the Company are open.


 


Section 11. Adjustment
of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares
covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section
3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant
Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant
shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this
Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally
issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence
the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder
upon exercise of the Warrants, all subject to further adjustment as provided herein.


 







Section 12. Certification
of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common
Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate
and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder of a Warrant Certificate.



     

     

    

 


Section 13. Fractional
Shares of Common Stock.


 


(a) The Company shall not
issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant
would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction
to the nearest whole Warrant (rounded down).


 


(b) The Company shall not
issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional
shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed,
the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 14. Conditions
of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from
time to time of the Warrant Certificates shall be subject:


 


		(a)	Compensation and Indemnification. The Company agrees promptly
to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross
negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against,
any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally
adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against
any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding
in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to
the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of
the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event
shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential
losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant
Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the
Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section
14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to,
and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this
Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.



 


		(b)	Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume
any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial owners
of Warrants.



 


		(c)	Counsel. The Warrant Agent may consult with counsel satisfactory
to it, which may include counsel for the Company, and the written advice of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice
of such counsel.



 


		(d)	Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.



 



     

     

    




		(e)	Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested
in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or
body of Holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder.
Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which
the Company is a party.



 







		(f)	No Liability for Interest. Unless otherwise agreed with the
Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates.



 


		(g)	No Liability for Invalidity. The Warrant Agent shall have
no liability with respect to any invalidity of this Agreement or the Warrant Certificates (except as to the Warrant Agent’s
countersignature thereon).



 


		(h)	No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in the Warrant Certificate (except as to the Warrant Agent’s
countersignature thereon), all of which are made solely by the Company.



 


		(i)	No Implied Obligations. The Warrant Agent shall be obligated
to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations
shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate.
The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants
or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder
of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law.



 


Section 15. Purchase
or Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant
Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which
the Warrant Agent or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business
of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor
Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates shall have been countersigned
but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver
such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned,
any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in
the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in
the Warrant Certificates and in this Agreement.


 


In case at any time the
name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such
Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have
the full force provided in the Warrant Certificates and in this Agreement.


 



     

     

    




Section 16. Duties of
Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)        The
Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and
the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.


 


(b)        Whenever
in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be
full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement
in reliance upon such certificate.


 


(c)        Subject
to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful
misconduct, or for a breach by it of this Agreement.


 


(d)        The
Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or
in the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such
statements and recitals are and shall be deemed to have been made by the Company only.


 


(e) The Warrant Agent shall
not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or
in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in
the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the manner, method or
amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except
with respect to the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of the Exercise
Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of
Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(f) Each party hereto agrees
that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out
or performing by any party of the provisions of this Agreement.


 


(g) The Warrant Agent is
hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer,
Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken
by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without
gross negligence or willful misconduct.


 


(h) The Warrant Agent and
any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) The Warrant Agent may
execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through
its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof.


 



     

     

    




Section 17. Change of
Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice
in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant
Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the
Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after
such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant
Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by
the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of
a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a
new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under
such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment,
the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor
Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing
to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect
therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the
successor Warrant Agent, as the case may be.


 


Section 18. Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, 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 or change in the Exercise Price per share and the number or kind or class of shares of stock
or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this
Agreement.


 


Section 19. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate
to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate
to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed
given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal
Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the
fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at
or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such
notice or communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m.
(New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):


 


		(a)	If to the Company, to: 



 


Newgioco Group,
Inc.


130 Adelaide
Street West, Suite 701


Toronto, Ontario,
Canada M5H 2K4


 


		(b)	If to the Warrant Agent, to: 



 


Beard Winter LLP.


Suite 701, 130 Adelaide St. W.


Toronto, Ontario, M5H 2K4








     

     

    



For any notice delivered by email to be deemed
given or made, such notice must be followed by notice sent by overnight courier service to be delivered on the next business day
following such email, unless the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder of
any Warrant Certificate to the address of such Holder as shown on the registry books of the Company. Any notice required to be
delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.



 


Section 20. Supplements
and Amendments.


 


(a) The Company and the
Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants in
order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender
any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition or surrender shall
not adversely affect the interests of the Holders of the Global Warrants or Warrant Certificates in any material respect.


 


(b) In addition to the
foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the
shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying in any
manner the rights of the Holders of the Global Warrants; provided, however, that no modification of the terms (including
but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or the rights of holders of
Warrants to receive liquidated damages or other payments in cash from the Company or reducing the percentage required for consent
to modification of this Agreement may be made without the consent of the Holder of each outstanding Warrant Certificate affected
thereby; provided further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate
issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall
deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment
complies with the terms of this Section 20.


 


Section 21. Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.


 


Section 22. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant
Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be
for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates. Notwithstanding
anything to the contrary contained herein, to the extent any provision of a Warrant Certificate conflicts with any provision of
this Agreement, the provisions of the Warrant Certificate shall govern and be controlling.


 


Section 23. Governing
Law. This Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.


 


Section 26. Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common
Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities
and Exchange Commission.


 



     

     

    







IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


NEWGIOCO GROUP, INC.


 


By:        


Name:


Title:


 


 


 


 


BEARD WINTER LLP.


 


By:        


Name: Julian L. Doyle


Title: Partner



     

     

    







Exhibit 1


 


Form of Warrant Certificate


 


 



     

     

    







Exhibit 2


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


To: Beard Winter LLP., as Warrant
Agent for Newgioco Group, Inc. (the “Company”)


The undersigned Holder of Common
Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive
a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


		1.	Name of Holder of Warrants in form of Global Warrants: _____________________________



		2.	Name of Holder in Warrant Certificate (if different from name of
Holder of Warrants in form of Global Warrants): ________________________________



		3.	Number of Warrants in name of Holder in form of Global Warrants:
___________________



		4.	Number of Warrants for which Warrant Certificate shall be issued:
__________________



		5.	Number of Warrants in name of Holder in form
of Global Warrants after issuance of Warrant Certificate, if any: ___________



 


		6.	Warrant Certificate shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The undersigned hereby acknowledges and
agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have
surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced
by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing Entity:
______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________









     

     

    

Exhibit 3


Form of Global Warrant Request Notice


 


GLOBAL WARRANT REQUEST NOTICE


To: Beard Winter LLP., as Warrant
Agent for Newgioco Group, Inc. (the “Company”)


The undersigned Holder of Common
Stock Purchase Warrants (“Warrants”) in the form of Warrants Certificates issued by the Company hereby elects
to receive a Global Warrant evidencing the Warrants held by the Holder as specified below:


		1.	Name of Holder of Warrants in form of Warrant Certificates: _____________________________



		2.	Name of Holder in Global Warrant (if different from name of Holder
of Warrants in form of Warrant Certificates): ________________________________



		3.	Number of Warrants in name of Holder in form of Warrant Certificates:
___________________



		4.	Number of Warrants for which Global Warrant shall be issued: __________________



		5.	Number of Warrants in name of Holder in form
of Warrant Certificates after issuance of Global Warrant, if any: ___________



 


		6.	Global Warrant shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The undersigned hereby acknowledges and
agrees that, in connection with this Global Warrant Exchange and the issuance of the Global Warrant, the Holder is deemed to have
surrendered the number of Warrants in form of Warrant Certificates in the name of the Holder equal to the number of Warrants evidenced
by the Global Warrant.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing Entity:
______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________






     

     

    

 





Exhibit 4


 


Warrant Agent Fee Schedule