UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): July 9, 2021

 

GOLDEN MATRIX GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54840

 

46-1814729

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(IRS Employer

Identification No.)

 

3651 Lindell Road, Suite D131

Las Vegas, NV 89103

(Address of principal executive offices)

 

(702) 318-7548

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As described in greater detail in the Current Report on Form 8-K filed by Golden Matrix Group, Inc. (the “Company”, “we” and “us”) on January 26, 2021, on January 20, 2021, the Company sold, to one accredited investor, an aggregate of 1,000,000 units, with each unit consisting of one share of restricted common stock and one warrant to purchase one share of common stock (the “Warrants” and the agreements evidencing such Warrants, the “Warrant Agreements”), at a price of $5.00 per unit.

 

The Warrants have an exercise price of $6.00 per share (and no cashless exercise rights), and were exercisable until the earlier of (a) January 14, 2023, and (b) the 30th day after the Company provides the holder of the Warrants notice that the closing sales price of the Company’s common stock has closed at or above $10.00 per share for a period of ten consecutive trading days (a “Trigger Event”). The Warrants include a beneficial ownership limitation, which limits the exercise of the Warrants held by the investor in the event that upon exercise such investor (and any related parties of such investor) would hold more than 4.999% of the Company’s outstanding shares of common stock (which percentage may be increased to 9.999% with at least 61 days prior written notice to the Company from the investor).

 

From April 26, 2021, to May 7, 2021 (the “Triggering Date”)(ten consecutive trading days), the closing sales price of the Company’s common stock closed at or above $10.00 per share. However, as the total number of shares of common stock issuable upon exercise of the Warrants would have exceeded 4.999% of the Company’s common stock, and as an accommodation to the holder of the Warrants, on May 11, 2021, the Company agreed to provide the holder 61 days from the Triggering Date to exercise the Warrants, and as a result the holder had until July 11, 2021 to exercise such Warrants.

 

On July 14, 2021, and effective on June 6, 2021, the Company and the holder of the Warrants, Knutsson Holdings AB (the “Holder”), entered into an Agreement to Amend and Restate Common Stock Purchase Warrant (the “Amendment Agreement”), whereby, in consideration for the Holder exercising a portion of the Warrants (warrants to purchase 170,000 shares of common stock, as described in Item 3.02, below), and as an accommodation to the Holder, due to the fact that Warrants did not contemplate a situation where a Triggering Event would result in the Holder holding over 4.999% of the Company’s outstanding common stock, the parties agreed to enter into an Amended and Restated Common Stock Purchase Warrant, effective as of June 6, 2021, amending, restating and replacing the prior Warrant Agreement, and evidencing the right of the Holder to purchase 830,000 shares of common stock of the Company (the original 1,000,000 shares less the portion of the Warrants previously exercised)(the “Amended and Restated Warrants”) to remove the Trigger Event and to fix the expiration date thereof as of November 11, 2022. The other terms of the prior Warrant Agreement were not changed.

 

The foregoing description of the Amendment Agreement and Amended and Restated Common Stock Purchase Warrant is only a summary and is not complete, and is qualified in its entirety by reference to the Amendment Agreement and Amended and Restated Common Stock Purchase Warrant, copies of which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On July 9, 2021, the Holder exercised a portion of the Warrant to purchase 170,000 shares of the of the Company’s common stock at $6.00 per share and paid the Company $1,020,000 in connection with such exercise and funds were received by the Company on July 14, 2021. The Company issued the Holder 170,000 shares of common stock in connection with such exercise.

