Exhibit
4.5


 


Subscription
Agent: Vstock Transfer, LLC


18
Lafayette Place


Woodmere,
NY 11598


Information
Agent: Alliance Advisors, LLC


Banks,
brokers and shareholders call toll-free: (855) 723-7819


 





 



FG
FINANCIAL GROUP, INC. 


SUBSCRIPTION
RIGHTS CERTIFICATE FOR SHARES OF COMMON STOCK


 





 






 


THE
SUBSCRIPTION RIGHTS OFFERING (“RIGHTS OFFERING”) EXPIRES AT 5:00 P.M., EASTERN TIME, ON NOVEMBER 29, 2021, UNLESS
THE EXERCISE PERIOD IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). 


 


FG
Financial Group, Inc. (the “Company”) has distributed to each holder (each an “Eligible Holder”) of its common
stock, $0.001 par value per share (the “Common Stock’), owned as of record at 5:00 p.m., Eastern Time, on October 25, 2021
(the “Record Date”), at no charge, one (1) non-transferable subscription right (the “Subscription Right”) for
each share of common stock held as of the Record Date. Each Subscription Right entitles the Eligible Holder to subscribe for and purchase
0.15 of a share of Common Stock, at a subscription price of $4.00 per whole share (the “Subscription Price”). An Eligible
Holder who fully exercises their basic Subscription Rights is entitled to exercise an over-subscription privilege to subscribe for and
purchase, for the Subscription Price, additional shares that remain unsubscribed at the Expiration Date (the “Over-Subscription
Privilege”), subject to proration limitations. The terms and conditions of the Rights Offering are set forth in the Company’s
Prospectus, dated October 28, 2021 (as it may be amended or supplemented, the “Prospectus”), which is incorporated into this
Subscription Rights Certificate by reference. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus.
The owner of this certificate is entitled to the number of basic Subscription Rights, and is entitled to exercise the basic Subscription
Rights for the number of shares shown on this Subscription Rights Certificate.


 


THE
SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE


 


The
Subscription Rights are non-transferable. There is no public trading market for the Subscription Rights, and the Subscription Rights
will not be listed on Nasdaq or any other securities exchange or market or quoted on any automated quotation system.


 


SUBSCRIPTION
PRICE 


 


The
Subscription Price for the basic Subscription Rights and the Over-Subscription Privilege is $4.00 per whole share.


 


METHOD
OF EXERCISE OF RIGHTS 


 


TO
EXERCISE YOUR SUBSCRIPTION RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THIS SUBSCRIPTION RIGHTS CERTIFICATE ON THE BACK AND RETURN IT,
IN THE ENVELOPE PROVIDED, TO THE SUBSCRIPTION AGENT, VSTOCK TRANSFER, LLC (THE “SUBSCRIPTION AGENT”), TOGETHER WITH PAYMENT,
IN FULL, FOR AN AMOUNT EQUAL TO THE SUBSCRIPTION PRICE MULTIPLIED BY THE TOTAL NUMBER OF SHARES FOR WHICH YOU ARE SUBSCRIBING, TO THE
SUBSCRIPTION AGENT BEFORE 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. SUBSCRIPTION RIGHTS HOLDERS SHOULD CAREFULLY REVIEW THE PROSPECTUS
AND CONSULT THEIR LEGAL, TAX AND FINANCIAL ADVISORS BEFORE EXERCISING THEIR SUBSCRIPTION RIGHTS. 


 




    	 



     


    

 


	Holder
    ID	 	Company
    Identifier	 	Class	 	Subscription
    Rights Qty Issued	 	Subscription
    Rights Cert #
	XXXX	 	XXXX	 	Subscription
    Rights	 	XXX.XX	 	XXXX


 


	Signature
    of Owner and U.S. Person for Tax Certification	 	Signature
    of Co-Owner (if more than one registered holder listed)	 	Date
    (mm/dd/yy)

     



 





 






 


	 	 	 	 	 


 


