SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 2 1, 2022, 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 Ionic Ventures, LLC (the “Buyer”).
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSecurity Agreement • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GS CAPITAL PARTNERS, LLC, 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 37,500 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 • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Holder (the “Purchase Agreement”).
Amendment and Waiver Pursuant to Convertible Promissory NoteConvertible Promissory Note Amendment • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This Amendment and Waiver Pursuant to Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”) and Lucas Ventures, LLC, an Arizona limited liability company (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT #2 TO THE PROMISSORY NOTE AND SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 19, 2021 Dated as of March 16, 2022Promissory Note and Securities Purchase Agreement • April 8th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This AMENDMENT #2 (this “Amendment”) to the Note (as defined below), is entered into on March 16, 2022 (the “Effective Date”), is entered into by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”) and Labrys Fund, LP, a Delaware limited partnership (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”
