Esports Entertainment Group Inc. 10% Series A Series A Cumulative Convertible Preferred Stock

Preferred dividend suspended 12/8/2023. Announcement is here.

Subject to earlier conversion or redemption, the Series A Convertible Preferred Stock matures five years from issuance at which point the Company must redeem the shares of Series A Convertible Preferred Stock still outstanding. The Series A Preferred Stock does not provide for a retirement or sinking fund and no holders of Series A Convertible Preferred Stock have any preemptive rights to purchase or subscribe for shares of our common stock or any of our other securities.

Each share of Series A Convertible Preferred Stock is convertible into shares of our common stock, at a conversion price of $17.50 per common share, at any time at the option of the holder. In the event that any shares of Series A Convertible Preferred Stock are called for redemption, the right of conversion ceases and terminates, as to the shares so called for redemption, at the close of business on the seventh (7th) day prior to the date fixed for redemption unless default has been made in the payment of the redemption price. No adjustment will be made for dividends accumulated on any shares of Series A Convertible Preferred Stock so converted nor for dividends on any shares of our common stock that will be issuable on any conversion.

The Series A Convertible Preferred Stock is subject to mandatory redemption upon a change of control at a cash redemption price of $11.00 per share plus an amount equal to all to all dividends accrued or in arrears on the redemption date.

The Series A Convertible Preferred Stock is redeemable, at our option, in whole or in part, at any time on or after January 1, 2023, at a per share redemption price of $11.00 plus an amount equal to all dividends accrued or in arrears on the shares to be redeemed to the date fixed for redemption.