SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 13, 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 GS Capital Partners LLC, (the “Buyer”).
COMMON STOCK PURCHASE WARRANT SIMPLICITY ESPORTS AND GAMING COMPANYSecurity Agreement • September 19th, 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 18,000 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.
