SUBSCRIPTION AGREEMENT


(United States Dollar)


 


TO:NEWGIOCO GROUP, INC.


 


RE:PURCHASE OF UNITS OF NEWGIOCO
GROUP, INC.


 


Subject to the terms and conditions
contained in this subscription agreement, including the terms and conditions set forth in Schedule “A” hereto, the
undersigned (the “Purchaser”), hereby irrevocably subscribes for and agrees to purchase the number of
units (the “Units” or the “Purchased Securities”) of NEWGIOCO GROUP, INC.
(the “Corporation”) as set forth below at a purchase price of US$1,000 per Unit (the “Purchase
Price”).


 


 


	
         

        _____________________________________

        (Name of Purchaser – please
        print)

         

        By: __________________________________

        (Authorized Signature)

         

        _____________________________________

        (Please print name of individual
        whose signature appears above if different than the name of the Purchaser printed above.)

         

         

         

         

         

         

         

        ______________________________________

        (Subscriber’s Address)
	 	
         

        Number of Units:_________________________

	 
	
         

        Aggregate Purchase Price: US$_____________

	
         

        If the Purchaser is signing as finder
        for a principal and the Purchaser is not a trust company or a portfolio manager, in either case, purchasing as trustee or finder
        for accounts fully managed by it, complete the following:

         

         

         

         

         

        _______________________________________

        (Name of Principal)

         

	
         

         

         

        ______________________________________

        (Telephone Number)

         

         

        ______________________________________

        (Fax Number)

         

         

         

        ______________________________________

        (Email Address)

         

         

         

         
	
         

         

         

         

         

         

        ___________________________________

        (Principal’s Address)

         

         

         

         

         

         

         

         

         

         





    	 



    	 



    

 


	
        Register the Purchased Securities as
        set forth below:

         

         

         

        ____________________________________

        (Name)

         

         

        ____________________________________

        (Account reference, if applicable)

         

         

         

        ____________________________________

        (Address)

         

         

         

         

        ____________________________________

         
	 	
        Deliver the Purchased Securities as
        set forth below:

         

         

         

        ____________________________________

        (Name)

         

         

        ____________________________________

        (Account reference, if applicable)

         

         

        ____________________________________

        (Contact Name)

         

         

         

        ____________________________________

        (Address)

         

         

        ____________________________________

        (Telephone Number)

         



 


 


The Purchased Securities form part of
a larger offering of up to 7,500 Units by the Corporation (the “Offering”) to close on or about May 25,
2018 or such other date mutually agreed between the Purchaser and the Corporation (the “Closing Date”).
The maximum Offering will result in gross proceeds to the Corporation of up to US$7,500,000. The Corporation may, at its discretion,
elect to complete the Offering for proceeds of less than US$7,500,000 or less than 7,500 Units and in one or more tranches.


 


Each Unit is comprised of (i) a debenture
of the Corporation in a principal amount of US$1,000 with a term of two (2) years from the date of issuance (the “Maturity
Date”) and bearing interest at the rate of ten (10%) percent per annum (the “Debenture”),
(ii) 1,082.25 common share purchase warrants of the Corporation (the “Warrants”) and (iii) 208 shares
of restricted common stock issued pursuant to an exemption under Rule 144 of the US Securities and Exchange Act (the “Subscription
Shares”).


 


The whole or any part of the principal
amount of the Debenture plus any accrued and unpaid interest may be convertible at the option of the debentureholder into common
shares of the Corporation at a price (the “Conversion Price”) equal to US$0.40 (U.S. Forty Cents) per
share at any time up to the Maturity Date provided that the Corporation may accelerate this right of conversion on at least ten
(10) business days prior written notice to the Holder if there is an effective Registration Statement registering, or a current
prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Corporation’s
common shares exceeds two hundred (200%) per cent of the Conversion Price for a period of twenty (20) trading days in a thirty
(30) day period or (ii) the Corporation wishes to redeem or pre-pay the Debentures prior to the Maturity Date.


 


Each Warrant will entitle the
holder to acquire one (1) common share of the Corporation within twenty-four (24) months from the Closing Date and each
Warrant will have an exercise price equal to US$0.50 (U.S. Fifty Cents) (the “Exercise Price”) and
each Warrant may be exercised either by a cash payment of the Exercise Price or by a cashless exercise on the terms set out
in the Warrant Certificate. The Corporation may accelerate the right to exercise the Warrant on at least ten (10) business
days prior written notice to the Holder if there is an effective Registration Statement registering, or a current prospectus
available for, the resale of the common shares issuable on exercise of the Warrant and the closing price of the
Corporation’s common shares exceeds two hundred (200%) per cent of the Exercise Price for a
period of twenty (20) trading days in a thirty (30) day period.




    	 



    	 



    




 


The Terms and Conditions of Subscription
for Units is attached hereto as Schedule “A”, the form of the Debenture is attached hereto as Schedule “B”,
the form of Warrant is attached hereto as Schedule “C” and the Accredited Investor Certificate is attached hereto as
Schedule “D”. All dollar amounts referred to in this agreement are in United States Dollars unless otherwise noted.


 


ACCEPTANCE:The Corporation
hereby (i) accepts the above subscription subject to the terms and conditions contained in this subscription agreement; and (ii)
agrees that the Purchaser shall be entitled to rely on such representations and warranties of the Corporation contained in the
subscription agreement.


 


 


NEWGIOCO GROUP, INC.


 


 





	Date:  May ____, 2018	Per:________________________________
	 	Michele Ciavarella, Chief Executive Officer







 




    	 



    	 



    

SCHEDULE “A”


 


TERMS AND CONDITIONS OF


SUBSCRIPTION FOR UNITS OF


NEWGIOCO GROUP, INC.


 


1.                  
Description of Debentures


 


The debenture forming part of the Purchased
Securities (the “Debenture”) shall be governed by provisions of the Debenture of the Corporation, the
form of which is appended hereto as Schedule “B”. The Debentures yield interest at the rate of 10% per annum compounded
annually and payable on maturity of the Debentures. The Debentures mature two (2) years from the date of issue provided that the
Corporation may, on ten (10) business days prior written notice to the holder redeem or prepay all or any part of the Debenture
prior to maturity without notice or penalty, except that the Purchaser shall receive a minimum of five (5) months of interest.
The Debentures are unsecured obligations of the Company and shall rank pari passu with each other. The principal amount of the
Debenture plus any accrued and unpaid interest shall be convertible in whole or in part at the option of the holder at a price
equal to US$0.40 (U.S. Forty Cents) (the “Conversion Price”) per share at any time up to the Maturity
Date as more specifically set out in the Debenture provide that the Corporation may accelerate this right of conversion on at least
ten (10) business days prior written notice to the holder if there is an effective Registration Statement registering, or a current
prospectus available for, the resale of the common shares issuable on the conversion and (i) the closing price of the Corporation’s
common stock exceeds two hundred (200% ) per cent of the Conversion Price for a period of twenty (20) trading days in a thirty
(30) day period or (ii) the Corporation wishes to redeem or pre-pay the Debentures prior to the Maturity Date.


 


2.                  
Description of Warrants


 


The warrants forming part of the Purchased
Securities (the “Warrants”) shall be governed by the provisions of warrant certificates (the “Warrant
Certificates”) of the Corporation, the form of which is appended hereto as Schedule “C”. Subject to the
anti-dilution and other adjustment provisions contained in the Warrant Certificates, each Warrant shall entitle the holder thereof
to acquire one common share of the Corporation at any time on or before 5:00 p.m. (New York time) on the date that is twenty-four
(24) months from the Closing Date (the “Warrant Shares”). Each Warrant will have an exercise price equal
to US$0.50 (U.S. Fifty Cents) (the “Exercise Price”) and each Warrant may be exercised either by a cash
payment of the Exercise Price or by a cashless exercise on the terms set out in the Warrant Certificate if and only if there is
no effective Registration Statement after six months from the Closing Date. The Warrant exercise may be accelerated by the Corporation
if the closing price of the Corporation’s common stock exceeds 200% of the Exercise Price for a period of 20 trading days
in a 30 day period at any time up to the expiration date as more specifically set out in the Warrant Certificate and there is an
effective Registration Statement registering, or a current prospectus available for, the resale of the Warrant Shares.


 


3.                  
Description of the Restricted Common Shares


 


None of the shares of common stock to
which this subscription agreement relates (the “Subscription Shares”) have been registered under the
United States Securities Act of 1933, as amended (the "US Securities Act"), or any U.S. state securities
laws, and, unless so registered, none may be offered or sold, directly or indirectly, in the United States or to U.S. persons (as
defined herein) except in accordance with the provisions of Regulation S under the US Securities Act, pursuant to an effective
registration statement under the US Securities Act, or pursuant to an available exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in each case only in accordance with applicable state securities
laws, or an opinion of counsel satisfactory to the corporation that such registration or qualification is not required.


 


4.                  
Acknowledgments re: Hold Periods and Resale Restrictions


 


The Purchaser on its own behalf and
(if applicable) on behalf of others for whom it is contracting hereunder, understands and acknowledges the following:




    	 



    	 



    

 


		(a)	The Debentures, Warrants and Subscription Shares (collectively, the “Purchased Securities”)
are subject to statutory hold periods or resale restrictions and the Warrants forming part of the Purchased Securities, the Warrant
Shares and the Subscription Shares and the shares issued on the conversion of the Debentures (Warrants, Warrant Shares, Subscription
Shares and shares issued on conversion of the Debenture being collectively referred to herein as the “Underlying Securities”)
will be subject to statutory hold periods or resale restrictions;



 


		(b)	The Purchaser, and (if applicable) others on whose behalf the Purchaser is contracting hereunder,
have been advised to consult their own legal advisers in connection with any applicable statutory hold periods and resale restrictions
relating to the Purchased Securities and the Underlying Securities and no representation has been made respecting applicable statutory
hold periods or resale restrictions relating to such securities;



 


		(c)	The Certificates representing the Purchased Securities and the Underlying Securities may be endorsed
with a legend setting out resale restrictions under applicable securities legislation;



 


		(d)	The Purchaser, and (if applicable) others on whose behalf the Purchaser is contracting hereunder,
are solely responsible (and the Corporation is not in any way responsible) for compliance with applicable hold periods and resale
restrictions, including without limitation the filing of any documentation and, if applicable, the payment of any fees with any
applicable securities regulatory authority, and the Purchaser, and (if applicable) others on whose behalf the Purchaser is contracting
hereunder, are aware that the Purchaser, and (if applicable) such others, may not be able to resell the Purchased Securities or
the Underlying Securities, except in accordance with limited exceptions under applicable securities legislation and regulatory
policies and the Purchaser and, if applicable, others on whose behalf the Purchaser is contracting hereunder, will not sell, resell
or otherwise transfer the Purchased Securities or the Underlying Securities, except in compliance with applicable laws; and



 


		(e)	No market currently exists for the Warrants and no liquid market may exist for the Underlying Securities.



 


5.                  
Delivery and Payment


 


Unless other arrangements are agreed
by the Corporation, the following must be delivered to your broker, not later than 5:00 p.m. (New York time) on the day immediately
preceding the Closing Date:


 


		(a)	One signed copy of this subscription agreement with the relevant “accredited investor”
certification completed in Schedule “D”, as applicable;



 


		(b)	The aggregate Purchase Price payable for the Purchased Securities by way of a certified check or
bank draft payable to your broker; and



 


		(c)	Such other documents as may be required pursuant to terms of this subscription agreement.



 


6.                  
Closing


 


This subscription is subject to acceptance
by the Corporation, as described below. A Debenture and a Warrant Certificate endorsed by the Corporation representing part of
the Purchased Securities will be available for delivery to the Purchaser, on the Closing Date against payment of the aggregate
Purchase Price for the Purchased Securities and a share certificate representing part of the Purchased Securities will be available
for delivery to the Purchaser approximately ten (10) days after the Closing Date.


 





    	 



    	 



    

7.                  
Acceptance Subscription


 


This subscription may be accepted in
whole only and the right is reserved to the Corporation to refuse to accept any subscription. Confirmation of acceptance
or rejection of this subscription will be forwarded to the Purchaser promptly after the acceptance or rejection of this subscription
by the Corporation. If this subscription is rejected, the Purchaser understands that any certified check, bank draft, wire transfer
or other method of payment delivered by the Purchaser to the broker or the Corporation c/o the law firm of Beard Winter LLP representing
the Purchase Price will be promptly returned to the Purchaser without interest or deduction.


 


8.                  
Acknowledgments re: Prospectus Exemptions, etc.


 


The Purchaser acknowledges and agrees,
on its own behalf and (if applicable) on behalf of others for whom the Purchaser is contracting hereunder, that the sale of the
Purchased Securities to the Purchaser, or (if applicable) to such others, is conditional upon, among other things, such sale being
exempt from the requirement to file a prospectus or deliver an offering memorandum in respect of such sale or upon the issuance
of such rulings, orders, consents or approvals as may be required to permit such sale without complying with the requirement to
file a prospectus or deliver an offering memorandum.


 


The Purchaser also acknowledges and
agrees, on its own behalf and (if applicable) on behalf of others for whom it is contracting hereunder, that: (i) the Purchaser,
and (if applicable) such others have not received, requested or been provided with, nor have any need to receive, a prospectus,
offering memorandum, sales or advertising literature or similar disclosure document relating to the Offering and/or the business
and affairs of the Corporation and that the decision to enter into this subscription agreement and purchase the Purchased Securities
has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or
any officer, director, employee or agent of the Corporation and that such decision is based entirely upon the form of Debenture
attached as Schedule “B” and the form of Warrant Certificate attached as Schedule “C” to this subscription
agreement and information set out in this subscription agreement, (ii) there has not been any advertisement of the Purchased Securities
in printed public media, radio, television or telecommunications, including electronic display such as the Internet; and (iii)
Beard Winter LLP is acting as counsel to the Corporation and is not acting as counsel to the Purchasers of Purchased Securities.
The Purchaser acknowledges that the Corporation may be required by law to provide applicable securities regulatory authorities
with a list setting forth the identities of the beneficial purchasers of the Purchased Securities and the Purchaser agrees to use
its best efforts to comply with such laws, if required.


