Exchange Agreement BY AND AMONG Simplicity Esports and Gaming Company, Diverted River Technology, LLC, The Member(s) of Diverted River Technology, LLC from Time to Time And Zachary Johnson as the Members’ RepresentativeExchange Agreement • September 28th, 2022 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places • Delaware
This Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”); (ii) Diverted River Technology, LLC, an Indiana limited liability company (“DRT”), (iii) Diamond Dogs Investments, LLC, an Indiana limited liability company (“DDI”), which is the sole member of DRT as of the Effective Date, (iv) any Person (as defined below) who may become a member of DRT following the Effective Date and who shall join this Agreement as set forth herein (the “Joining Members”) and (v) Zachary Johnson as the Representative of the DRT Members, as defined below (the “Members’ Representative”). Each of DRT and the DRT Members at any applicable time may be referred to collectively herein as the “DRT Parties” and separately as a “DRT Party”. Each of the Company, each DRT Party and the Members’ Representative may be referred to herein collectively as the “Parties
