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 23rd, 2020 • 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.
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).