 


The Purchaser, on its own behalf and
(if applicable on behalf of others for whom the Purchaser is contracting hereunder, understands and acknowledges that: (i) the
Purchased Securities have not been nor will be registered under the United States Securities Act of 1933, as amended (the “US
Securities Act”) nor any applicable state securities laws and may not be offered or sold or re-offered or resold,
directly or indirectly, in the United States or to any United States person (as defined in Regulation S under the U.S. Securities
Act, a “U.S. Person”), unless such securities have been registered under the U.S. Securities Act, and
any applicable state securities laws, or are otherwise exempt from such registration; and (ii) certificates representing the Purchased
Securities may bear a legend to such effect.


 


9.                  
Conditions to Closing


 


The Purchaser acknowledges and agrees
that as the Offering will not be qualified by a prospectus, the Offering is subject to the condition that the Purchaser, or (if
applicable) others for whom the Purchaser is contracting hereunder, execute and return to the Corporation, as applicable, all relevant
documentation required by applicable securities legislation, regulations, rules and policies.


 


10.              
Representations, Warranties and Covenants of the Purchaser


 


The Purchaser, on its own behalf and
(if applicable) on behalf of others for whom the Purchaser is contracting hereunder, represent, warrant and covenant to and with
the Corporation (and acknowledges that the Corporation, and its counsel are relying thereon) as follows:


 


		(a)	Jurisdiction of Residence – the Purchaser, or (if applicable) any beneficial purchaser for
whom the Purchaser is contracting hereunder, is resident in the jurisdiction set forth on the first page of this





    	 



    	 



    

agreement and the purchase
by and sale to the Purchaser, or any such beneficial purchaser, of the Purchased Securities is being made in accordance with the
applicable securities legislation of such jurisdiction;


 


		(b)	Prospectus Exempt Purchase –if the Purchaser or (if applicable) any beneficial purchaser
for whom the Purchaser is contracting hereunder, is resident in a state of the United States of America or is otherwise subject
to the securities laws of any US state, the Purchaser, on its own behalf and (if applicable) on behalf of any such beneficial purchaser
makes the representations, warranties and covenants set out in Schedule “D”, to this subscription agreement, as applicable,
with the Corporation and the Purchaser, and (if applicable) any such beneficial purchaser, may avail itself of one or more of the
categories of prospectus exempt purchasers listed in Schedule “D”;



 


		(c)	Agent Purchasing for Principal(s) – if the Purchaser is acting as agent for one or more beneficial
purchasers: (i) each such beneficial purchaser is purchasing as principal for its own account and not for the benefit of any other
person; and (ii) each such principal can, and does, make the representations, warranties and covenants set out herein as are applicable
to such principal by virtue of its jurisdiction of residence or by virtue of it being subject to the applicable securities legislation
of such jurisdiction, and (if applicable) any beneficial purchaser for whom the Purchaser is contracting hereunder, acknowledges
that such schedule forms part of and is incorporated into this subscription agreement;



 


		(d)	Capacity – (i) if the Purchaser, or (if applicable) any beneficial purchaser for whom the
Purchaser is contracting hereunder, is an individual, the Purchaser, or such beneficial purchaser, as the case may be, has attained
the age of majority and is legally competent to execute this subscription agreement and to perform all actions required pursuant
hereto; (ii) if the Purchaser, or any beneficial purchaser for whom the Purchaser is acting, is a corporation, partnership, unincorporated
association or other entity, the Purchaser, or such beneficial purchaser, as the case may be, has the legal capacity and competence
to enter into and be bound by this subscription agreement and to take all actions required pursuant thereto and the Purchaser further
certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;



 


		(e)	Authority – (i) if the Purchaser is acting as agent for one or more beneficial purchasers,
the Purchaser is duly authorized to execute and deliver this subscription agreement and all other necessary documentation in connection
with such subscription on behalf each such principal and this subscription agreement has been duly authorized, executed and delivered
by the Purchaser on behalf of each such principal; and (ii) the entering into of this subscription agreement and the completion
of the transactions contemplated herein will not result in the violation of any of the terms and provisions of any law applicable
to, or the constating documents of, the Purchaser or of any beneficial purchaser for whom the Purchaser is acting or of any agreement,
written or oral, to which the Purchaser or any beneficial purchaser for whom the Purchaser is acting is a party or by which the
Purchaser or such beneficial purchaser is bound;



 


		(f)	Enforceability – this subscription agreement has been duly and validly authorized, executed
and delivered by the Purchaser (on its own behalf and, if applicable, on behalf of any beneficial purchaser) and, upon acceptance
by the Corporation this subscription agreement will constitute a legal, valid and binding contract of the Purchaser, or (if applicable)
any beneficial purchaser for whom the Purchaser is acting, enforceable against the Purchaser, or (if applicable) any such beneficial
purchasers, in accordance with its terms;



 


		(g)	Purpose – If the purchaser is not an individual, the Purchaser has not been created solely
or primarily to use exemptions from the registration and prospectus exemptions under applicable securities legislation and has
a pre-existing purpose other than to use such exemptions;



 


		(h)	No Representation re: Resale, Refund, Future Price or Listing – no person has made any written
or oral representation to us:





    	 



    	 



    

 


		(i)	That any person will resell or repurchase the Purchased Securities;



 


		(ii)	That any person will refund the Purchaser Price other than as may be provided in this subscription
agreement; or



 


		(iii)	Relating to the future price or value of the Purchased Securities;



 


		(i)	Investment Experience – the Purchaser, or (if applicable) any beneficial purchaser for whom
the Purchaser is contracting hereunder, has knowledge and experience with respect to investments of this type and the Purchaser,
or (if applicable) any such beneficial purchaser, is capable of evaluating the merits and risks thereof and obtaining competent
independent business, legal and tax advice regarding this investment;



 


		(j)	Proceeds of Crime - The funds representing the subscription amount which will be advanced by the
Purchaser, or (if applicable) any beneficial purchaser for whom the Purchaser is contracting hereunder, to the Corporation hereunder
will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) or any laws relating
to money laundering in the United States or any other jurisdiction (collectively, the "PCMLA") and the
Purchaser, or (if applicable) any beneficial purchaser for whom the Purchaser is contracting hereunder, acknowledges that the Corporation
may in the future be required by law to disclose the Purchaser's, or (if applicable) any beneficial purchaser for whom the Purchaser
is contracting hereunder, name and other information relating to this Subscription Agreement and the Purchaser's, or (if applicable)
any beneficial purchaser for whom the Purchaser is contracting hereunder, subscription hereunder, on a confidential basis, pursuant
to the PCMLA. To the best of its knowledge (a) no portion of the subscription amount to be provided by the Purchaser, or (if applicable)
any beneficial purchaser for whom the Purchaser is contracting hereunder, (i) has been or will be derived from or related to any
activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) is tendered on
behalf of a person or entity who has not been identified to the Purchaser, or (if applicable) any beneficial purchaser for whom
the Purchaser is contracting hereunder. The Purchaser, or (if applicable) any beneficial purchaser for whom the Purchaser is contracting
hereunder, shall promptly notify the Corporation if the Purchaser, or (if applicable) any beneficial purchaser for whom the Purchaser
is contracting hereunder, discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate
information in connection therewith; and



 


		(k)	Additional Filings - The Purchaser, or (if applicable) any beneficial purchaser for whom the Purchaser
is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation with filing all documentation required
by the applicable securities laws and any other applicable securities legislation to which the Purchaser, or (if applicable) any
beneficial purchaser for whom the Purchaser is contracting hereunder, may be subject, within the time limits prescribed to permit
the subscription for and issuance of, the Units and thereafter for any subsequent exchange thereof.



 


The Purchaser acknowledges that the
representations, warranties and covenants made by the Purchaser in this Subscription Agreement are made by the Purchaser with the
intent that they may be relied upon by the Corporation and its counsel to, among other things, determine the eligibility of the
Purchaser, or (if applicable) the eligibility of others on whose behalf the Purchaser is contracting hereunder, to purchase the
Purchased Securities under relevant securities legislation including, without limitation, the availability of exemptions from the
registration and prospectus requirements of applicable securities legislation in connection with the issuance of the Purchased
Securities to the Purchaser. The Purchaser further agrees that by accepting the Purchased Securities on the Closing Date the Purchaser
shall be representing and warranting that such representations, warranties and covenants are true as at the Closing Date, with
the same force and effect as if they had been made by the Purchaser on such date. The Purchaser undertakes to immediately notify
the Corporation of any change in any statement or other information relating to the Purchaser or others on whose behalf the Purchaser
is contracting set forth herein that takes place prior to Closing.


 




    	 



    	 



    

11.              
Representations, Warranties and Covenants of the Corporation


 


The Corporation hereby represents, warrants
and covenants to the Purchaser (and/or to any others on whose behalf the Purchaser is contracting hereunder), that as of the date
of this Subscription Agreement and as of the Closing Date:


 


		(a)	The Corporation is a valid and subsisting corporation duly incorporated and in good standing under
the laws of its jurisdiction of incorporation;



 


		(b)	The Corporation will reserve and set aside a sufficient number of authorized and unissued Common
Shares of the Corporation to issue to the Purchaser the Common Shares issuable in connection with the exercise of the Warrants
and such Common Shares will, when issued and delivered upon such exercise, be duly and validly issued as fully paid and non-assessable
shares of the Corporation;



 


		(c)	This Subscription Agreement and the Offering have been duly authorized by all necessary corporate
action on the part of the Corporation and constitute valid obligations of the Corporation legally binding upon it and enforceable
in accordance with its terms;



 


		(d)	The Corporation has all requisite corporate power and authority to carry on its business as now
and proposed to be carried on and to own, lease and operate its material properties, business and assets, or the interests therein;



 


		(e)	The Corporation is not a party to any actions, suits or proceedings which could have a material
adverse effect on the assets, liabilities, financial condition, business, capital or prospects of the Corporation and, to the best
of the Corporation’s knowledge, no such actions, suits or proceedings are pending or threatened;



 


		(f)	In the event there is no effective registration statement, the Corporation will have an opinion
on file with the Transfer Agent at all times to cover the resale of shares; and



 


		(g)	Registration Statement - The Corporation will use commercially reasonable efforts to file a Registration
Statement with respect to the Underlying Securities within six (6) months from the date hereof.



 


12.              
Acknowledgment and Waiver


 


The Purchaser, on its own behalf and/or
on behalf of others for whom the Purchaser is contracting hereunder, has acknowledged that the decision to purchase the Purchased
Securities was made solely on the basis of publicly available information. Accordingly, the decision to acquire the Purchased Securities
has also been made on the basis of currently available public information.


 


13.              
Survival


 


This Subscription Agreement, including
without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and
effect and be binding upon the Corporation and the undersigned for a period of two (2) years from the Closing Date notwithstanding
the completion of the purchase of the Purchased Securities.


 


14.              
Governing Law


 


This Subscription Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware. The Purchaser, on its own behalf and (if applicable)
on behalf of others for whom the Purchaser is contracting hereunder, hereby irrevocably attorn to the jurisdiction of the courts
of the State of Delaware with respect to any matters arising out of this agreement.


 




    	 



    	 



    

15.              
Costs


 


All costs and expenses incurred by the
Purchaser (including any fees and disbursements of any counsel retained by the Purchaser) relating to its purchase of the Purchased
Securities shall be borne by the Purchaser.


 


16.              
Assignment


 


This Subscription Agreement is not transferable
or assignable, in whole or in part, by the Purchaser or (if applicable) by others on whose behalf the Purchaser is contracting
hereunder.


 


17.              
Entire Agreement and Headings


 


This Subscription Agreement (including
the schedules hereto), together with the Corporation’s comfort letter regarding effecting an increase in its authorized common
shares, contains the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations,
covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This agreement may
only be amended or modified in any respect by written instrument only. The headings contained herein are for convenience only and
shall not effect the meanings or interpretation hereof.


 


18.              
Language


 


The parties hereto confirm their express
wish that this agreement and all documents and agreements directly or indirectly relating thereto be drawn up in the English language


 


19.              
Time of Essence


 


Time shall be of the essence of this
Subscription Agreement.


 


20.              
Currency


 


Unless otherwise specified, all dollar
amounts referred to in this Subscription Agreement are in United States Dollars.


 


21.              
Counterparts and Facsimile Deliveries


 


This Subscription Agreement may be executed
in one or more counterparts, each of which counterparts when executed shall constitute an original and all of which counterparts
so executed shall constitute one and the same instrument. The Corporation shall be entitled to rely on delivery of a facsimile
copy of this Subscription Agreement, including the completed schedules attached hereto, and acceptance by the Corporation of any
such facsimile copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance
with the terms hereof.


 


22.              
Consent to Collection and Use of Personal Information


 


The Purchaser acknowledges that this
subscription agreement requires the Purchaser to provide certain personal information to the Corporation (“Personal
Information”). Such information is being collected by the Corporation for the purposes of completing the proposed
issuance of the Units, which includes, without limitation, determining the Purchaser’s eligibility to purchase the Units
under applicable securities laws, preparing and registering certificates representing the Underlying Securities and completing
filings required by the securities commissions, and/or other securities regulatory authorities. The Purchaser agrees that the Purchaser’s
Personal Information may be disclosed by the Corporation to: (a) securities commissions and/or other securities regulatory authorities,
(b) the Corporation’s registrar and transfer agent, and (c) any of the other parties involved in this subscription, including
legal counsel, and may be included in record books in connection with this subscription. In the case of such information is being
collected indirectly by them for the purpose of the administration and enforcement of the applicable securities laws and the Purchaser
authorizes the indirect collection of such information by them.




