SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 27th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 23, 2021, 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 JEFFERSON STREET CAPITAL LLC, a New Jersey limited liability company, with its address at 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSIMPLICITY ESPORTS & GAMING Co • August 27th, 2021 • Retail-eating & drinking places • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JEFFERSON STREET CAPITAL LLC, a New Jersey 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 156,250 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 23, 2021, is made by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), and Jefferson Street Capital LLC, a New Jersey limited liability company (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
