Super League Enterprise, Inc.

ARTICLE 2

EXERCISE

Section 2.01 Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by email (or email attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit 2.01 (the “Notice of Exercise”). Payment of the Exercise Price shall by payable by the Holder in U.S. dollars, BTC or U.S. dollar-denominated stablecoins. If the Exercise Price is paid by Holder in BTC, the BTC price utilized to determine the number of shares issued will be based on the Coinbase exchange at 4:00 p.m. (New York City time)*** on the Trading Day immediately preceding the date the Notice of Exercise is delivered. If the Exercise Price is paid by Holder in U.S. dollar-denominated stablecoins, the U.S. dollar-denominated stablecoin price utilized to determine the number of shares issued will be based on the Coinbase exchange at 4:00 p.m. (New York City time) ***on the Trading Day immediately preceding the date the Notice of Exercise is delivered. Within the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise (i) by wire transfer or cashier’s check drawn on a United States bank or (ii) a digital wallet held or operated by or on behalf of the Company at or by an appropriately regulated custodian. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days after the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day after receipt of such notice.The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For all purposes under this Warrant, the Exercise Price shall be denominated and determined solely in United States Dollars. To the extent the Holder is permitted to satisfy all or any portion of the Exercise Price through the delivery of BTC, or any U.S. dollar-denominated stablecoin, the amount of such consideration shall be determined by reference to its fair market value expressed in United States Dollars as of the time of exercise pursuant to the valuation methodology specified herein. The parties acknowledge and agree that any payment of the Exercise Price using Bitcoin or U.S. dollar-denominated stablecoins, constitutes solely an alternative payment mechanism and is intended to satisfy the same fixed U.S. dollar-denominated Exercise Price that would have been payable in cash. Accordingly, regardless of the form of consideration utilized, the economic value of the consideration delivered by the Holder shall be deemed equivalent to the applicable U.S. dollar Exercise Price determined as of the date and time of exercise. The availability of alternative forms of payment shall not increase, decrease, modify or otherwise affect the number of Warrant Shares issuable upon exercise, the Exercise Price, or the economic rights of either party, but shall solely provide alternative methods for satisfying the same U.S. dollar-denominated obligation.

Section 2.02 Mechanics of Exercise.

(a)Delivery of Warrant Shares upon Exercise. Upon exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement Period following the Exercise Date, such date the “Exercise Share Delivery Date”), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit and Withdrawal At Custodian (“DWAC”) system or (ii) in book-entry form via a direct registration system (“DRS”) maintained by or on behalf of the Transfer Agent, in each case, so long as there is an effective registration statement permitting the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder. If there is no effective registration statement, the Company shall cause the Transfer Agent to either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be. The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.

(b)Buy-In. In addition to any other rights available to the Holder, if the Transfer Agent fails, solely because of an act or omission of the Company, to deliver to the Holder or its designee Exercise Shares in the manner required pursuant to Section 2.02(a) within the Standard Settlement Period following the Exercise Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company) and the Holder or the Holder’s broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”) but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Exercise Shares pursuant to Section 2.02(a) and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common Stock purchased in the Buy-In,multiplied by (B) the Closing Sale Price of a share of Common Stock on the Exercise Date. The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.

(c)Company Obligations. To the extent permitted by law and subject to Section 2.02(b), the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 2.02(b), nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares;provided,however, that the Holder shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 2.02(a).

(d)Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(e)Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2.02(a) by the Exercise Share Delivery Date, then the Holder will have the right to rescind such exercise.

(f)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(g)Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.