 

We claim an exemption from registration for the issuance of the shares of common stock upon the exercise of the Warrants and the grant of the Amended and Restated Warrants described above and in Item 1.01, which description is incorporated by reference in this Item 3.02, pursuant to Section 4(a)(2), Rule 506(b) and/or Regulation S of the Securities Act of 1933, as amended (the “Securities Act” and “Regulation S”) since the shares of common stock and Amended and Restated Warrants were issued to an “accredited investor” and/or a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

If exercised in full, a maximum of 830,000 shares of common stock would be issuable upon exercise of the Amended and Restated Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

10.1*

 

Agreement to Amend and Restate Common Stock Purchase Warrant, dated July 14, 2021, and effective June 6, 2021, by and among Golden Matrix Group, Inc. and Knutsson Holdings AB

10.2*

 

Amended and Restated Common Stock Purchase Warrant to purchase 830,000 shares of common stock dated July 14, 2021, and effective June 6, 2021

__________

* Filed herewith.

 

 

2

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

GOLDEN MATRIX GROUP, INC.

 

 

 

 

Date: July 15, 2021

By:

/s/ Anthony Brian Goodman

 

 

 

Anthony Brian Goodman

 

 

 

Chief Executive Officer

 

 

 

3

 

EXHIBIT 10.1

 

AGREEMENT TO AMEND AND RESTATE
COMMON STOCK PURCHASE WARRANT

 

This Agreement to Amend and Restate Common Stock Purchase Warrant (this “Agreement”) dated July 14, 2021, and effective June 6, 2021 (the “Effective Date”), is by and among Golden Matrix Group, Inc., a Nevada corporation (the “Company”) and Knutsson Holdings AB (the “Holder”), each a “Party” and collectively the “Parties.

 

W I T N E S S E T H:

 

WHEREAS, on or around January 20, 2021, the Holder purchased from the Company, pursuant to its entry into a Subscription Agreement, dated on or around the same date (the “Subscription Agreement”), an aggregate of 1,000,000 units, with each unit consisting of one share of restricted common stock of the Company and one warrant to purchase one share of common stock of the Company (the “Warrants” and the agreement evidencing such Warrants (W0012), the “Warrant Agreement”);

 

WHEREAS, the Warrants have an exercise price of $6.00 per share (and no cashless exercise rights), and were exercisable until the earlier of (a) January 14, 2023, and (b) the 30th day after the Company provided the Holder notice that the closing sales price of the Company’s common stock had closed at or above $10.00 per share for a period of ten consecutive trading days (a “Trigger Event”);

 

WHEREAS, the Warrants included a beneficial ownership limitation, which limited the exercise of the Warrants held by the Holder in the event that upon exercise such Holder (and any related parties) would hold more than 4.999% of the Company’s outstanding shares of common stock (the “Beneficial Ownership Limitation”);

 

WHEREAS, from April 26, 2021, to May 7, 2021 (the “Triggering Date”)(ten consecutive trading days), the closing sales price of the Company’s common stock closed at or above $10.00 per share and a Trigger Event was deemed to have occurred;

 

WHEREAS, notwithstanding the occurrence of a Trigger Event, as the total number of shares of common stock issuable upon exercise of the Warrants held by the Holder would have exceeded the Beneficial Ownership Limitation, and as an accommodation to the Holder, on May 11, 2021, the Company agreed to provide the Holder 61 days from the Triggering Date, or until July 11, 2021, to exercise the Warrants;

 

WHEREAS, the Holder’s ability to exercise the Warrants remained constrained by the Beneficial Ownership Limitation, and as a further accommodation to the Holder and in consideration for the Partial Exercise (defined below), the Company agreed in principle with the Holder, and subject to approval of the Company’s Board of Directors, to extend the expiration date of the Warrants to November 11, 2022 (the “Extended Expiration Date”);

 

WHEREAS, in consideration for the Company agreeing to the Extended Expiration Date, the Holder agree to, and in fact did, exercise warrants to purchase 170,000 shares of the Company’s common stock (the “Partial Exercise”) on July 9, 2021; and

 

Agreement to Amend and Restate Common Stock Purchase Warrant

 

 

Page 1 of 6

 

  

WHEREAS, the Parties now desire to amend and restate the Warrant Agreement evidencing the Warrants to reflect the Partial Exercise and the Extended Expiration Date, pursuant to the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration, which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency of, the Parties hereto agree as follows:

 

1. Amendment and Restatement of Warrant Agreement.

 

(a) Effective as of the Effective Date, the Warrant Agreement is deemed amended, superseded, replaced and restated by the Amended and Restated Common Stock Purchase Agreement in the form of Exhibit A hereto (the “Amended and Restated Warrant Agreement”).

