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.
Amendment No. 1 to Convertible Promissory Note Dated as of September 17, 2021Convertible Promissory Note • October 12th, 2021 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This Amendment No. 1 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.”