You
must timely pay the full Subscription Price for the full number of Shares you wish to acquire pursuant to the basic Subscription Right
and the Over-Subscription Privilege. Shares subscribed for pursuant to the Over-Subscription Privilege are subject to proration and stock
ownership limitations, as described in the Prospectus. If you are the Eligible Holder, you must deliver payment to the Subscription Agent
via personal check to accounts maintained by the Subscription Agent; please reference your Subscription Rights Certificate control number
on your check. Payment also may be made by wire transfer to the account maintained by the Subscription Agent for purposes of accepting
subscriptions in the Rights Offering at CitiBank, N.A., ABA #021000089, Account #6872558279, with reference to the Eligible Holder’s
name. If your shares are held in the name of a broker, dealer, bank or other nominee, you should deliver payment to such broker, dealer,
bank or other nominee, as applicable, in accordance with the instructions provided by such nominee.


 


Payments
of the Subscription Price for the shares will be held in a segregated account until the Rights Offering is completed or the Company withdraws
or terminates the Rights Offering. No interest will be paid to you on the funds you deposit with the Subscription Agent. You will not
receive any interest on the payments held by the Subscription Agent before your shares have been issued to you or your payment is returned
to you, without interest, because your exercise has not been satisfied for any reason.


The
Company will not issue fractional shares. Instead, fractional shares resulting from the exercise of the basic subscription rights and
the over-subscription privileges will be eliminated by rounding down to the nearest whole share. Any excess subscription payment received
by the subscription agent will be returned, without interest or penalty, promptly following the expiration of the offering.


 




    	 



     


    

 


	PLEASE
    PRINT ALL INFORMATION CLEARLY AND LEGIBLY
	 

    SECTION
    1: OFFERING INSTRUCTIONS (check the appropriate boxes)

     

    IF
    YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT OF SUBSCRIPTION RIGHTS:

	 	 	 	 	 	 	 
	☐	 	I
    apply for ALL of my entitlement of shares pursuant to the basic Subscription Right	 	_________

    (no.
    of basic subscription rights)
	 	 x
    0.15= 	 	__________

    (no.
    of shares)
	 	x
    $4.00 =

    (per
    share)
	 	$______
	 	 
	 	 	EXAMPLE:
    If you own 1,000 shares of common stock, your basic Subscription Right permits the purchase of 150 Shares [1,000 Subscription Rights
    x 0.15 = 150].
	 	 	 	 	 
	☐	 	addition,
    I apply for additional shares pursuant to the Over-Subscription Privilege*	 	___________________

    (no.
    of additional shares)
	 	x
    $4.00 =

    (per
    share)
	 	$______
	 
	IF
    YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT OF BASIC SUBSCRIPTION RIGHTS:
	 	 	 	 	 
	☐	 	I
    apply for	 	___________

    (no.
    of shares)
	 	x
    $4.00 =

    (per
    share)
	 	$______
	 
	IF
    YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:

    Please
    disregard this mailing.

	 
	SECTION
    2: SUBSCRIPTION AUTHORIZATION

     

    I
    acknowledge that I have received the Prospectus for this Rights Offering and I hereby subscribe for the number of shares indicated
    above on the terms and conditions specified in the Prospectus relating to the basic Subscription Rights and Over-Subscription Privilege
    in the Rights Offering:

     

    Signature
    of Subscriber(s)

    

     

    ____________________________________________________________________________

    

    (and
    address if different from Subscriber’s address on this Subscription Rights Certificate)

     

    ____________________________________________________________________________

     

    ____________________________________________________________________________

     

    Telephone
    number (including area code):___________________________________________

     



 


	*	You
    can only participate in the Over-Subscription Privilege if you have subscribed for your full entitlement of shares pursuant to the
    basic Subscription Right. 


 


Please
complete all applicable information and return to: VSTOCK TRANSFER, LLC


 


By
Registered Certified or Express Mail, or Courier Delivery: 


Vstock
Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598


 


DELIVERY
OF THIS SUBSCRIPTION RIGHTS CERTIFICATE TO THE SUBSCRIPTION AGENT AT AN ADDRESS OTHER THAN ITS ADDRESS SET FORTH ABOVE DOES NOT CONSTITUTE
A VALID DELIVERY. 


 


Any
questions regarding this Subscription Rights Certificate and Rights Offering may be directed to 


Alliance
Advisors, LLC, toll free at (855) 723-7819