    	 



    	 



    

 


23.              
Risk Factors


 


Purchase of Debentures pursuant to this
Offering should only be made after consulting with independent and qualified sources of investment and tax advice. Investment in
the Debentures at this time is speculative due to the stage of the Corporation’s development. An investment in Debentures
is appropriate only for Subscribers who are prepared to invest money for two (2) years and who have the capacity to absorb a loss
of some or all of their investment. Subscribers must rely on management of the Corporation. Any investment in the Corporation at
this stage involves a high degree of risk. The following additional risk factors are inherent in an investment in the Debentures:


 


1.                  
Redemptions: There can be no assurance that if additional funding is required by the Corporation to redeem any or
all of the Debentures on maturity, that such financing will be available on terms satisfactory to the Corporation, or at all. If
the Corporation does not have sufficient funds on hand to redeem any or all of the Debentures and its assets do not mature or cannot
be sold quickly enough, it will not be able to redeem any or all of the Debentures on maturity.


 


2.                  
Debentures have no security: The Debentures offered pursuant to this Offering are unsecured obligations and will
rank pari passu among themselves and subordinate to all secured obligations of the Corporation.


 


3.                  
Tax Consequences: The tax consequences associated with an investment in the Debentures may be subject to changes
in federal and state tax laws. There can be no assurance that the tax laws will not be changed in a manner that will adversely
affect tax consequences to Subscribers holding or disposing of the Debentures.


 


4.                  
No Right to Vote: Debentureholders will have no right to vote on matters relating to the Corporation. Exclusive authority
and responsibility for managing the Corporation rests with management of the Corporation and those persons, consultants and advisors
retained by management on behalf of the Corporation. Accordingly, Subscribers should appreciate that they will be relying on the
good faith, experience, expertise and ability of the directors and officers of the Corporation and other parties for the success
of the business of the Corporation.


 


5.                  
Systemic Risk: Credit risk may arise through a default by one of several large institutions that are dependent on
one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the
other institutions. This is sometimes referred to as a "systemic risk" and may adversely affect financial intermediaries,
such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Corporation and/or the other
parties that may have impact on the Debentures interact on a daily basis.


 


6.                  
Limited History: The Corporation has limited operational history. Accordingly, there is limited information available
to a Subscriber upon which to base an evaluation of the Corporation and its business and prospects. The Corporation is in the early
stages of its business and therefore is subject to the risks associated with early stage companies, including uncertainty of revenues,
markets and profitability, the need to raise additional funding, the evolving and unpredictable nature of the Corporation’s
business and the ability to identify, attract and retain qualified personnel. There can be no assurance that the Corporation will
be successful in doing what it is required to do to overcome these risks. No assurance can be given that the Corporation’s
business activities will be successful.


 


7.                  
Illiquid Investment: An investment in the Debenture of the Corporation is an illiquid investment. There is currently
no public market through which the Debenture of the Corporation may be resold.


 


8.                  
No Deposit Insurance: The Debentures are not insured against loss through the Canada Deposit Insurance Corporation,
Federal Deposit Insurance Corporation or any other insurance company or program.


 


9.                  
No Independent Counsel: No independent counsel has been retained on behalf of the Subscribers; and no independent
counsel has conducted any due diligence and reviewed the structure and the documentation of the Offering on their behalf to assess
potential issues and risks for Debenture Holders.




    	 



    	 



    

 


10.              
Competitive Industry: The regulated gaming industry in Italy in which the Corporation operates is, and will continue
to be, very competitive. There is no assurance that the Corporation will be able to continue to compete successfully or that the
level of competition and pressure on pricing will not affect its margins.


 


11.              
General Market Risk: The Corporation and its affiliates may be adversely affected by a general deterioration in economic
conditions or a deterioration affecting specific industries, products or geographies: A recession or downturn in the economy or
the deterioration in the economic conditions affecting specific industries, geographic locations and/or products could make it
difficult for the Corporation and its affiliates to originate new business and maintain existing business.


 


12.              
Liquidity Risk: If the Corporation requires new capital, it may need to raise additional funds. If it is unable to
raise such capital, it would need to curtail its growth and its business, and its ability to service or redeem Debentures could
be adversely impacted.


 


In addition, a Subscriber should refer
to the section entitled “Risk Factors” in the most recent Form 10-K filing of the Corporation and any amendments thereto
which are available at www.sec.gov/archives/edgar/data.


 


 




    	 



    	 



    

SCHEDULE “B”


 


DEBENTURE


 


No. D-_______________


 


 


 


 


 


 


NEWGIOCO GROUP, INC.


 


 


 


 


 


 


 


 


 


 


Convertible Debenture due May ____,
2020


 


 


 


 


 


 


 


 


 


 


 


Convertible into Common Shares of


Newgioco Group, Inc.


 


 


 


 


 


 


 


 


 


 


 


 


Holder:_________________________________


 


Amount:_________________________________


 


Commencement Date:May ____, 2018




    	 



    	 



    

TABLE OF CONTENTS


 





	ARTICLE 1 - INTERPRETATION	1
	 	 	 	 
	 	Section 1.1	Definitions	1
	 	Section 1.2	Interpretation not Affected by Headings, etc.	2
	 	Section 1.3	Deemed Notice of Debenture	3
	 	Section 1.4	Applicable Law	3
	 	Section 1.5	Accounting Terms	3
	 	Section 1.6	Day not a Business Day	3
	 	Section 1.7	Currency	3
	 	 	 	 
	ARTICLE 2 - THE DEBENTURE	3
	 	Section 2.1	Terms, Form and Denomination of Debenture	3
	 	Section 2.2	Certification by Company	3
	 	Section 2.3	Replacement of Debenture	3
	 	Section 2.4 	Payment of Principal and Interest	3
	 	Section 2.5	Ownership of Debenture	4
	 	Section 2.6	Redemption of Debenture	4
	 	Section 2.7	Redemption Price	4
	 	Section 2.8	Places of Surrender of the Debenture	4
	 	Section 2.9	Notice of Pre-Payment or Redemption	4
	 	Section 2.10	Cancellation of Retired Debentures	4
	 	 	 	 
	ARTICLE 3 - NO SECURITY	4
	 	 	 	 
	 	Section 3.1	No Security	4
	 	 	 	 
	ARTICLE 4 - DEFAULT AND ENFORCEMENT	5
	 	 	 	 
	 	Section 4.1	Events of Default	5
	 	Section 4.2 	Acceleration of Default	5
	 	Section 4.3	Holder not Obliged to Institute Proceedings	5
	 	Section 4.4	Rights and Remedies Cumulative	5
	 	 	 	 
	ARTICLE 5 - CONVERSION OF DEBENTURES INTO COMMON SHARES	5
	 	 	 	 
	 	Section 5.1	Conversion into Common Shares	5
	 	Section 5.2	Manner of Exercise of Right to Convert into Common Shares	6
	 	Section 5.3	Partial Conversion	6
	 	Section 5.4	Adjustment of Conversion Basis	7
	 	Section 5.5	No Requirement to Issue Fractional Shares	9
	 	Section 5.6	Certificate as to Adjustment	9
	 	Section 5.7	Notice of Special Matters	9
	 	Section 5.8	Company to Reserve Shares	9
	 	Section 5.9	Cancellation of Converted Debentures	9
	 	Section 5.10	Conversion of Legended Debentures	9
	 	 	 	 
	ARTICLE 6 - PARTICULAR COVENANTS OF THE COMPANY	9
	 	 	 	 
	 	Section 6.1	Payment of Principal and Interest	9
	 	Section 6.2	To Carry On Business	10
	 	 	 	 
	ARTICLE 7 - SATISFACTION AND DISCHARGE	10
	 	Section 7.1	Cancellation and Destruction	10
	 	Section 7.2	Payment Set Aside in Trust	10
	 	Section 7.3	Release from Covenants	10
	 	 	 	 
	ARTICLE 8 - SUCCESSOR COMPANIES	10
	 	 	 	 
	 	Section 8.1	Certain Requirements	10
	 	Section 8.2	Vesting of Powers in Successor	10
	 	 	 	 
	ARTICLE 9 - MISCELLANEOUS	11
	 	 	 	 
	 	Section 9.1	Notice to the Holder and to the Company	11










 


 




    	 



    	 



    

THIS DEBENTURE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE
UNDER THE ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER
IS EXEMPT FROM REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.


 


NEWGIOCO GROUP, INC.


(incorporated under the laws of the
State of Delaware)


 


No. D- __________$ ________________


 


Debenture due May ____, 2020


 


 


NEWGIOCO GROUP, INC. (hereinafter
referred to as the “Company”), FOR VALUE RECEIVED, hereby promises to pay to (the “Holder”),
subject to the provisions hereof (the provisions hereof are hereinafter collectively referred to as the “Debenture”),
on May ____, 2020, or on such other date as the principal amount hereof may become due in accordance with the provisions
of the Debenture, on presentation and surrender of this Debenture, the sum of ______________________________ (US$ _____________)
United States Dollars and, subject to the provisions of this Debenture, to pay interest on the principal amount hereof at
the rate of ten (10%) per cent per annum on the Maturity Date (as hereinafter defined), which interest shall be payable
before as well as after maturity and both before and after default and judgment, with interest on amounts in default at the same
rate, and with interest compounding annually all in accordance with the terms and conditions hereof.


 


 


ARTICLE 1 - INTERPRETATION


 


Section 1.1Definitions. In
this Debenture, unless there is something in the subject matter or context inconsistent therewith:


 


“Applicable Laws”
means the laws applicable to the Company at any relevant time;


 


“Business Day”
means a day on which banks are open for business in New York, New York other than a Saturday, Sunday or civic or statutory holiday
in New York, New York;


 


“Commencement Date”
means the effective date of original issue of this Debenture, being May ____, 2018;


 


“Common Shares”
means the shares in the capital stock of the Company designated as common shares in the Company Articles with the voting rights
attached thereto of one (1) vote for each issued and outstanding common share, as such shares exist at the commencement of business
on the Commencement Date; provided that in the event of a subdivision, redivision, reduction, combination, consolidation, reclassification
or other changes thereof, or successive such subdivisions, redivisions, reductions, combinations, consolidations, reclassifications
or other changes, then, subject to adjustments, if any, having been made in accordance with the provisions of Article 5 hereof,
“Common Shares” shall thereafter mean the shares resulting from such subdivision, redivision, reduction,
combination, consolidation, reclassification or other change;


 


“Company”
means Newgioco Group, Inc. and every Successor Corporation which shall have complied with the provisions of Article 8;


 


“Company Articles”
means the Certificate of Incorporation of the Company and any amendments thereof;


 




    	 



    	 



    

“Conversion Basis”
means, at any relevant time, the number of Common Shares which may be obtained upon the conversion of this Debenture pursuant to
Section 5.1, as adjusted up to that time in accordance with Section 5.4;


 


“Conversion Price”
means, at any relevant time, the price per Common Share at which the Holder may obtain Common Shares upon the conversion of this
Debenture pursuant to Section 5.1, being at a price equal to US$0.40 (U.S. Forty Cents) per share at any time up to the Maturity
Date, which may be accelerated by the Corporation if the closing price of the Corporation’s common stock exceeds 200% of
the Conversion Price for a period of 20 trading days in a 30 day period at any time up to the Maturity Date and if there is an
effective Registration Statement registering, or a current prospectus available for, the resale of the common shares issuable on
the conversion as more specifically set out in the Section 5.1(2);


 


“Conversion Ratio”
means the number of Common Shares received on the conversion of the whole or part of this Debenture pursuant to the Conversion
Price;


 


“Corporate Reorganization”
means, in respect of a corporation, any transaction whereby all or substantially all of its undertaking, property and assets would
become the property of any other Person whether by way of arrangement, reorganization, consolidation, amalgamation, merger, transfer,
sale, continuance into any other jurisdiction of incorporation or otherwise;


 


“Date of Conversion”
has the meaning attributed thereto in subsection 5.2(2);


 


“Debenture”
means this Debenture due May ____, 2020 of the Company;


 


“Director”
means a director of the Company for the time being and “Directors” means the board of directors of the
Company or, if duly constituted and whenever duly empowered, the executive committee of the board of directors of the Company for
the time being, and reference to action by the directors means action by the directors of the Company as a board or action by the
said executive committee as such committee;


 


“Event of Default”
has the meaning attributed thereto in Section 4.1;


 


“Maturity Date”
means May ____, 2020;


 


“Offering”
means the offering of up to 7,500 Units by the Company, the initial tranche to close on or about May 25, 2018 which may result
in gross proceeds to the Company of up to US$7,500,000 with each such Unit being comprised of (i) a debenture of the Corporation
in a principal amount of US$1,000 with a term of two (2) years from the date of issuance (the “Maturity Date”)
and bearing interest at the rate of ten (10%) percent per annum (the “Debenture”), (ii) 1,082.25 common
share purchase warrants of the Corporation (the “Warrants”) and (iii) 208 shares of restricted common
stock issued pursuant to an exemption under Rule 144 of the US Securities and Exchange Act (the “Common Shares”).


