Exhibit
4.4


 


DESCRIPTION
OF REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


Set
forth below is the description of each class of securities of Esports Entertainment Group, Inc. (the “Company”) outstanding
as of June 30, 2022. The following description summarizes the most important terms of these securities. This summary does not purport
to be complete and is qualified in its entirety by the provisions of our Amended and Restated Articles of Incorporation and our Bylaws,
copies of which have been previously filed with the Securities and Exchange Commission and are incorporated by reference into the Annual
Report on Form 10-K for the year ended June 30, 2022. You should refer to our Amended and Restated Articles of Incorporation, Bylaws
and the applicable provisions of the Delaware General Corporation Law for a complete description.


 


Common
Stock, par value $0.001 per share (the “Common Stock”) is the only class of our securities currently registered under Section
12 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Common Stock, Unit A Warrants and March 2022 Warrants
and April Overallotment Warrants are quoted for trading on Nasdaq under the symbols “GMBL”, GMBLW and “GMBLZ”,
respectively.


 


DESCRIPTION
OF COMMON STOCK


 


The
authorized capital stock of the Company consists of 500,000,000 shares of Common Stock at a par value of $0.001 per share, and 10,000,000
shares of blank check preferred stock, par value $0.001.


 


Dividend
Rights


 


Subject
to the prior or equal rights of holders of all classes of stock at the time outstanding having prior or equal rights as to dividends,
the holders of our Common Stock may, receive dividends out of funds legally available if our Board of Directors, in its discretion, determines
to issue dividends and then only at the times and in the amounts that our Board of Directors may determine. We have not paid any dividends
on our Common Stock and do not contemplate doing so in the foreseeable future.


 


Voting
Rights


 


Each
holder of the Common Stock is entitled to one vote for each share of Common Stock held by such stockholder.


 


No
Preemptive or Similar Rights


 


Our
Common Stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.


 


Liquidation


 


In
the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets
that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock.


 


Transfer
Agent


 


The
transfer agent and registrar for our Common Stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598.
Their phone number is (212) 828-8436.


 


DESCRIPTION
10% SERIES A CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK


 


The
Company is authorized to issue 10,000,000 shares of preferred stock. On November 10, 2021, the
Company designated 1,725,000 shares of preferred stock as 10% Series A Cumulative Redeemable Convertible Preferred Stock (“10%
Series A Cumulative Redeemable Convertible Preferred Stock”), with a par value of $0.001 per share and liquidation value of $11.00.


 


Conversion


 


Each
share of 10% Series A Cumulative Redeemable Convertible Preferred Stock is convertible into one share of the Company’s Common Stock
at a conversion price of $17.50 per common share. Subject to earlier conversion or redemption, the 10% Series A Cumulative Redeemable
Convertible Preferred Stock matures five years from issuance, or November 15, 2026, at which point the Company must redeem the shares
of 10% Series A Cumulative Redeemable Convertible Preferred Stock in cash.


 




    	 



    	 



    

 


Dividends


 


Dividends
on the 10% Series A Cumulative Redeemable Convertible Preferred Stock accrue daily and are cumulative from the date of issuance. The
dividends on the 10% Series A Cumulative Redeemable Convertible Preferred Stock are payable monthly in arrears on the last day of each
calendar month, when, as and if declared by the Company’s Board of Directors, at the rate of 10.0% per annum. In the event the
dividends are not paid in cash, the dividends shall continue to accrue at a dividend rate of 10.0%.


 


Redemption
and Liquidation


 


The
10% Series A Cumulative Redeemable Convertible Preferred Stock is also redeemable, at the option of the Board of Directors, in whole
or in part, at any time on or after January 1, 2023.


 


The
10% Series A Cumulative Redeemable Convertible Preferred Stock includes a change of control put option which allows the holders of the
10% Series A Cumulative Redeemable Convertible Preferred Stock to require the Company to repurchase such holders’ shares in cash
in an amount equal to the initial purchase price plus accrued dividends.


 


The
10% Series A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable upon certain deemed liquidation events, such
as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company’s control,
all shares of preferred stock have been presented outside of permanent equity in mezzanine equity on the consolidated balance sheets.
The instrument is initially recognized at fair value net of issuance costs. The Company reassesses whether the 10%
Series A Cumulative Redeemable Convertible Preferred Stock is currently redeemable, or probable to become redeemable in the future,
as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption
value.


