REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places
This Agreement is made pursuant to the Securities Exchange Agreement, dated as of the date hereof, between the Company and each Holder (the “Exchange Agreement”) pursuant to which the Company is issuing a Series A-1 Exchange Convertible Note and a Series A-2 Exchange Convertible Note (collectively, the “Notes”) in exchange for that certain Demand Secured Promissory Note originally issued by the Company to the Maxim on November 20, 2018.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 20th, 2023 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 17, 2023, by and between SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation, with headquarters located at 7000 West Palmetto Park Road, Suite 505, Boca Raton, Florida 33433 (the “Company”), and the investors who are signatories to this Agreement and scheduled on Schedule A hereto (each, a “Buyer” and collectively, the “Buyers”).
UNDERWRITING AGREEMENT between SIMPLICITY ESPORTS AND GAMING COMPANY and as Representative of the Several Underwriters SIMPLICITY ESPORTS AND GAMING COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
The undersigned, Simplicity Esports and Gaming Company, a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Simplicity Esports and Gaming Company, the “Company”), hereby confirms its agreement (this “Agreement”) with ________________, (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 16, 2017Warrant Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 16, 2017, is by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSecurity Agreement • September 19th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GS Capital Partners LLC, or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issuance Date”) and on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), up to 18,000 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
I-AM CAPITAL ACQUISITION COMPANY New York, NY 10105Securities Subscription Agreement • June 7th, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
We are pleased to accept the offer I-AM Capital Partners LLC (the “Subscriber” or “you”) has made to purchase 1,437,500 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), of I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 31st, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2017, by and between I-AM CAPITAL ACQUISITION COMPANY, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2017, is made and entered into by and among I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and I-AM Capital Partners LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 31st, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2017 by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SERIES A-1 Exchange CONVERTIBLE NOTEConvertible Security Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • Illinois
FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the “Company”) promises to pay to MAXIM GROUP LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $500,000 on the earlier of the closing date of the Acquisition Transaction or June 20, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the “Other Notes”, and together with this Note, the “Notes”) issued in exchange (the “Exchange”) for that certain Demand Secured Promissory Note (the “Original Security”) originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and betwe
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSecurity Agreement • December 2nd, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the self-amortization promissory note in the principal amount of $750,000.00 to the Holder (as defined below) of even date) (the “Note”), _________________, a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), an amount of shares of Common Stock (as defined below) equal to 375,000 divided by the Exercise Price (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in
UNITS EACH UNIT CONSISTING OF ONE SHARE of Common Stock and ONE Warrant TO PURCHASE ONE SHARE OF COMMON STOCK SIMPLICITY ESPORTS AND GAMING COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
The undersigned, Simplicity Esports and Gaming Company, a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Simplicity Esports and Gaming Company, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
5,000,000 Units I-AM CAPITAL ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
The undersigned, I-AM Capital Acquisition Company, a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “ Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT Simplicity Esports and Gaming CompanyCommon Stock Purchase Warrant • April 10th, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●] ___, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registere
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 23rd, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ________, 2020 (the “Issuance Date”) between Simplicity Esports and Gaming Company, a company incorporated under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • October 23rd, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Maxim Group LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________, 2021 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is three (3) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), up to ______1 shares of common stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSecurity Agreement • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GS CAPITAL PARTNERS, LLC, or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issuance Date”) and on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), up to 37,500 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE CONSUMMATION BY I-AM CAPITAL ACQUISITION COMPANY (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II) TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY LOCAL TIME, ON AUGUST 22, 2022.
RIGHTS AGREEMENTRights Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 16, 2017 between I-AM Capital Acquisition Company, a Delaware corporation, with offices at 1345 Avenue of the Americas, 2nd Floor, New York, NY 10105 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
EXHIBIT A Form of Representative’s Warrant AgreementWarrant Agreement • July 2nd, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Holder (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 7th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Holder (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
This Employment Agreement (the “Agreement”) is made and entered into as of May 17, 2021 (the “Effective Date”), by and between Nancy Hennessey, an individual, (the “Executive”) and Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”). The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2021, is made by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), and Lucas Ventures, LLC (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
10% FIXED CONVERTIBLE PROMISSORY NOTE OF SIMPLICITY ESPORTS AND GAMING COMPANYConvertible Note • May 5th, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This Note is a duly authorized Fixed Convertible Promissory Note of Simplicity Esports and Gaming Company, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company’s 10% Fixed Convertible Promissory Note due October 29, 2020 (“Maturity Date”) in the face amount of $152,500 (the “Note”).
SERIES A-2 Exchange CONVERTIBLE NOTEConvertible Security Agreement • December 28th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • Illinois
FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the “Company”) promises to pay to MAXIM GROUP LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $1,000,000 on June 20, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the “Other Notes”, and together with this Note, the “Notes”) issued in exchange (the “Exchange”) for that certain Demand Secured Promissory Note (the “Original Security”) originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and between the Company and the Holder, dated as of December 20, 2018 (th
Amendment No. 1 to Common Stock Purchase WarrantCommon Stock Purchase Warrant • October 1st, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This Amendment No. 1 to Common Stock Purchase Warrant (this “Amendment”), dated as of the date first set forth above, is entered into by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”) and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (“Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
I-AM Capital Acquisition Company New York, NY 10105 Re: Initial Public Offering Gentlemen:Underwriting Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant (each, a “Warrant”) and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) file
Restricted Stock Award Agreement (Roman Franklin) Dated as of March 27, 2019Restricted Stock Award Agreement • April 2nd, 2019 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
This Restricted Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Simplicity Esports and Gaming Company, formerly known as Smaaash Entertainment Inc., a Delaware corporation (the “Company”), and Roman Franklin (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 2018 • I-Am CAPITAL ACQUISITION Co • Retail-eating & drinking places • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 2nd day of November, 2018 by and between I-AM Capital Acquisition Company, a Delaware corporation (“Buyer” or “I-AM”) and The K2 Principal Fund L.P., a limited partnership incorporated under the laws of the Province of Ontario (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
This Employment Agreement (the “Agreement”) is made and entered into as of July 29, 2020 (the “Effective Date”), by and between Roman Franklin, an individual, (the “Executive”) and Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”). The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • March 18th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of November 25, 2020 (the “Effective Date”), by and between SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), Anthony L.G., PLLC, a Florida professional limited liability company (the “Firm”) and Laura Anthony, the sole equity holder of Anthony L.G., PLLC.
MASTER FRANCHISE AGREEMENTMaster Franchise Agreement • November 30th, 2018 • Smaaash Entertainment Inc. • Retail-eating & drinking places • New York
This Master Franchise Agreement (“Agreement”) is made and entered into on the 20th day of November, 2018 (the “Effective Date”) at Mumbai, by and between Smaaash Entertainment Private Limited, an Indian company, with its address at Trade View, Level 2, Kamala Mills, Lower Parel, Mumbai 400013, India (“Franchisor”) and I-AM Capital Acquisition Company, a company incorporated in the United States of America, with an address at 1345 Avenue of the Americas, 11th floor, New York, 10105 (“Franchisee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2017 • I-Am CAPITAL ACQUISITION Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 16, 2017 by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSecurity Agreement • October 1st, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC, a Delaware limited liability company, or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issuance Date”) and on or prior to the close of business on the third anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SIMPLICITY ESPORTS AND GAMING COMPANY, a Delaware corporation (the “Company”), up to 40,000 shares of common stock of the Company (the “Common Stock”), as such number may be adjusted hereunder (as the same may be adjusted, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
