Amendment No. 2 to Convertible Promissory Note

Exhibit 10.82

Amendment No. 2 to Convertible Promissory Note

Dated as of October 1, 2021

This Amendment No. 2 to Convertible Promissory Note (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.”

WHEREAS, the Holder is the holder of that certain Convertible Promissory Note of the Company, dated as of March 10, 2021, as amended by the Amendment No. 1 to Convertible Promissory Note dated as of September 17, 2021 (as so amended, the “Note”) and now wish to amend the Note as set forth herein;

WHEREAS, pursuant to Section 4.3 of the Note, the Note may be amended in writing;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

	1.	Defined terms used herein without definition shall have the meaning given to them in the Note.
	2.	Subject to the provisions herein, pursuant to Section 4.3 of the Note, Section 1.10 of the Note is hereby amended and restated in its entirety to provide as follows:

1.10 Repayment from Proceeds. While any portion of this Note is outstanding, if the Company completes a transaction involving a public offering of its securities and which results in the Company completing an up-listing to the Nasdaq Stock Market, the Company shall, within two (2) business days of Company’s receipt of proceeds from such transaction, inform the Holder of such receipt, following which the Holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of all proceeds from such public offering received by the Company to repay the outstanding amounts owed under this Note.

3. In consideration of the agreements of Holder hereunder, on the date hereof:

	(a)	the Company shall issue to Holder, for no additional consideration, a warrant to acquire 40,000 shares of Common Stock in the form as attached hereto as Exhibit 1 (the “Warrant”); and
	(b)	The Company shall pay to Holder the sum of $175,000, which the Parties acknowledge and agree shall be deemed a payment by the Company to the Holder pursuant to the Convertible Promissory Note issued by the Company to the Holder on June 10, 2021 (the “June 2021 Note”), and such payment shall be applied against the principal amount outstanding pursuant to the June 2021 Note.

	4.	Other than as amended herein, the Note shall remain in full force and effect.
	5.	This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. All questions concerning jurisdiction, venue and the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of the Purchase Agreement.
	6.	This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party.  A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.  Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

	Simplicity Esports and Gaming Company
	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Chief Executive Officer
	FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC
	By:	FirstFire Capital Management, LLC, its Manager
	By:	/s/ Xxx Fireman
	Name:	Xxx Fireman
	Title:	Manager

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Exhibit 1

Warrant

(Attached)

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