UNDERWRITING AGREEMENT between SIMPLICITY ESPORTS AND GAMING COMPANY and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters SIMPLICITY ESPORTS AND GAMING COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 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 ThinkEquity, a division of Fordham Financial Management, Inc., (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:
FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT Simplicity Esports and Gaming CompanySIMPLICITY ESPORTS & GAMING Co • April 10th, 2020 • 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
EXHIBIT A Form of Representative’s Warrant AgreementSIMPLICITY ESPORTS & GAMING Co • April 10th, 2020 • Retail-eating & drinking places
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 10th, 2020 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2020 (the “Initial Exercise 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 (the “Warrant Agent”).
