0001493152-23-009977 Sample Contracts

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Simplicity Esports Signs Agreement • March 31st, 2023 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places

Simplicity Esports Signs Agreement to Convert Promissory Notes into 5% Common Stock Ownership and Extension to Exchange Agreement with Software Company Diverted River Technology, LLC

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Simplicity Esports and Gaming Company
SIMPLICITY ESPORTS & GAMING Co • March 31st, 2023 • Retail-eating & drinking places

Reference is made to the convertible promissory notes issued by Simplicity Esports And Gaming Company (“WINR” or the “Company”) and enumerated on Schedule A attached hereto (collectively, the “Notes”). Capitalized terms used but not defined herein shall have the same meanings set forth in the form of Transaction Documents (as defined below) enumerated on Exhibit A. In consideration of the promises and other good and valuable consideration specified herein, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the holders of such Notes and party hereto (each, a “Holder” and collectively, the “Holders”) agree that:

Amendment No. 2 to Exchange Agreement Dated as of March 10, 2023
Exchange Agreement • March 31st, 2023 • SIMPLICITY ESPORTS & GAMING Co • Retail-eating & drinking places

This Amendment No. 1 to Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment 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”), and (iii) Zachary Johnson (the “Members’ Representative”). Each of the Company, DRT and the Members’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.

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