 


“Person” means
any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or
without share capital, unincorporated association, trust, trustee, estate trustee, or other legal personal representative or other
entity howsoever designated or construed;


 


“Redemption Price”
has the meaning attributed thereto in Section 2.7;


 


“Specified Number of Common
Shares” means the number of Common Shares that results on the conversion of the whole or any part of the Debenture
into Common Shares pursuant to the Conversion Price;


 


“Successor Corporation”
means any corporation continuing from and which acquires all or substantially all of the undertaking, property and assets of the
Company pursuant to any Corporate Reorganization;


 


“Transfer Agent”
means Signature Stock Transfer, Inc. with its office situate at 14673 Midway Road, Suite #220, Addison, Texas 75001, or such other
transfer agent as the Company may, from time to time, appoint with respect to the Debenture by giving written notice to the Holder,
as herein provided.




    	 



    	 



    

 


Section 1.2Interpretation not
Affected by Headings, etc. The division of this Debenture into Articles, sections, subsections and clauses, and the insertion
of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.


 


Section 1.3Deemed Notice of Debenture.
The Holder of this Debenture, and all Persons claiming through or under such Holder, shall be deemed to have notice of, and shall
be bound by, the provisions of this Debenture.


 


Section 1.4Applicable Law.
This Debenture shall be governed by and construed in accordance with the laws of the State of Delaware applicable therein without
reference to any conflicts of law provisions and shall be treated in all respects as a Delaware contract.


 


Section 1.5Accounting Terms.
All accounting terms which are not specifically defined herein shall be construed in accordance with generally accepted accounting
principles of the United States consistently applied.


 


Section 1.6Day not a Business
Day. If any day on or before which any action is required or permitted to be taken hereunder is not a Business Day, then such
action shall be required or permitted to be taken on or before the requisite time on the next succeeding day that is a Business
Day.


 


Section 1.7Currency and Conversion.
Except where otherwise stated, all references to currency herein are expressed in United States Dollars.


 


 


ARTICLE 2 - THE DEBENTURE


 


Section 2.1Terms, Form and Denomination
of Debenture.


 


		(a)	This Debenture shall be designated as a “Debenture due May _____, 2020”.



 


		(b)	The outstanding principal amount of this Debenture shall bear interest from and including the Commencement
Date to but excluding the Maturity Date, as applicable, at the rate of ten (10%) per cent per annum compounded annually and payable
on the Maturity Date, provided that the Company may prepay at any time the whole or any part of this Debenture in accordance with
Section 2.4(d).



 


Section 2.2Certification by Company.
This Debenture shall not be obligatory or entitle the Holder to the benefit hereof until it has been executed by or on behalf of
the Company and certified by the Transfer Agent, and certification by the Transfer Agent of any Debenture shall be conclusive evidence
as against the Company that this Debenture so certified has been duly issued and is a valid obligation of the Company and that
the Holder is entitled to the benefit hereof.


 


Section 2.3Replacement of Debenture.


 


		(a)	In case this Debenture shall be mutilated, defaced, lost, destroyed or stolen, the Company, subject
to Applicable Laws, shall issue and the Transfer Agent shall certify and deliver a new Debenture of like date and tenor as the
one mutilated, defaced, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such Debenture and in
lieu of and in substitution for such mutilated, defaced, lost, destroyed or stolen Debenture, and the new Debenture shall be entitled
to the benefit hereof and rank equally in accordance with its terms with all other Debenture.



 


		(b)	Upon the application for the issue of a new Debenture pursuant to this Section 2.3, the Holder
shall bear the costs of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue
thereof, provide to the Transfer Agent such evidence of ownership and of the loss, destruction or theft of the Debenture so lost,
destroyed or stolen as shall be satisfactory to the Transfer Agent and the Company in their discretion and the Holder may also
be required to provide an indemnity in amount and form satisfactory to the Transfer Agent and the Company in their discretion.





    	 



    	 



    

 


Section 2.4Payment of Principal
and Interest.


 


		(a)	The principal and interest of this Debenture will be payable when due in United States Dollars
by check payable to the Holder or, at the Holder’s option, will be payable by wire transfer to such account and at such location
as may be specified by written notice from the Holder to the Company given not less than ten (10) Business Days prior to the date
of payment. For greater certainty, any such payment by wire transfer in accordance with the Holder’s specifications shall
satisfy and fully discharge the Company’s obligations in respect thereof.



 


		(b)	The interest on this Debenture shall be due and payable on the Maturity Date and is compounded
annually on the anniversary date of its issuance.



 


		(c)	Subject to the other provisions herein, the outstanding principal amount of this Debenture and
all accrued interest shall be repaid by check or wire transfer on the Maturity Date against presentation and surrender hereof at
the offices of the Transfer Agent in the Town of Addison, Texas, or as otherwise agreed in writing between the Company and the
Holder.



 


		(d)	Provided that the Common Shares issuable to the Holder on conversion of this Debenture in whole
or in part would be free trading without resale restrictions or statutory hold periods if the Holder elected to exercise the right
of conversion in Article 5 the outstanding principal and accrued interest under this Debenture may be prepaid in whole or in part
at any time or times by giving not less than ten (10) Business Days prior written notice from the Company to the Holder as set
forth in Section 2.9 of the proposed date of pre-payment (the “Pre-Payment Date”), without bonus or penalty,
provided (i) that the Holder shall receive a minimum payment on account of interest that is equal to five (5) months interest,
and (ii) the Holder shall have the right to convert the whole or any part of the principal and the accrued and unpaid interest
into Common Shares of the Company in accordance with Article 5 prior to the Pre-Payment Date.



 


Section 2.5Ownership of Debenture.
The Person in whose name this Debenture is registered shall for all the purposes of this Debenture be and be deemed to be the owner
thereof and payment of or on account of the principal or the interest thereon shall be made, subject to any express provisions
hereof to the contrary, only to or upon the order in writing of such Person.


 


Section 2.6Redemption of Debentures.
Provided that the Common Shares issuable to the Holder on conversion of this Debenture in whole or in part would be free trading
without resale restrictions or statutory hold periods if the Holder elected to exercise the right of conversion in Article 5, this
Debenture shall be redeemable by the Company at any time or times prior to the Maturity Date on not less than ten (10) Business
Days prior written notice from the Company to the Holder as set forth in Section 2.9 of the proposed date of redemption (the “Redemption
Date”), without bonus or penalty, provided, however, that prior to the Redemption Date, the Holder shall have the right
to convert the whole or any part of the principal and accrued and unpaid interest of this Debenture into Common Shares of the Company
in accordance with Article 5.


 


Section 2.7Redemption Price.
The price payable by the Company on the redemption of the Debentures shall be equal to the principal amount of the Debentures to
be redeemed, together with accrued and unpaid interest in the form of cash on the principal amount of the Debentures to be redeemed,
to but excluding the Maturity Date (the applicable price, including accrued and unpaid interest in the form of cash, at which Debentures
may be redeemed being referred to as the “Redemption Price”).


 


Section 2.8Places of Surrender
of the Debenture. The Redemption Price of this Debenture shall be payable in cash upon presentation and surrender of this Debenture
at the principal office of the Transfer Agent in Addison, Texas, and/or at such other places (if any) as may be specified by the
Company in the notice of redemption or as otherwise agreed in writing only between the Company and the Holder.


 


Section 2.9Notice of Pre-Payment
or Redemption. The Company shall provide the Holders with at least ten (10) Business Days of a notice of pre-payment or a notice
of redemption if such pre-payment or redemption is




    	 



    	 



    

occurring prior to the Maturity Date
in compliance with Sections 2.4 (d) and 2.6. No notice of redemption of this Debenture need be given by the Company to the Holders
for the redemption of this Debenture on the Maturity Date.


 


Section 2.10Cancellation of Retired
Debentures. All Debentures redeemed by the Company under the provisions of this Article 2 shall be forthwith cancelled and
shall not be reissued.


 


 


ARTICLE 3 - NO SECURITY


 


Section 3.1No Security. This
Debenture is an unsecured obligation of the Company and shall rank pari passu with each of the other debentures issued by the Company
as part of the Offering irrespective of the date of issue of such debentures.


ARTICLE 4 - DEFAULT AND ENFORCEMENT


 


Section 4.1Events of Default.
Each of the following events is herein sometimes referred to as an “Event of Default”:


 


		i.	default in the payment of any principal or interest on this Debenture as and when the same shall
become due and payable, and continuance of such default for a period of five (5) Business Days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have been given by the Holder;



 


		ii.	the institution of bankruptcy or insolvency proceedings against the Company, or the institution
of proceedings seeking reorganization or winding-up of the Company or any other bankruptcy, insolvency or analogous laws, or the
issuing of sequestration or process of execution against the Company or any substantial part of its property, or the appointment
of a receiver or manager of the Company or of any substantial part of its property, and, in each case, the continuance of any such
proceedings unstayed, undischarged and in effect for a period of fifteen (15) days from the date thereof; or



 


		iii.	the institution by the Company of proceedings to be adjudicated bankrupt or insolvent, or the consent
by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it, or the passing of a resolution
authorizing the filing by it, of a petition or answer or consent seeking reorganization or relief under bankruptcy laws or any
other bankruptcy, insolvency or analogous laws, or the consent by it to the filing of any such petition or to the appointment of
a receiver of the Company or of any substantial part of its property, or the making by it of a general assignment for the benefit
of creditors, or the Company’s admitting in writing its inability to pay its debts generally as they become due or taking
corporate action in furtherance of any of the aforesaid purposes.



 


Section 4.2Acceleration of Default.
In case any Event of Default has occurred and is continuing, the Holder may in his, her or its discretion, declare the principal
of and interest on this Debenture and other moneys payable hereunder to be due and payable and, the same shall forthwith become
immediately due and payable to the Holder and the Company shall forthwith pay to the Holder the principal of and accrued and unpaid
interest on this Debenture with such interest to be paid in cash not Common Shares and all other moneys payable hereunder together
with subsequent interest thereon, at the rate borne by this Debenture, from the date of the said declaration until payment is received
by the Holder, such subsequent interest to be payable in cash not Common Shares at the times and places in and according to the
tenor of the Debenture.


 


Section 4.4Holder not Obliged
to Institute Proceedings. The Holder shall not be liable or accountable for any failure to enforce the rights and remedies
of the Holder herein and shall not be bound to institute proceedings for the purpose of collecting, enforcing or realizing the
same for the purpose of preserving any right of the Holder, the other Holders, the Company or any other Person in respect of the
same.


 


Section 4.6Rights and Remedies
Cumulative. All rights and remedies of the Holder set out in this Debenture




    	 



    	 



    

shall be cumulative and no right or
remedy contained herein is intended to be exclusive but each shall be in addition to every other right and remedy contained herein
or in any existing or future security document or now or hereafter existing at law or in equity or by statute. The taking of a
judgment or judgments with respect to any of the obligations hereby secured shall not operate as a merger of any of the covenants
contained in this Debenture.


 


ARTICLE 5 - CONVERSION OF DEBENTURES
INTO COMMON SHARES


 


Section 5.1Conversion into Common
Shares.


 


(1)               
Upon and subject to the provisions, conditions and adjustments of this Article 5, the Holder of this Debenture shall have
the right, at his, her or its option, at any time prior to the Close of Business on the last Business Day immediately preceding
the Maturity Date, to obtain, in respect of each one thousand ($1,000) dollars principal amount of this Debenture converted, the
Specified Number of Common Shares, to be issued as fully paid and non-assessable shares from treasury, the subscription price for
such Common Shares to be paid and satisfied by the surrender by the Holder to the Transfer Agent of all or any integral multiple
of one thousand ($1,000) dollars of this Debenture provided, for greater certainty if any Debenture shall fail to be redeemed on
the Maturity Date when such redemption was required to be made, the right to convert into Common Shares under this Section 5.1
shall again apply. Provided, however, the Corporation may accelerate this right of conversion on at least ten (10) Business Days
prior written notice to the Holder (“Notice of Acceleration”) if (i) the Common Shares of the Corporation issuable
on such conversion are free-trading and not subject to resale restrictions or statutory hold periods and (ii) the closing price
of the Corporation’s Common Shares exceeds two hundred (200%) per cent of the Conversion Price for a period of twenty (20)
trading days in a thirty (30) day period. In the event of the issuance of a Notice of Acceleration, the Holder shall have the right
to convert the whole or any part of the principal and the accrued and unpaid interest of this Debenture into Common Shares of the
Corporation in accordance with Article 5 prior to the date specified in the Notice of Acceleration.


 


(2)               
The right of conversion pursuant to this Article 5 shall extend only to the maximum number of whole Common Shares into which
the aggregate principal amount and accrued interest of this Debenture surrendered in exercise of the conversion rights at any one
time that may be obtained in accordance with the provisions of subsection 5.1(1). Fractional interests in Common Shares shall be
adjusted for in the manner provided in Section 5.5.


 


(3)               
Except as otherwise permitted under Section 4(a)(1) under the 1933 Act, as a result of the application of Rule 144 promulgated
thereunder, shares of common stock issued upon the conversion of this Debenture shall be issued with the following, or a comparable,
legend:


 


THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


Section 5.2Manner of Conversion
of Right to Convert into Common Shares.


 


(1)               
The Holder of a Debenture desiring to exercise his, her, its rights under Section 5.1 in whole or in part to convert into
Common Shares shall surrender such Debenture to the Transfer Agent at its office in the Town of Addison, Texas, together with the
provided conversion form attached hereto or any other written notice in a form satisfactory to the Transfer Agent acting in its
sole discretion, in either case duly executed by the Holder or his, her or its estate trustees, legal representatives, or attorney
duly appointed by an instrument in writing in the form attached to this Debenture and executed in a manner satisfactory to the
Transfer Agent, exercising his, her or its right to convert into Common Shares in accordance with the provisions of this Article
5. Thereupon, the Holder, subject to compliance with all reasonable requirements of the Transfer Agent, shall be entitled to be
entered in the books of the Company as at the Date of Conversion (or such later date as is specified in subsection 5.2(2)), as
the




    	 



    	 



    

holder of the number of Common Shares
specified in subsection 5.2(1) and, within 3 Business Days, the Company shall deliver or cause to be delivered to the Holder or,
subject as aforesaid, his, her or its nominee or assignee, (a) a certificate or certificates for such Common Shares or electronic
delivery through the DTC-DWAC system; (b) certificates for Common Shares with respect to the interest payment pursuant to Section
2.4; and, (c) if applicable, a check for any amount payable under Section 5.5. The Debenture or the portion hereof that is surrendered
to the Company in payment for Common Shares shall be cancelled.