 

(b) The Parties agree that the Amended and Restated Warrant Agreement is being agreed to by the Parties (i) in order to settle any issues associated with the terms of the prior Warrant Agreement, including complexities associated therewith, as the original Warrant Agreement did not contemplate a holder of such prior Warrant Agreement being unable to exercise such Warrant Agreement upon the occurrence of a Trigger Event due to the Beneficial Ownership Limitation; (ii) in consideration for the Partial Exercise by the Holder; and (iii) as an accommodation by the Company to the Holder.

 

2. Consideration. Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and the transactions contemplated herein.

 

3. Mutual Representations, Covenants and Warranties. Each of the Parties, for themselves and for the benefit of each of the other Parties hereto, represents, covenants and warranties that:

 

(a) Such Party has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and the Amended and Restated Warrant Agreement and to consummate the transactions contemplated hereby and thereby. This Agreement and the Amended and Restated Warrant Agreement constitutes the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles;

 

Agreement to Amend and Restate Common Stock Purchase Warrant

 

 

Page 2 of 6

 

  

(b) The execution and delivery by such Party and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (i) constitute a violation of any law; or (ii) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which such Party is bound or affected; and

 

(c) Any individual executing this Agreement and the Amended and Restated Warrant Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement and the Amended and Restated Warrant Agreement on behalf of such entity.

 

4. Representations, Covenants and Warranties of Holder. The Holder hereby re-represents, re-confirms and re-warranties, effective as of the date of its execution of this Agreement below (the “Execution Date”), each of the representations and warranties of the Holder set forth in Section C of the Subscription Agreement as of such Execution Date and in connection with the warrants granted to the Holder pursuant to the Amended and Restated Warrant Agreement, and issuable upon exercise thereof, and further confirms and acknowledges that such Holder is currently an “accredited investor” as defined in Rule 501 of the Securities Act of 1933, as amended.

 

5. Further Assurances. The Parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement and the Amended and Restated Warrant Agreement and the transactions contemplated herein and therein.

 

6. Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their successors and permitted assigns.

 

7. Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, including the prior Warrant Agreement.

 

8. Fully Informed; Arm’s Length Transaction. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement and the Amended and Restated Warrant Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement and the Amended and Restated Warrant Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement and the Amended and Restated Warrant Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement and the Amended and Restated Warrant Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement and the Amended and Restated Warrant Agreement; and (e) this Agreement and the Amended and Restated Warrant Agreement are the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

 

Agreement to Amend and Restate Common Stock Purchase Warrant

 

 

Page 3 of 6

 

 

9. No Presumption from Drafting. This Agreement and the Amended and Restated Warrant Agreement have been negotiated at arm’s-length between persons knowledgeable in the matters set forth within this Agreement and the Amended and Restated Warrant Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement and the Amended and Restated Warrant Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement and the Amended and Restated Warrant Agreement will be applied in any action relating to, connected with or involving this Agreement and the Amended and Restated Warrant Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement and the Amended and Restated Warrant Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement and the Amended and Restated Warrant Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties.

 

10. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in Clark County, Nevada. The Company by signing this Agreement below and the Holder by accepting this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

Agreement to Amend and Restate Common Stock Purchase Warrant

 

 

Page 4 of 6

 

  

11. Effect of Facsimile and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

 

 

 

 

 

 

 

Agreement to Amend and Restate Common Stock Purchase Warrant

 

 

Page 5 of 6

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above to be effective as of the Effective Date.