 


The
10% Series A Cumulative Redeemable Convertible Preferred Stock is not mandatorily redeemable, but rather is only contingently redeemable,
and given that the redemption events are not certain to occur, the shares have not been accounted for as a liability. As the 10% Series
A Cumulative Redeemable Convertible Preferred Stock is contingently redeemable on events outside of the control of the Company, all shares
of 10% Series A Cumulative Redeemable Convertible Preferred Stock have been presented outside of permanent equity in mezzanine equity
on the consolidated balance sheets.


 


Voting
Rights


 


The
holders of the 10% Series A Cumulative Redeemable Convertible Preferred Stock will not have any voting rights, except whenever dividends
on any share of any series of preferred stock (“Applicable Preferred Stock”) have not been paid in an aggregate amount equal
to four monthly dividends on the share, the holders of the Applicable Preferred Stock will have the exclusive and special right, voting
separately as a class and without regard to series, to elect at an annual meeting of shareholders or special meeting held in place of
it one member of the Board of Directors, until all arrearages in dividends and dividends in full for the current monthly period have
been paid.


 


DESCRIPTION
OF UNIT A WARRANTS


 


Exercisability.
The Unit A Warrants are exercisable immediately upon issuance and at any time up to the date that is five years from the date of
issuance. The Unit A Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the
case of a cashless exercise as discussed below). Unless otherwise specified in the warrant, the holder does not have the right to exercise
any portion of the warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares
of our Common Stock outstanding immediately after giving effect to the exercise (or, upon election by a Holder prior to the issuance
of any Unit A Warrants, 9.99%), as such percentage ownership is determined in accordance with the terms of the Unit A Warrants.


 




    	 



    	 



    

 


Cashless
Exercise. In the event that a registration statement covering shares of Common Stock underlying the Unit A Warrants, is not available
for the issuance of such shares of Common Stock underlying the Unit A Warrants, the holder may, in its sole discretion, exercise the
warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment
of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of Common Stock determined according
to the formula set forth in the warrant. In no event shall we be required to make any cash payments or net cash settlement to the registered
holder in lieu of issuance of Common Stock underlying the Unit A Warrants.


 


Certain
Adjustments. The exercise price and the number of shares of Common Stock purchasable upon the exercise of the Unit A Warrants are
subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications
of our Common Stock.


 


Transferability.
Subject to applicable laws, the Unit A Warrants may be transferred at the option of the holders upon surrender of the Unit A Warrants
to our Transfer Agent together with the appropriate instruments of transfer.


 


Warrant
Agent and Exchange Listing. The Unit A Warrants are in registered form under a warrant agency agreement between Vstock Transfer LLC,
as warrant agent, and us.


 


Fundamental
Transactions. If, at any time while the Unit A Warrants are outstanding, (1) we consolidate or merge with or into another corporation
and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of our assets, (3) any purchase offer, tender offer or exchange offer (whether by us or another individual or entity) is completed
pursuant to which holders of our shares of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other
securities, cash or property and has been accepted by the holders of 50% or more of our outstanding shares of Common Stock, (4) we effect
any reclassification or recapitalization of our shares of Common Stock or any compulsory share exchange pursuant to which our shares
of Common Stock are converted into or exchanged for other securities, cash or property, or (5) we consummate a stock or share purchase
agreement or other business combination with another person or entity whereby such other person or entity acquires more than 50% of our
outstanding shares of Common Stock, each a “Fundamental Transaction,” then upon any subsequent exercise of the Unit A Warrants,
the holder thereof will have the right to receive the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the
holder of the number of warrant shares then issuable upon exercise of the warrant, and any additional consideration payable as part of
the Fundamental Transaction.


 


Rights
as a Stockholder. Except as otherwise provided in the Unit A Warrants or by virtue of such holder’s ownership of shares of
our Common Stock, the holder of a warrant does not have the rights or privileges of a holder of our Common Stock, including any voting
rights, until the holder exercises the warrant.


 


Beneficial
Ownership Limitation. Holder’s exercise shall be limited 4.99% of the Company’s outstanding Common Stock (or, upon election
by a Holder prior to the issuance of any Unit A Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon exercise. The Holder, upon notice to the Company, may increase
or decrease the beneficial ownership limitation provided that the beneficial ownership limitation in no event exceeds 9.99% of the number
of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of
the warrant held by the Holder. Any increase in the beneficial ownership limitation will not be effective until the 61st day
after such notice is delivered to the Company.


