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 POSTAL CODE)
______________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)
DELIVER TO:_________________________________________________________________
(NAME)
at____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL 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 POSTAL CODE)
______________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)
DELIVER TO:_________________________________________________________________
(NAME)
______________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
Date: __________________ _____________________________________
Signature
(Signature must conform in all respects to name of holder as specified on the
face of the Debenture.)
PLEASE INSERT S.I.N. OR OTHER IDENTIFICATION NUMBER 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 Purchase 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,