 


(2)               
For the purposes of this Article 5, a Debenture shall be deemed to be surrendered in exercise of conversion rights under
Section 5.1 on the date (the “Date of Conversion”) on which it is so surrendered in accordance with the
provisions of this Article 5 and, in the case of a Debenture so surrendered by post or other means of transmission, on the date
on which it is received by the Transfer Agent at its office designated in subsection 5.2(1). If a Debenture is surrendered upon
conversion into Common Shares in accordance with the provisions of this Article 5 on any day on which the Transfer Agent is closed,
the Person entitled to receive Common Shares upon the exercise of conversion rights hereunder shall become the shareholder of record
of such Common Shares as at the date on which the Transfer Agent is next open.


 


Section 5.3Partial Conversion.


 


(1)               
The conversion rights under Section 5.1 may be exercised with respect to any part of this Debenture, provided such part
is an integral multiple of one thousand ($1,000) dollars and all accrued and unpaid interest thereon, and all references in this
Debenture to exercise of conversion rights and surrender of this Debenture in payment of the subscription price of Common Shares
shall be deemed to include exercise of conversion rights with respect to any such part.


 


(2)               
The Holder of any Debenture of which part only is transferred to the Company in payment of the subscription price of Common
Shares shall, upon the exercise of his, her or its right to convert into Common Shares or the right of the Company to require such
conversion surrender such Debenture to the Transfer Agent and the Transfer Agent shall cancel the same and shall, without expense
to the Holder, forthwith certify, and deliver to the Holder a new Debenture or Debentures identical in all material respects to
this Debenture, but in an aggregate principal amount of the Debenture so surrendered with respect to which the Holder has not exercised,
his, her or its conversion rights.


 


Section 5.4Adjustment of Conversion
Basis.


 


(1)               
If and whenever the Company shall (i) subdivide or redivide the outstanding Common Shares into a greater number of shares
(ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares; or (iii) issue any Common Shares
(or securities convertible into or exchangeable for Common Shares) to the holders of all or substantially all of the outstanding
Common Shares or any other class of shares of the Company by way of a stock dividend (other than the issuance of Common Shares
as interest payments on the Debentures), the number of Common Shares which may be obtained pursuant to Section 5.1 for each one
thousand ($1,000) dollars principal amount of this Debenture as of the effective date of such subdivision, redivision, reduction,
combination or consolidation or on the record date for such issue of Common Shares (or securities convertible into or exchangeable
for Common Shares) by way of a stock dividend, as the case may be, shall be increased, in the case of the events referred to in
(i) and (iii) above, in the proportion which the number of Common Shares outstanding after such subdivision, redivision or dividend
bears to the number of Common Shares outstanding before such subdivision, redivision or dividend, or shall be decreased, in the
case of the events referred to in (ii) above, in the proportion which the number of Common Shares outstanding after such reduction,
combination or consolidation bears to the number of Common Shares outstanding before such reduction, combination or consolidation.
Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date fixed for such
stock dividend for the purpose of calculating the number of outstanding Common Shares under this subsection 5.4(1) or subsection
5.4(2), (3) or (4) and, in the case where securities convertible into or exchangeable for Common Shares are distributed, shall
include the number of Common Shares that would have been outstanding had such securities been converted into Common Shares on such
record date.


 


(2)               
If at any time while the debentures are outstanding the Company shall fix a record date for the issuance of




    	 



    	 



    

rights, options or warrants to all or
substantially all of the holders of its outstanding Common Shares or any other class of shares of the Company, entitling them to
subscribe for or purchase Common Shares (or securities exchangeable for or convertible into Common Shares or a combination of Common
Shares and such exchangeable or convertible securities) at a price per share (or having a conversion or exchange price per share)
less than the Conversion Price, the number of Common Shares which may be obtained pursuant to Section 5.1 for each one thousand
($1,000) dollars principal amount of this Debenture shall be adjusted immediately after such record date by multiplying the Conversion
Basis in effect on such record date by a fraction, (i) the numerator of which shall be the total number of Common Shares outstanding
on such record date plus the total number of Common Shares offered for subscription or purchase (or into which the convertible
or exchangeable securities so offered are convertible or exchangeable), and (ii) the denominator of which shall be the total number
of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the
aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion
or exchange price of the convertible securities so offered) by the Conversion Price; to the extent that any such rights, options
or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the number
of Common Shares which may be obtained pursuant to Section 5.1 for each one thousand ($1,000) dollars principal amount of this
Debenture shall be re-adjusted to that which would then be in effect based upon the number of Common Shares (or securities convertible
into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may
be.


 


(3)               
If and whenever the Company shall fix a record date for the making of a distribution (other than any distributions constituting
dividends paid in the ordinary course) to all or substantially all the holders of its outstanding Common Shares or any other class
of shares of the Company of (i) shares of the Company of any class other than Common Shares, or (ii) rights, options or warrants
or other securities of the Company which are convertible into or exchangeable for Common Shares (excluding those referred to in
subsection 5.4(2); or (iii) evidences of its indebtedness (excluding those referred to in subsection 5.4(2); or (iv) property or
other assets of the Company or any Subsidiary of the Company, then, in each such case, the number of Common Shares which may be
obtained pursuant to Section 5.1 for each one thousand ($1,000) dollars principal amount of the Debenture shall be adjusted immediately
after such record date by multiplying the Conversion Basis in effect on such record date by a fraction (v) the numerator of which
shall be the total number of Common Shares outstanding on such record date multiplied by the Conversion Price, and (vi) the denominator
of which shall be the total number of Common Shares outstanding on such record date multiplied by the Conversion Price less the
fair market value (as determined by the Directors, subject to the approval of any regulatory body having jurisdiction over the
Company, which determination, absent manifest error, shall be conclusive) of such shares or rights, options or warrants or evidences
or indebtedness or assets so distributed; any Common Shares owned by or held for the account of the Company or any Subsidiary of
the Company shall be deemed not to be outstanding for the purpose of any such computation to the extent that such distribution
is not so made, the number of Common Shares which may be obtained pursuant to Section 5.1 for each one thousand ($1,000) dollars
principal amount of this Debenture shall be re-adjusted to that which would then be in effect if such record date had not been
fixed or to that which would then be in effect if such record date had not been fixed or to that which would then be in effect
based upon such share or rights, options or warrants or other securities or evidences of indebtedness or property or other assets
actually distributed, as the case may be.


 


(4)               
In case of the reclassification of the Common Shares at any time outstanding (other than any subdivision, redivision, reduction,
combination of consolidation of Common Shares into a greater or lesser number of Common Shares) or change of the Common Shares
into other shares, or in case of a Corporate Reorganization of the Company, (other than a Corporate Reorganization which does not
result in a reclassification of the outstanding shares), the Holder of the Debenture if he, she or it shall thereafter exercise
his, her or its rights to obtain Common Shares under Section 5.1, in whole or in part, shall be entitled to receive, and shall
accept, in lieu of the number of Common Shares to which he, she or it was therefore entitled upon exercise of such conversion rights,
the kind and amount of shares and other securities or property which such Holder would have been entitled to receive as a result
of such reclassification, change or Corporate Reorganization, as the case may be, if on the effective date thereof, he, she or
it had been the registered holder of the number of Common Shares to which he, she or it was theretofore entitled upon exercise
of such Holder’s rights to obtain Common Shares under Section 5.1. If necessary, appropriate adjustments shall be made in
the application of the provisions set forth in this Article 5 with respect to the rights and interests thereafter of the Holder
to the end that the provisions set forth in this Article 5 shall thereafter




    	 



    	 



    

correspondingly be made applicable as
nearly as may be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise its
rights to obtain Common Shares under Section 5.1. Any such adjustments shall be approved by the Directors, subject to the approval
of any regulatory body having jurisdiction over the Company, and shall be set forth in a notice given to the Holder in accordance
with Article 9 hereof and, absent manifest error, shall for all purposes be conclusively deemed to be an appropriate adjustment.


 


(5)               
In any case in which this Section 5.4 shall require that an adjustment shall become effective immediately after a record
date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Holder the additional
Common Shares issuable by reason of the adjustment upon a conversion pursuant to Section 5.1 made after such record date and before
the occurrence of such event. The Company shall deliver or cause to be delivered to the Holder in any such case an appropriate
instrument evidencing the Holder’s right to receive such adjustment and the right to receive any distributions made on such
additional Common Shares declared in favour of holders of record of Common Shares on and after the Date of Conversion or such later
date as such holder would, but for the provisions of this subsection 5.4(5), have become the holder of record of such additional
Common Shares pursuant to subsection 5.2(2).


 


(6)               
The adjustments provided for in this Section 5.4 are cumulative, shall in the case of the resulting adjustments to the Conversion
Price be computed to the nearest one-tenth (1/10th) of one (1) cent and shall apply to successive subdivisions, redivisions, reductions,
combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section
5.4. Notwithstanding any other provision of this Section 5.4, no adjustment of the Conversion Basis and Conversion Price shall
be required in respect of any such event unless such adjustment would require an increase or decrease of at least one (1%) per
cent in the Conversion Basis then in effect. Any adjustments which by reason of the preceding sentence of this subsection 5.4(6)
are not required to be made shall be carried forward and taken into account on any subsequent adjustment.


 


(7)               
If any questions arise with respect to the adjustments provided in this Section 5.4 and except with respect to matters where
a decision of the Directors is expressly stated herein to be conclusive, such questions shall be determined by the Company’s
Auditors, subject to the consent of any regulatory body having jurisdiction over the Company and such determination, absent manifest
error, shall be binding upon the Company and the Holder.


 


Section 5.5No Requirement to
Issue Fractional Shares. The Company shall not be required to issue fractional Common Shares upon the conversion rights pursuant
to this Article 5. If any fractional interest in a Common Share would, except for the provisions of this Section 5.5, be deliverable
upon the conversion of any principal amount of Debentures, the Company shall, in lieu of delivering any certificate of such fractional
interest, satisfy such fractional interest by paying to the Holder of such surrendered Debentures an amount of lawful money of
United States equal (computed to the nearest whole cent, and one-half of a cent being rounded up) to the appropriate fraction of
the deemed value of a Common Share.


 


Section 5.6Certificate as to
Adjustment. The Company shall from time to time immediately after the occurrence of an event which requires an adjustment or
readjustment as provided in Section 5.4, deliver a certificate of the President of the Company to the Holder, and the Transfer
Agent specifying the event requiring such adjustment or re-adjustment and the results thereof, including detailed calculations
and, upon giving such certificate, such adjustment or readjustment shall be conclusive and binding on all parties in interest.
No such notice need be given under this Section 5.6 if the Company has given notice under Section 5.7 covering all the relevant
facts in respect of such event.


 


Section 5.7Notice of Special
Matters. The Company agrees that so long as any Debenture remains outstanding, it will give notice to the Holder, in the manner
provided in Article 9, and the Transfer Agent of its intention to fix a record date for any event mentioned in Section 5.4 which
may give rise to an adjustment in the Conversion Basis, and, in each case, such notice shall specify the particulars of such event
and the record date and the effective date for such event. Such notice shall be given not less than fourteen (14) days prior to
such applicable record date.


 


Section 5.8Company to Reserve
Shares. The Company agrees that it will reserve and keep available out of its authorized Common Shares and solely for the purpose
of issue upon exercise of conversion rights under the




    	 



    	 



    

Debentures as provided in this Article
5, the maximum number of Common Shares as shall then be issuable upon the exercise of the conversion rights under Section 5.1 inclusive
of the obligations of the Company to pay interest on the Debentures in the form of Units.


 


Section 5.9Cancellation of Converted
Debentures. Subject to subsection 5.3(2), all Debentures with respect to which the conversion rights under the provisions of
this Article 5 are exercised shall be immediately cancelled.


 


Section 5.10Conversion of Legended
Debentures. Upon the exercise of conversion rights under Debentures bearing a legend, the certificates representing the Common
Shares issued upon exercise of the conversion rights under such Debentures and all certificates issued in exchange therefor or
in substitution thereof, shall bear such legend as is determined to be required for compliance with Applicable Laws, or the requirements
of a securities regulatory authority, if any.


 


 


ARTICLE 6 - PARTICULAR COVENANTS OF
THE COMPANY


 


Section 6.1Payment of Principal
and Interest. The Company will duly and punctually pay or cause to be paid to the Holder, the principal of and interest on
the Debentures of which he, she or it is the Holder, on the dates, at the places and in the manner provided for in this Debenture.


 


Section 6.2To Carry On Business.
Subject to the express provisions hereof, the Company will carry on and conduct its business in a proper and efficient manner (which
shall include, without limitation, the maintenance of books of account in accordance with International Financial Reporting Standards
consistently applied) and, subject to the express provisions hereof, it will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence.


 


 


ARTICLE 7 - SATISFACTION AND DISCHARGE


 


Section 7.1Cancellation and Destruction.
All matured Debentures, forthwith after payment thereof, shall be cancelled by the Transfer Agent and delivered to or to the order
of the Company. All Debentures cancelled or required to be cancelled under this or any other provision of this Debenture may be
destroyed by the Company.


 


Section 7.2Payment Set Aside
in Trust.