 


Governing
Law. The Unit A Warrants and the warrant agency agreement are governed by New York law.


 


DESCRIPTION
OF THE MARCH 2022 WARRANTS AND APRIL 2022 OVERALLOTMENT WARRANTS


 


Exercisability.
The March 2022 Warrants and April 2022 Overallotment Warrants are exercisable immediately upon issuance and at any time up to the
date that is five years from the date of issuance. The March 2022 Warrants and April 2022 Overallotment Warrants are exercisable, at
the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for
the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).
Unless otherwise specified in the warrant, the holder does not have the right to exercise any portion of the warrant if the holder (together
with its affiliates) would beneficially own in excess of 4.99% of the number of shares of our Common Stock outstanding immediately after
giving effect to the exercise (or, upon election by a Holder prior to the issuance of any the March 2022 Warrants and April 2022 Overallotment
Warrants, 9.99%), as such percentage ownership is determined in accordance with the terms of the March 2022 Warrants and April 2022 Overallotment
Warrants.


 




    	 



    	 



    

 


Cashless
Exercise. In the event that a registration statement covering shares of Common Stock underlying the March 2022 Warrants and April
2022 Overallotment Warrants, is not available for the issuance of such shares of Common Stock underlying the March 2022 Warrants and
April 2022 Overallotment Warrants, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making
the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead
to receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the warrant.
In no event shall we be required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of Common Stock underlying the March 2022 Warrants and April 2022 Overallotment Warrants.


 


Certain
Adjustments. The exercise price and the number of shares of Common Stock purchasable upon the exercise of the March 2022 Warrants
and April 2022 Overallotment Warrants are subject to adjustment upon the occurrence of specific events, including stock dividends, stock
splits, combinations and reclassifications of our Common Stock.


 


Transferability.
Subject to applicable laws, the March 2022 Warrants and April 2022 Overallotment Warrants may be transferred at the option of the
holders upon surrender of the March 2022 Warrants and April 2022 Overallotment Warrants to our Transfer Agent together with the appropriate
instruments of transfer.


 


Warrant
Agent and Exchange Listing. The March 2022 Warrants and April 2022 Overallotment Warrants are in registered form under a warrant
agency agreement between Vstock Transfer LLC, as warrant agent, and us.


 


Fundamental
Transactions. If, at any time while the March 2022 Warrants and April 2022 Overallotment Warrants are outstanding, (1) we consolidate
or merge with or into another corporation and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey
or otherwise dispose of all or substantially all of our assets, (3) any purchase offer, tender offer or exchange offer (whether by us
or another individual or entity) is completed pursuant to which holders of our shares of Common Stock are permitted to sell, tender or
exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of 50% or more of our
outstanding shares of Common Stock, (4) we effect any reclassification or recapitalization of our shares of Common Stock or any compulsory
share exchange pursuant to which our shares of Common Stock are converted into or exchanged for other securities, cash or property, or
(5) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such other
person or entity acquires more than 50% of our outstanding shares of Common Stock, each a “Fundamental Transaction,” then
upon any subsequent exercise of the March 2022 Warrants and April 2022 Overallotment Warrants, the holder thereof will have the right
to receive the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of
such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of warrant shares
then issuable upon exercise of the warrant, and any additional consideration payable as part of the Fundamental Transaction.


 


Rights
as a Stockholder. Except as otherwise provided in the March 2022 Warrants and April 2022 Overallotment Warrants or by virtue of such
holder’s ownership of shares of our Common Stock, the holder of a warrant does not have the rights or privileges of a holder of
our Common Stock, including any voting rights, until the holder exercises the warrant.


 


Beneficial
Ownership Limitation. Holder’s exercise shall be limited 4.99% of the Company’s outstanding Common Stock (or, upon election
by a Holder prior to the issuance of any of the March 2022 Warrants and April 2022 Overallotment Warrants, 9.99%) of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. The
Holder, upon notice to the Company, may increase or decrease the beneficial ownership limitation provided that the beneficial ownership
limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of the warrant held by the Holder. Any increase in the beneficial ownership limitation will not
be effective until the 61st day after such notice is delivered to the Company.


 


Governing
Law. The March 2022 Warrants and April 2022 Overallotment Warrants and the warrant agency agreement are governed by New York law.