 

(“Company”)

 

Golden Matrix Group, Inc.

 

By:__ /s/ Anthony Brian Goodman___________________________

 

Its:___CEO____________________________________________

 

Printed Name:___Anthony Brian Goodman____________________

 

(“Holder”)

 

Knutsson Holdings AB

 

By:___/s/ Tristan Sjoberg_________________________________

 

Its:___Director_________________________________________

 

Printed Name:___Tristan Sjoberg___________________________

 

 

Agreement to Amend and Restate Common Stock Purchase Warrant

 

 

Page 6 of 6

 

 

EXHIBIT 10.2

   

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES.

 

Warrant No.: W0013

 

Number of Shares: 830,0001

Warrant Effective Date: June 6, 2021

 

 

Warrant Issuance Date: July 14, 2021

 

 

 

GOLDEN MATRIX GROUP, INC.
AMENDED AND RESTATED

COMMON STOCK PURCHASE WARRANT

 

1. Issuance. For value received, the receipt of which is hereby acknowledged by Golden Matrix Group, Inc., a Nevada corporation (the “Company”), Knutsson Holdings AB, or registered assigns (the “Holder”), is hereby granted the right to purchase, at any time until the close of business on the Expiration Date (defined below in Section 2), Eight Hundred and Thirty-Thousand (830,000), subject to adjustment upon certain events as described in greater detail below, fully paid and nonassessable shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), at an exercise price of $6.00 per share (the “Exercise Price”). This Amended and Restated Common Stock Purchase Warrant amends, replaces, supersedes and restates that certain prior Common Stock Purchase Warrant granted by the Company to the Holder on or around January 20, 2021, originally allowing for the Holder to purchase One Million (1,000,000) shares of common stock, of which warrants to purchase 170,000 shares were previously exercised by the Holder on July 9, 2021 (the “Original Warrant”).

 

2. Expiration of Warrant. The “Expiration Date” of this Warrant is November 11, 2022.

 

3. Procedure for Exercise. Upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the aggregate Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. This Warrant may be exercised in whole or in part, subject to the Beneficial Ownership Limitation (defined below). On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised.

 

4. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Warrant Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Warrant Shares the Company shall issue an additional share of Common Stock to the Holder or pay the Holder the fair market value of such fractional share, as determined in the reasonable discretion of the Board of Directors of the Company, in the Company’s sole discretion.

 

5. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance upon exercise hereof (the “Warrant Shares”). Any shares issuable upon exercise of this Warrant will be duly and validly issued, fully paid, non-assessable and free of all liens and charges and not subject to any preemptive rights and rights of first refusal.

 

_____________ 

 1 Representing the number of unexercised Warrant Shares remaining under the Original Warrant.

 

Golden Matrix Group, Inc.

Common Stock Purchase Warrant #W0013

 

 

Page 1 of 5

 

 

6. Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver a new warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

 

7. No Rights as Shareholder. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

 

8. Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates (as defined under Rule 144 of the Securities Act, “Affiliates”) and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise)(the “Beneficial Ownership Limitation”). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a transaction described in Section 9.bb hereof, to the extent applicable. By written notice to the Company, the Holder may increase the Beneficial Ownership Limitation to up to 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise), but any such increase will not be effective until the 61st day after delivery of such notice. In no event shall the Beneficial Ownership Limitation be increased to greater than 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). This restriction may not be waived.

 

9. Effect of Certain Transactions

 

a. Adjustments for Stock Splits, Stock Dividends Etc. If the number of outstanding shares of Common Stock of the Company are increased or decreased by a stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, the Exercise Price and the number of shares purchasable pursuant to this Warrant shall be adjusted proportionately so that the ratio of (i) the aggregate number of shares purchasable by exercise of this Warrant to (ii) the total number of shares outstanding immediately following such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like shall remain unchanged, and the aggregate purchase price of shares issuable pursuant to this Warrant shall remain unchanged. Similarly, the Required Trading Price shall be equitably adjusted to affect such stock split, reverse stock split, stock dividend, stock combination, recapitalization or the like, by the Board of Directors of the Company in its sole reasonable discretion.