 


(1)               
The Company shall be entitled to set aside in trust any moneys to be applied to the payment of the principal of the Debentures
with the Bank to be paid to the Holder of this Debenture upon due presentment and surrender thereof in accordance with the provisions
of this Debenture.


 


(2)               
Upon the Company, pursuant to this Section 7.2, setting aside in trust any moneys to be applied to the payment of the principal
of the Debentures, the principal represented by each Debentures in respect of which such moneys have been so set aside shall be
deemed to have been paid and the Holder thereof shall thereafter have no right in respect thereof except that of receiving payment
in accordance with subsection 7.2(1) of the moneys so set aside by the Company (without interest on such monies), upon due presentment
and surrender hereof, subject always to the provisions of Section 7.3.


 


Section 7.3Release from Covenants.
Upon the principal of all the Debentures and interest thereon and other moneys payable hereunder have been paid or satisfied, the
Holder shall, at the request and at the expense of the Company, execute and deliver to the Company such deeds or other instruments
as shall be requisite to release the Company from its covenants contained herein.


 


 


ARTICLE 8 - SUCCESSOR COMPANIES


 


Section 8.1Certain Requirements.
The Company shall not enter into any Corporate Reorganization, unless:




    	 



    	 



    

 


		i.	the Successor Company shall execute, prior to or contemporaneously with the consummation of such
Corporate Reorganization, such instruments as are necessary or advisable to evidence the assumption by the Successor Company of
all of the obligations of the Company, as the case may be, under this Debenture;



 


		ii.	such Corporate Reorganization shall be upon such terms as to preserve and not to impair any of
the rights and powers of the Holder hereunder; and



 


		iii.	no condition or event shall exist as to the Company or the Successor Company either at the time
of or immediately after such Corporate Reorganization and after giving full effect thereto or immediately after the Successor Company
complying with the provisions of subsection 8.1(i) above which constitutes or would constitute an Event of Default hereunder.



 


Section 8.2Vesting of Powers
in Successor. Whenever the conditions of Section 9.1 have been duly observed and performed, the Successor Company shall possess
and from time to time may exercise each and every right and power of the Company, under this Debenture in the name of the Company
or otherwise and any act or proceeding by any provision of this Debenture required to be done or performed by the directors or
any officers of the Company may be done and performed with like force and effect by the directors or the like officer or officers
of such Successor Company.


 


 


ARTICLE 9 - MISCELLANEOUS


 


Section 9.1Notice to the Holder
and to the Company.


 


Any notice in writing required or permitted
to be given hereunder shall be sufficiently given if delivered personally or mailed by registered mail, postage prepaid, addressed
as follows:


 


To the Company at:130
Adelaide St. W.


Suite 701


Toronto,
Ontario


M5H 2K4


 


Attention:Michele Ciavarella,
C.E.O.


 


 


To the Holder at:___________________________


 


___________________________


 


___________________________


 


In all cases with a copy to:Signature
Stock Transfer, Inc.


14673 Midway
Road, Suite #220,


Addison,
Texas 75001


 


Attention:Jason M. Bogutski,
President


 


 


Any such notice given by personal delivery
shall conclusively be deemed to be received on the date of the actual delivery thereof and when given by registered mail, shall
conclusively be deemed to be received on the seventh (7th) Business Day following the date of mailing. When any party giving ay
notice knows, or ought to know, of any disruption in the operation of the postal system which may affect the delivery of mail in
the ordinary course, any such notice shall not be mailed but shall be given by personal delivery.




    	 



    	 



    

 


Any party may at any time give notice
in writing to the other party of any change of address of the party giving such notice, and from and after the giving of such notice,
the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder.


 


 


______________________________________________________


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Company
has caused this Debenture to be signed by its proper officer on its behalf as of the ____ day of May, 2018.


 


NEWGIOCO GROUP, INC.


 


 


by: ______________________


Name:Michele Ciavarella


Title:C.E.O.


 


Certified countersigned and


registered by the Transfer Agent:


 


 


SIGNATURE STOCK TRANSFER, INC.


 


 


by: ______________________


Name:Jason M. Bogutski


Title:President


 


 




    	 



    	 



    

FORM OF ELECTION OF CONVERT


The undersigned
hereby irrevocably elects to convert $____________________ [must be a multiple of $1,000] of the principal represented by
the attached Debenture and accrued and unpaid interest thereon into Common Shares of the Company issuable upon the said conversion,
and requests that certificates for such shares be issued and delivered as follows:


ISSUE TO:____________________________________________________________________


(NAME)


 


______________________________________________________________________________


(ADDRESS, INCLUDING ZIP CODE)


 


______________________________________________________________________________


( SSN/TIN/EIN
OR OTHER
IDENTIFICATION
NUMBER)


 


 


DELIVER TO:_________________________________________________________________


(NAME)


 


at____________________________________________________________________________


(ADDRESS, INCLUDING ZIP CODE)


 


 


If
the amount of the principal of the Debenture being
converted is less
than the total principal of the Debenture, the
undersigned
requests
that a new Debenture representing
the principal not converted be issued
and delivered
as follows:


 


ISSUE TO:____________________________________________________________________


(NAME)


 


______________________________________________________________________________


(ADDRESS, INCLUDING ZIP CODE)


 


______________________________________________________________________________


( SSN/TIN/EIN
OR OTHER
IDENTIFICATION
NUMBER)


 


 


DELIVER TO:_________________________________________________________________


(NAME)


 


______________________________________________________________________________


(ADDRESS, INCLUDING ZIP CODE)


 


Date: _______________________________________________________


Signature


 


(Signature must conform
in all respects to name of holder as specified on the face of the Debenture.)


 


PLEASE
INSERT
SSN/TIN OR EIN
OF HOLDER __________________________


 




    	 



    	 



    

SCHEDULE “C”


 


COMMON SHARE PURCHASE WARRANT CERTIFICATE


 


No. ____________


 


Certificate for ______________ Warrants


 


 


 


 


NOT EXERCISABLE AFTER 5:00 P.M.,


EASTERN STANDARD TIME, ON MAY ____,
2020


 


 


 


 


NEWGIOCO GROUP, INC.


 


 


COMMON SHARE PURCHASE WARRANT CERTIFICATE


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


THIS CERTIFICATE
CERTIFIES THAT _______________________________or its registered assigns is the registered holder (the “Holder”)
of the number of Warrants set forth above, each of which represents the right to purchase, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after November ___, 2018 (the “Initial Exercise
Date”) one (1) fully paid and non-assessable common share (the “Common Share”) of NEWGIOCO
GROUP, INC., a corporation organized under the laws of the State of Delaware (the “Company”), at
the Exercise Price (as hereinafter defined), by surrendering this Warrant Certificate, with the form of Election to Exercise attached
hereto duly executed and by paying in full the Exercise Price (the Common Shares issuable upon exercise of the Warrants being referred
to herein as (the “Warrant Shares”) at the principal office of the Company as set forth below. No Warrant
may be exercised after 5:00 P.M., Eastern Standard Time, on May ____, 2020 (the “Expiration Date”). All
Warrants evidenced hereby shall thereafter become void.


 


At any time or times
on or after the Initial Exercise Date and on or prior to the Expiration Date, subject to any applicable laws, rules or regulations
restricting transferability and to any restriction on transferability that may appear on this Warrant Certificate, the Holder shall
be entitled to transfer this Warrant Certificate, in whole or in part, upon surrender of this Warrant Certificate at the principal
office of the Company with the form of assignment set forth hereon duly executed. Upon any such transfer, a new Warrant Certificate




    	 



    	 



    

or Warrant Certificates representing
the same aggregate number of Warrant Shares will be issued in accordance with instructions in the form of assignment.


 


		1.	Exercise of the Warrants



 


(a)               
Cash Exercise. Subject to Section 1. (d), at any time or times on or after the Initial Exercise Date and on or prior
to the Expiration Date, the Holder shall be entitled to exercise some or all of the Warrants represented by this Warrant Certificate
and purchase an equal number of Common Shares upon surrender of this Certificate at the principal office of the Company, together
with:


 


(i)       the
form of Election to Purchase annexed hereto duly executed; and


 


(ii)       a
certified check, bank draft or wire transfer of funds, payable at par, in United States currency, to or to the order of the Company,
in the amount of the Exercise Price per Warrant (as hereinafter determined) multiplied by the number of Warrants being so converted.


 


The exercise price per Warrant to be
exercised shall be at a price equal to US$0.50 (U.S. Fifty Cents) (the “Exercise Price”).


 


(b)              
Cashless Exercise. Subject to Section 1. (d), if and only if at any time after the Initial Exercise Date, there is no
effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder,
then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)]
by (A), where:


 


(A) = the last VWAP immediately
preceding the time of delivery of the Form of Election of Purchase giving rise to the applicable “cashless exercise”,
as set forth in the applicable Form of Election of Purchase (for the avoidance of doubt, the “last VWAP” will be the
VWAP as calculated over the preceding five (5) Trading Days such that, in the event that this Warrant is exercised at a time that
the Trading Market is open, the VWAP over the prior five (5) Trading Days shall be used in this calculation);


 


(B) = the Exercise Price of
this Warrant, as adjusted hereunder; and


 


(X) = the number of Warrant
Shares being exercised under this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash
exercise rather than a cashless exercise.


 


If Warrant Shares are issued in such
a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant
Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised
may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section
1(b).


 


“VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding
date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent




    	 



    	 



    

bid price per share of the Common Shares
so reported, or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser
selected in good faith by the stockholders of a majority in interest of the securities of the Company then outstanding and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Trading Market” means
the stock exchange or market in the United States on which the Common Shares are listed or quoted.


 


“Trading Days” means
a date on which a Trading Market is open for the conduct of trading.


 


(c)               
Partial Exercise. Upon the exercise of less than all of the Warrants to purchase the Common Shares evidenced by this
Warrant Certificate, there shall be issued to the Holder a new Warrant Certificate in respect of the Warrants not exercised.


 


(d)              
Acceleration. If at any time after the Initial Exercise Date, there is an effective Registration Statement registering,
or a current prospectus available for, the resale of the Warrant Shares by the Holder and the closing price of the Company’s
Common Shares exceeds two hundred (200%) per cent of the Exercise Price for a period of twenty (20) trading days in a thirty (30)
day period, the Corporation may accelerate the time in which to exercise the Warrants by giving at least ten (10) business days
prior written notice to the Holder of such acceleration and the Holder may exercise the Warrants prior to the date specified in
such notice of acceleration.


 


		2.	Fractional Shares



 


The Company shall
not be required to issue fractional shares upon the exercise of some or all of the Warrants represented by this Warrant Certificate.


 


		3.	Limitation



 


This Warrant Certificate
shall not entitle the Holder to any of the rights of a shareholder of the Company, including, without limitation, the right to
vote, to receive dividends and other distributions, or to attend or receive any notice of meetings of stockholders or any other
proceedings of the Company.


 


		4.	Registration of Warrant Certificates



 


The Company shall
number and register the Warrant Certificates in a warrant register maintained by the Company as they are needed. The Company may
deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof for all purposes. Upon request
by a Holder requesting such information for the purpose of obtaining a consent, waiver or other action of Holders, the Company
will notify that Holder as to the identity and address of record of the other Holders.


 


		5.	Transfer of Warrant Certificate and Warrant Shares



 


		(1)	The Company shall from time to time register the transfer of any outstanding Warrant Certificates
in the warrant register upon surrender thereof accompanied by a written instrument or instruments of transfer in form reasonably
satisfactory to the Company duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney. Upon any such registration of transfer, the Company shall issue as promptly as practicable in
any event within three (3) Business Days (as hereinafter defined) after receipt of such notice of transfer of a new Warrant Certificate
to the transferee(s). As used in the Warrant Certificate, the term “Business Day” means any day which
is not a Saturday, Sunday or statutory holiday in the City of New York.



 




    	 



    	 



    

		(2)	Warrant Certificates may be exchanged at the option of the Holder(s) thereof when surrendered to
the Company at the address set forth herein for another Warrant Certificate or Warrant Certificates of like tenor and representing
the right to purchase in the aggregate a like number of Warrant Shares; provided that the Company shall not be required to issue
any Warrant Certificates representing any fractional Warrant Shares.



 


		(3)	The Company shall pay all expenses, taxes and other charges payable in connection with the preparation,
issuance and delivery of new Warrant Certificates, including, without limitation, any transfer or stamp taxes.



 


		6.	Lost, Stolen, Mutilated or Destroyed Warrant Certificates



 


If any Warrant Certificate
shall be mutilated, lost, stolen or destroyed, the Company shall issue, execute and deliver, in exchange and substitution for and
upon cancellation of such mutilated Warrant Certificate, or in lieu of or in substitution for such lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate representing an equivalent number of Warrants or Warrant Shares. If required by the Company,
the Holder of the mutilated, lost, stolen or destroyed Warrant Certificate must provide an affidavit of loss and an indemnity reasonably
sufficient to protect the Company from any loss which it may suffer if the Warrant Certificate is replaced. Any new Warrant Certificate
shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant Certificate shall be at any time enforceable by any person.


 


		7.	Cancellation of Warrant Certificates



 


Any Warrant Certificate
surrendered upon the exercise of Warrants or for exchange or transfer, or purchased or otherwise acquired by the Company, shall
be cancelled and shall not be reissued by the Company; and, except as provided in Section 1 with respect to the exercise of less
than all of the Warrants evidenced by a Warrant Certificate or in Section 5 with respect to an exchange or transfer, no Warrant
Certificate shall be issued hereunder in lieu of such cancelled Warrant Certificate. Any Warrant Certificate so cancelled shall
be destroyed by the Company.


 


		8.	Issuance of Common Shares



 


As promptly as practicable
after the date on which part or all of the Warrants represented by this Warrant Certificate are exercised (the “Date
of Exercise”) of any Warrants and in any event within three (3) Business Days after receipt of the Election to Exercise,
the Company shall issue, or cause its transfer agent to issue, a certificate or certificates for the number of non-fractional Warrant
Shares (the “Common Share Certificate”) or to transfer by electronic delivery of Warrant Shares through
the DTC-DWAC system, registered in accordance with the instructions set forth in the Election to Exercise. All Warrant Shares issued
upon the exercise of any Warrants shall be legally and validly authorized and issued and outstanding, fully paid, non-assessable,
free of pre-emptive rights and free from all taxes, liens, charges and security interests in respect of the issuance thereof. Each
person in whose name any such Common Share Certificate is issued shall be deemed for all purposes to have become the holder of
record of the Common Shares represented thereby on the Date of the Exercise of the Warrants resulting in the issuance of such shares,
irrespective of the date of issuance or delivery of such Common Share Certificate.


 


The Company shall
pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of new Common Share
Certificates, including, without limitation, any transfer or stamp taxes.


 


		9.	Reservation of Common Shares; Listing



 




    	 



    	 



    

The Company shall
reserve and keep available, free from pre-emptive rights, for issuance upon the exercise of Warrants, the maximum number of its
authorized but unissued Common Shares which may then be issuable upon the exercise in full of all outstanding Warrants.


 


		10.	No Impairment



 


The Company shall
not by any action, including, without limitation, amending its articles of incorporation or through any reorganization, transfer
of assets, consolidation, amalgamation, combination, merger, dissolution, issue or sale of securities or any other voluntary action,
avoid, or seek to avoid the observation or performance of any of the terms of the Warrants, the Warrant Certificates or this Certificate,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holders against impairment. Without limiting the generality of the foregoing,
the Company shall obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof
as may be necessary to enable the Company to perform its obligations under the Warrants. In case any securities other than the
Common Shares (“Other Securities”) shall be issued or sold, or shall become subject to issue upon the
conversion or exchange of any stock (or Other Securities) of the Company (or any other issuer of Other Securities) or to subscription,
purchase or other acquisition pursuant to any rights or options granted by the Company (or such other issuer or Person), for a
consideration per share of Other Security such as to dilute the purchase rights evidenced by the Warrants, the computations, adjustments
and readjustments provided for in Section 11 with respect to the Exercise Price and the number of Warrant Shares shall be made
as nearly as possible in the manner so provided and applied so as to protect the Holders against the effect of such dilution.


 


		11.	Adjustment of Exercise Price



 


Subject to the provisions
of this Section 11, the Exercise Price in effect from time to time shall be subject to adjustment, as follows:


 


		(1)	In the event that the Company shall (i) declare a dividend or make a distribution on the outstanding
Common Shares in additional Common Shares, (ii) subdivide or reclassify the outstanding Common Shares into a greater number of
shares, or (iii) consolidate, combine or reclassify the outstanding Common Shares into a fewer number of shares, the Exercise Price
in effect immediately after the record date for such dividend or distribution or the effective date of such subdivision, consolidation,
combination or reclassification, as the case may be, shall be adjusted so that it shall equal the price determined by multiplying
the Exercise Price in effect immediately prior thereto by a fraction, of which the numerator shall be the number of Common Shares
outstanding immediately before such dividend, distribution, subdivision, consolidation, combination or reclassification, and of
which the denominator shall be the number of Common Shares outstanding immediately after such dividend, distribution, subdivision,
consolidation, combination or reclassification. Any Common Shares issuable in payment of a dividend shall be deemed to have been
issued immediately prior to the record date or other applicable date cited in Sections 11(2) or 11(3) for the purpose of calculating
the number of outstanding Common Shares under Sections 11(2) or 11(3). Such adjustment shall be made successively whenever any
event specified above shall occur.



 


		(2)	In the event that the Company shall fix a record date for the issuance of rights, options, warrants
or convertible or exchangeable securities to all or substantially all holders of its Common Shares entitling them (for a period
which, by its express terms, expires within forty-five (45) days after such record date) to subscribe for or purchase Common Shares
at a price per share less than the Fair Market Value of a Common Share on such record date, the Exercise Price shall be adjusted
immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior
thereto by a





    	 



    	 



    

fraction, of which the numerator
shall be the number of Common Shares outstanding on such record date plus the maximum number of Common Shares which the aggregate
offering price of the total number of Common Shares so offered would purchase at the Fair Market Value per share, and of which
the denominator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares
offered for subscription or purchase. Such adjustment shall be made successively whenever such a record date is fixed. To the extent
that any such rights, options, warrants or convertible or exchangeable securities are not so issued or expire unexercised, the
Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unexercised
rights, options, warrants or convertible or exchangeable securities had not been issuable. As used in this Warrant Certificate,
the term “Fair Market Value” means the price at which a buyer and seller would transfer a Common Share
both being fully informed of all relevant information and neither being under any compulsion to buy or sell, as the case may be
and, for the purposes of this Section 11(2), shall, at the request of a Holder, be determined by the Company’s Board of Directors
in good faith and on a reasonable basis.


 


		(3)	In the event that the Company shall fix a record date for the making of a distribution to all or
substantially all holders of Common Shares (i) of shares of any class other than its Common Shares or (ii) of the evidence of its
indebtedness or (iii) of assets or (iv) of rights, options, warrants or convertible or exchangeable securities, then in each such
case the Exercise Price in effect immediately thereafter shall be determined by multiplying the Exercise Price in effect immediately
prior thereto by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date
multiplied by the Fair Market Value per share on such record date, less the aggregate fair market value as determined in good faith
by the Company’s Board of Directors of said shares or evidences of indebtedness or assets or rights, options, warrants or
convertible or exchangeable securities as distributed, and of which the denominator shall be the total number of Common Shares
outstanding on such record date multiplied by such Fair Market Value per share. Such adjustment shall be made successively whenever
such a record date is fixed; provided, however, that in no event shall the Exercise Price be less than zero. In the event that
such distribution is not so made, or that such distribution, by its express terms, is intended to be made, and is in fact made,
to all holders of Warrant Shares upon exercise of their respective Warrants, the Exercise Price then in effect shall be readjusted
to the Exercise Price which would then be in effect if such record date had not been fixed.



 


		12.	No Adjustment to Exercise Price



 


No adjustment in
the Exercise Price in accordance with the provisions of Section 11 need be made unless such adjustment would amount to a change
of at least one (1.0%) per cent in such Exercise Price, provided, however, that the amount by which any adjustment is not made
by reason of the provisions of this Section 12 shall be carried forward and taken into account at the time of any subsequent adjustment
in the Exercise Price.


 


		13.	Adjustment of Number of Shares



 


Upon each adjustment
of the Exercise Price pursuant to Section 11, each Warrant shall thereupon evidence the right to purchase that number of Warrant
Shares (calculated to the nearest hundredth of a share) obtained by multiplying the number of Warrant Shares purchasable immediately
prior to such adjustment upon exercise of the Warrant by the Exercise Price in effect immediately prior to such adjustment and
dividing the product so obtained by the Exercise Price in effect immediately after such adjustment.


 




    	 



    	 



    

		14.	Reorganizations



 


In the event of
any capital reorganization, other than in the cases referred to in Section 11(1), or the consolidation, amalgamation, merger or
other combination of the Company with or into another corporation (other than a consolidation, amalgamation, merger or other combination
in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding Common
Shares or the conversion of such outstanding Common Shares into shares of other stock or other securities or property), or the
sale, transfer or conveyance of the property of the Company as an entirety or substantially as an entirety (collectively such actions
being hereinafter referred to as “Reorganizations”), there shall thereafter be deliverable upon exercise
of any Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the number of shares of stock or other securities
of property to which a holder of the number of Warrant Shares which would otherwise have been deliverable upon the exercise of
such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to
such Reorganization. In the event of any Reorganization, appropriate adjustment, as determined in good faith by the Company’s
Board of Directors, shall be made in the application of the provisions herein set forth with respect to the rights and interests
of Holders so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares
or other property thereafter deliverable upon exercise of Warrants. Any such adjustment shall be made by and set forth in a supplemental
agreement prepared by the Company or any successor thereto, between the Company and any successor thereto, and shall for all purposes
hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization, unless upon
or prior to the consummation thereof the successor corporation, or if the Company shall be the surviving corporation in any such
Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of Common
Shares outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver
to the Holder of any Warrant Certificate such shares of stock, securities, cash or other property as such holder shall be entitled
to purchase in accordance with the foregoing provisions.


 


		15.	Notice of Certain Actions



 


In the event the
Company shall (a) declare any dividend payable in stock to the holders of its Common Shares or make any other distribution in property
other than cash to the holders of its Common Shares, (b) offer to the holders of its Common Shares rights to subscribe for or purchase
any shares of any class of stock or any other rights or options, or (c) effect any reclassification of its Common Shares (other
than a reclassification involving merely the subdivision or combination of outstanding Common Shares) or any capital reorganization
or any consolidation, amalgamation, merger or other combination (other than a consolidation, amalgamation, merger or other combination
in which no distribution of securities or other property is made to holders of Common Shares) or any sale, transfer or other disposition
of its property, assets and business substantially as an entirety, or the liquidation, dissolution or winding up of in the Company;
then, in each such case, the Company shall cause notice of such proposed action to be mailed to each Holder at least thirty (30)
days prior to such action. Such notice shall specify the date on which the books of the Company shall close, or a record be taken,
for determining holders of Common Shares entitled to receive such stock dividend or other distribution or such rights or options,
or the date on which such reclassification, reorganization, consolidation, amalgamation, combination, merger, sale, transfer, other
disposition, liquidation, dissolution, winding up or exchange shall take place or commence, as the case may be, and the date as
of which it is expected that holders of record of Common Shares shall be entitled to receive securities or other property deliverable
upon such action, if any such date has been fixed. Such notice shall be mailed in the case of any action covered by paragraph (a)
and (b) of this Section 15, at least ten (10) days prior to the record date for determining holders of the Common Shares for purposes
of receiving such payment or offer, and in the case of any action covered by this paragraph (c), at least ten (10) days prior to
the record date to determine holders of Common Shares entitled to receive such securities or other property.


 


		16.	Certificate of Adjustment





    	 



    	 



    

 


The Company shall
perform any computations and determine any adjustments required to be made under this Certificate (the “Adjustment”)
and shall cause an independent nationally recognized firm of chartered accountants selected by the Company to verify each Adjustment.
As promptly as practicable after determining any Adjustment, and upon receipt of the aforementioned verification, the Company shall
prepare a certificate executed by the President of the Company setting forth such Adjustment and mail such certificate to each
Holder (an “Adjustment Notice”). The Adjustment Notice shall include in reasonable detail (a) the events
precipitating the Adjustment, (b) the computations relating to such Adjustment, and (c) the Exercise Price and the number of shares
or the securities or other property purchasable upon exercise of each Warrant after giving effect to such Adjustment. In the event
that the Holders of Warrants entitling such Holders to purchase a majority of the Warrant Shares subject to purchase upon exercise
of Warrants at the time outstanding (the “Required Interest”) shall disagree with any Adjustment, the
Required Interest shall give notice thereof (the “Dispute Notice”) to the Company within fifteen (15)
days after the Adjustment Notice. Upon receipt of the Dispute Notice, the Company shall promptly engage an independent nationally
recognized firm of chartered accountants acceptable to the Required Interest to make an independent determination of such disputed
Adjustment (the “Independent Adjustment”). The Independent Adjustment shall be final and binding on the
Company and all Holders. If the disputed Adjustment and the Independent Adjustment differ by an amount of three (3%) per cent or
less of the value of the disputed Adjustment, then the costs of conducting the independent determination shall be borne by the
Required Interest (pro rata, in accordance with the number of Warrants held by each, with each subject Holder jointly and severally
liable); if the disputed Adjustment and the Independent Adjustment differ by more than three (3%) per cent of the disputed Adjustment,
then the costs of conducting the independent determination shall be borne entirely by the Company; provided that in each case costs
separately incurred by the Company and any Holders shall be separately borne by them.


 


		17.	Warrant Certificate Amendments



 


Irrespective of
any adjustments pursuant to this Section 17, Warrant Certificates theretofore or thereafter issued need not be amended or replaced,
but certificates thereafter issued shall bear an appropriate legend or other notice of any adjustments; provided 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 in the Exercise Price and number of Warrant shares purchasable under the Warrants.


 


		18.	Fractional Shares



 


The Company shall
not be required upon the exercise of any Warrant to issue fractional Warrant Shares which may result from adjustments in accordance
with this Section 18 to the Exercise Price or number of Warrant Shares purchasable under each Warrant. If more than one Warrant
is exercised at one time by the same Holder, the number of Warrant Shares which shall be issuable upon the exercise thereof shall
be computed based on the aggregate number of Warrant Shares purchasable upon exercise of such Warrants.


 


		19.	Payment of Taxes and Charges



 


The Company will
pay all taxes (other than income taxes or other similar taxes personal to the Holders, including without limitation, non-resident
withholding taxes) and other government charges payable in connection with the issuance or delivery or transfer of the Warrants
and the initial issuance or delivery of Warrant Shares upon the exercise of any Warrants and payment of the Exercise Price.


 


		20.	Changes to Agreement



 


The Company, when
authorized by its Board of Directors, with the written consent of Holders of Warrants entitling such Holders to purchase a majority
of the Warrant Shares subject to purchase upon exercise of the Warrants outstanding at such time, may amend or supplement this
Certificate, except that no amendment




    	 



    	 



    

which (i) increases the Exercise Price
or reduces the number of Warrant Shares or otherwise economically impairs the value of the Warrants or (ii) amends the provisions
of Sections 11, 12, 13, 14, 15, 16, 17 and 18 shall be enforceable against a Holder who has not consented in writing to such amendment.