 

b. Fundamental Transactions. If at any time the Company plans to sell all or substantially all of its assets or engage in a merger or consolidation of the Company in which the Company will not survive (other than a merger or consolidation with or into a wholly- or partially-owned subsidiary of the Company)(each a “Fundamental Transaction”), the Company will give the Holder of this Warrant advance written notice at least thirty (30) days prior to the planned closing of the Fundamental Transaction. If this Warrant or any part thereof is not exercised by the Holder prior to the date of the closing of the Fundamental Transaction, this Warrant or any unexercised portion thereof, shall expire and terminate effective upon such event. Similarly, the Required Trading Price shall be equitably adjusted by the Board of Directors of the Company in its sole reasonable discretion to affect such Fundamental Transaction.

 

Golden Matrix Group, Inc.

Common Stock Purchase Warrant #W0013

 

 

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10. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and has been issued to the Holder for investment and not with a view to the distribution of either this Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant Shares or any other security issued or upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Securities Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Securities Act. Each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

 

11. Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 11, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 11, but which acknowledgement of acceptance shall include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices shall be sent to the Holder at the address set forth in the Subscription Agreement (or as may be updated from time to time) and the Company at the address set forth below, subject to notice of changes thereof from any party with at least ten (10) days’ notice to the other party. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, or if mailed, two days after the date of deposit in the United States mails, as follows:

 

If to the Company, to:

 

Golden Matrix Group, Inc.

Attn: Brian Goodman
3651 Lindell Road, Suite D131

Las Vegas, Nevada 89103

Email: brian@igcms.com

 

With a copy to:

 

The Loev Law Firm, PC

Attn: David M. Loev

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Email: dloev@loevlaw.com

 

If to the Holder, to its address appearing on the Subscription Agreement, as may be updated by the Holder as described above.

 

Any party may designate another address or person for receipt of notices hereunder by written notice given at least five (5) business days prior to the date such change will be effective, given to the other parties in accordance with this Section.

 

Golden Matrix Group, Inc.

Common Stock Purchase Warrant #W0013

 

 

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12. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the Company and the Holder hereof. This Warrant contains the full understanding of the Company and the Holder with respect to the subject matter hereof, and there are no representations, warranties, agreements or understandings other than expressly contained herein.

 

13. Governing Law. This Warrant shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Nevada or in the federal courts located in Clark County, Nevada. The Company by signing this Warrant below and the Holder by accepting this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

14. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

15. Descriptive Headings. Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

16. Assignability. This Warrant or any part hereof may only be hereafter assigned by the Holder to an affiliate thereof executing documents reasonably required by the Company, subject to applicable law. Any such assignment shall be binding on the Company and shall inure to the benefit of any such assignee.

 

17. Restrictions. By acceptance hereof, the Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have restrictions upon their resale imposed by state and federal securities laws.

 

[Remainder of the page intentionally left blank; signature page follows.]

 

Golden Matrix Group, Inc.

Common Stock Purchase Warrant #W0013

 

 

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IN WITNESS WHEREOF , the parties have executed this Warrant as of the Warrant Issuance Date set forth above.

 

 

COMPANY:

 

 

 

 

 

GOLDEN MATRIX GROUP, INC.

 

 

 

 

 

By:

/s/ Anthony B Goodman 

 

 

Name:

Anthony B Goodman

 

 

Title:

CEO

 

 

HOLDER:

 

Knutsson Holdings AB

 

By: /s/ Tristan Sjoberg

 

Its: Director

 

Printed Name: Tristan Sjoberg

 

Golden Matrix Group, Inc.

Common Stock Purchase Warrant #W0013

 

     

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