 


 


		21.	Assignment



 


All the covenants
and provisions of this Certificate by or for the benefit of the Company or the Holders shall bind and inure to the benefit of their
respective successors and assigns.


 


 


		22.	Successor to Company



 


In the event that
the Company consolidates, amalgamates, merges or otherwise combines with or into any other corporation or sells, transfers or otherwise
conveys its property, assets and business substantially as an entirety to a successor corporation or entity, the Company shall
prior to such events becoming effective, have such successor corporation or other entity assume by a written instrument each and
every undertaking covenant and condition of this Certificate to be performed and observed by the Company, and such successor corporation
or other entity shall be deemed, upon the closing of such merger, amalgamation, combination, consolidation, conveyance or sale,
to have so assumed such liabilities.


 


		23.	Notices



 


Any notice or demand
required by this Certificate to be given or made by any Holder to or on the Company shall be sufficiently given or made if such
notice is in writing and sent by first-class or registered mail, postage prepaid, addressed as follows:


 


To the Company:NEWGIOCO
GROUP, INC.


c/o 130
Adelaide St. W., Suite 701


Toronto,
Ontario M5H 2K4


 


Attention:Michele Ciavarella,
C.E.O.


 


 


To the Holder at:___________________________


 


___________________________


 


___________________________


 


In all cases with a copy to:Signature
Stock Transfer, Inc.


14673 Midway
Road, Suite #220,


Addison,
Texas 75001


 


Attention:Jason M. Bogutski,
President


 


Any notice or demand
required by this Certificate to be given or made by the Company to or on any Holder shall be sufficiently given or made if such
notice is in writing and sent by first-class or registered mail, postage prepaid, addressed to such Holder and sent to the address
set below such Holder’s name on the attached signature pages or, if a subsequent Holder, the address of such Holder on the
Company’s warrant register.


 


Any notice or demand
required by this Certificate to be given or made by the Company to or on any




    	 



    	 



    

Holder shall be sufficiently given or
made, whether or not such Holder receives the notice, five (5) days after mailing, if sent by first-class or registered mail, postage
prepaid, addressed to such Holder at its last address as shown on the books of the Company. Otherwise, such notice or demand shall
be deemed given when received by the party entitled thereto.


 


		24.	Defects in Notice



 


Failure to file
any certificate or notice or to mail any notice, or any defect in any certificate or notice pursuant to this Certificate shall
not affect in any way the right of any Holder or the legality or validity of any adjustment made pursuant to Section 11 hereof.


 


		25.	Securities Law.



 


Neither the sale
of this Warrant nor the issuance of any of the Warrant Shares upon exercise of this Warrant have been registered under the Act
or under the securities laws of any state. If there is no effective Registration Statement registering, or no current prospectus
available for the resale, unless the Holder utilises a cashless exercise the issuance of the Warrant Shares upon exercise of this
Warrant shall be subject to compliance with all applicable Federal and state securities laws. Until the Warrant Shares have been
registered under the Act and registered and qualified under the securities laws of any state in question, the Corporation shall
cause each certificate evidencing any Warrant Shares to bear the following legend and such other legends as may be required by
applicable law:


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


		26.	Governing Law



 


This Certificate
and each Warrant Certificate issued hereunder shall be governed by the laws of the State of Delaware applicable therein without
regard to principles of conflicts of laws thereof.


 


		27.	Standing



 


Nothing in this
Certificate expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or corporation other than the Company and the Holders any right, remedy or claim under or by
reason of this Certificate or of any covenant, condition, stipulation, promise or agreement contained herein; and all covenants,
conditions, stipulations, promises and agreements contained in this Certificate shall be for the sole and exclusive benefit of
the Company and its successors and the Holders.


 


		28.	Headings



 


The descriptive headings of the sections
of this Certificate are inserted for convenience only and shall not control or affect the meaning or construction of any of the
provisions hereof.




    	 



    	 



    

		29.	Counterparts



 


This Certificate
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and all of which together
shall constitute one and the same instrument.


 


		30.	Availability of the Agreement



 


The Company shall
keep copies of this Certificate available for inspection by Holders during normal business hours. Copies of this Certificate may
be obtained upon written request addressed to the Company at the address set forth in Section 23.


 


		31.	Entire Agreement



 


This Certificate,
including Schedules referred to herein and the other agreements and writings specifically identified herein or contemplated hereby,
is complete, reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous written
or oral negotiations, commitments and writings.


 


 


IN WITNESS WHEREOF,
the Company has caused this Warrant Certificate to be duly executed.


 


DATED as of the ____ day of May,
2018.


 


NEWGIOCO GROUP, INC.


 


 


 


 


By: _______________________________


Name: Michele Ciavarella


Title:C.E.O.


 




    	 



    	 



    

FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned hereby irrevocably sells, assigns and transfers unto the assignee named below all of the rights of the undersigned
represented by the within Warrant Certificate, with respect to the number of Warrants to purchase Common Shares set for below:


 


Name of Assignee ___________________________


 


Address _____________________________________________________________________


 


No. of Warrants: __________


 


and does hereby irrevocably constitute
and appoint ___________________________ true and lawful attorney, to make such transfer on the books of NEWGIOCO GROUP, INC.
maintained for that purpose, with full power of substitution in the premises.


 


 


 


		DATED:________________________________________________________________	



Signature


 


 


____________________________________


(Signature must conform in all respects to


name of holder as specified on the face of


the Warrant Certificate.)




    	 



    	 



    

FORM OF ELECTION OF EXERCISE


(to be executed only upon exercise of
Warrant)


 


To:Newgioco Group, Inc.


130 Adelaide
Street, West, Suite 701


Toronto,
Ontario, Canada M5H 2K4


Attn: Julian
L. Doyle, LLB


 


or such
other address notified by the Company to the Holder.


 


The undersigned holder hereby exercises
the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Newgioco Group, Inc. a
Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


CASH BASIS


 


Exercise Price.The Holder intends
that payment of the Exercise Price shall be with respect to  Warrant Shares.


 


Payment of Exercise Price.The Holder
shall pay the Aggregate Exercise Price in the sum of $ to the Company in accordance with the terms of the Warrant.


 


Payment is being made by:


_____        enclosed
check


_____       wire
transfer


_____       other


 


Delivery of Warrant Shares.The Company
shall deliver to the holder  Warrant Shares in accordance with the terms of the Warrant.


 


CASHLESS BASIS


 


Delivery of Warrant Shares.The Company
shall deliver to the holder  Warrant Shares in accordance with the terms of the Warrant based on the following formula:


 


Y =       (A-B)
x X


A


 


Where Y =the number of shares
of Common Stock to be issued to the Holder


		A =	the last VWAP immediately preceding the time of delivery of the Form of Election of Purchase giving
rise to the applicable “cashless exercise”, as set forth in the applicable Form of Election of Purchase (for the avoidance
of doubt, the “last VWAP” will be the VWAP as calculated over the preceding five (5) Trading Days such that, in the
event that this Warrant is exercised at a time that the Trading Market is open, the VWAP over the prior five (5) Trading Days shall
be used in this calculation);



		B =	the Exercise Price of this Warrant, as adjusted hereunder; and



		X =	the number of Warrant Shares being exercised under this Warrant in accordance with the terms of
this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 




    	 



    	 



    

Delivery. The shares of Warrant Shares
shall be delivered to the following:


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:


 


 


 


 


Signature of Authorized Signatory of
Investing Entity:


 


 


 


Name of Authorized Signatory:


 


 


Title of Authorized Signatory:


 


 


Date:


 


 




    	 



    	 



    

SCHEDULE “D”


TO BE COMPLETED BY SUBSCRIBERS
UNDER ACCREDITED INVESTOR EXEMPTION


ACCREDITED INVESTOR CERTIFICATE


In connection with the purchase of Debentures
of the Corporation by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing
as agent (the “Subscriber” for the purposes of this Schedule D), the Subscriber hereby represents, warrants,
covenants and certifies to the Corporation that:


 


		1.	The Subscriber is resident in the jurisdiction as set forth on the face page of this Subscription
Agreement or is subject to the securities laws of such jurisdiction;



 


		2.	The Subscriber is purchasing the Debentures as principal for its own account or a fully managed
account;



 


		3.	The Subscriber is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D promulgated by the SEC under the 1933 Act and the regulations promulgated thereunder, by virtue of satisfying the
indicated criterion as set out in Appendix A to this Accredited Investor Certificate;



 


		4.	The Subscriber was not created or used solely to purchase or hold securities as an “accredited
investor” as described in paragraph (m) of the attached Appendix A of this Schedule D;



 


		5.	Upon execution of this Schedule D by the Subscriber, this Schedule D shall be incorporated
into and form a part of the Subscription Agreement; and



 


		6.	The Subscriber acknowledges that he has requested and is satisfied that this Subscription Agreement
and all documentation related thereto be drawn up in the English language. Le soussigné reconnaît qu’il a
exigé que cette contrat d’abonnement ainsi que toutes les autres documents qui s’y rattachent soit rédigé
et exécuté en anglais et s’en déclare satisfait.



 


The foregoing representations
and warranties are true an accurate as of the date of this certificate and will be true and accurate as of Closing Date. If any
such representations and warranties shall not be true and accurate prior to Closing Date, the Subscriber shall give immediate written
notice of such fact to the Corporation.


Dated: _________________________________________, 2018.


 


 


Print name of Subscriber


 


By: 


Signature


 


 


Print name of Signatory (if different from Subscriber)


 


 


Title


 


 


IMPORTANT: PLEASE MARK THE CATEGORY
OR CATEGORIES


IN
APPENDIX A ON THE NEXT PAGE THAt DESCRIBES YOU.




    	 



    	 



    

APPENDIX
A


 


CONFIRMATION
OF APPLICABLE PORTION OF ACCREDITED INVESTOR DEFINITION


 


NOTE: THE INVESTOR
MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW.


 


NEWGIOCO
GROUP, INC.


(The
“Company”)


 


The
purpose of this Statement is to obtain information relating to whether or not you are an accredited investor as defined in Securities
and Exchange Regulation D as well as your knowledge and experience in financial and business matters and to your ability to bear
the economic risks of an investment in the Company.


 


As
used in Regulation D, the following terms shall have the meaning indicated:


 


a.       Accredited
investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably
believes comes within any of the following categories, at the time of the sale of the securities to that person:


 


1.       Any
bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A)
of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered
under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small
Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision
is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors;


 


2.       Any
private business development company as defined in section 202(a)22 of the Investment Advisers Act of 1940;


 


3.       Any
organization described in section 501(c)3 of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


4.       Any
director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;


 


5.       Any
natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000,
excluding the value of the person’s primary residence, but including any excess liability between the value of the residence
and the amount of any obligation(s) thereon;


 


6.       Any
natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level
in the current year;


 


7.       Any
trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) and


 


8.       Any
entity in which all of the equity owners are accredited investors.


1.       Name,
Home Address and Telephone Number:




    	 



    	 



    

 


________________________________________________________________________


Name


________________________________________________________________________


Address


 


Telephone
(_____) ______________________________


 


2.       Residence


 


(a)       If
an individual, what is your principal place of residence?


 


__________________________________________________________________


 


__________________________________________________________________


 


(b)       If
not an individual:


 


(1)       Where
is your principal place of business?


 


____________________________________________________________


____________________________________________________________


 


(2)       Where
are your executive headquarters?


 


____________________________________________________________


____________________________________________________________


 


(3)       If
a partnership, in which states(s) does (do) each of your partners reside?


 


____________________________________________________________


____________________________________________________________


 


(4)       If
a corporation, what is your state of incorporation?


 


____________________________________________________________


____________________________________________________________


 


(5)       If
a trust, in which state(s) does (do) each of the beneficiaries reside?


 


____________________________________________________________


____________________________________________________________


 


3.       Business
or occupation (including title):


 


________________________________________________________________________


 


________________________________________________________________________


 


4.       Educational
background (level, degrees completed):


 


________________________________________________________________________


 




    	 



    	 



    

 


5.       Net
Worth, Partners' Capital or Total Assets (check one):


 


_____
$5,000,000 or more


_____
$1,000,000-$5,000,000


_____
Less than $1,000,000


 


6.       For
individual or married persons only - Gross income for each of the last 2 years (check one):


 


_____
$300,000 or more


_____
$200,000 - $300,000


_____
Less than $200,000


 


Is
this income amount combined with that of your spouse? Yes _____No _____


 


Do
you expect to reach the same level of income in the current year? Yes ______No _____


 


7.       In
connection with my investment activities, I utilize the services of the following attorney, accountant or other advisor to assist
me in analyzing investment opportunities:


 


(a)       Name
of advisor: ______________________________________


(b)       Position
or occupation: _________________________________________________


(c)       Business
address: _____________________________________________________


 


_____________________________________________________


 


8.       Personal
data:


 


Age:
_______________________


Marital
Status: _______________


Number
of dependents: ________


 


9.       I
am an “accredited investor” as defined in Rule 501(a) of Securities and Exchange Commission Regulation D. _______________
(Initials)


 


10.       I
have adequate means of providing my current needs, and possible personal contingencies, and have no need for liquidity in an investment
in the Company. _______________ (Initials)


 


11.       I,
together with my advisors, have specific knowledge and experience in related financial and business matters so as to be capable
of evaluating the relative economic and operational merits and risks of an investment in the stock. _______________ (Initials)


 


12.       I
hereby certify that I have answered the foregoing questions to the best of my knowledge and that my answers hereto are complete
and accurate. _______________ (Initials)


 


 


_______________________________


Name
(Please Print)


 


 


___________________________________________________________


SignatureDate