Exhibit 10.99


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2022 between Simplicity
Esports and Gaming Company, a Delaware corporation (the “Company”), and GS CAPITAL PARTNERS, LLC (“Holder”).


 


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Holder (the “Purchase
Agreement”).


 


The
Company and Holder hereby agree as follows:


 


 1. Definitions.




 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the
Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(c).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar
day following the date that the Initial Registration Statement is filed with the Commission, provided that if such Initial Registration
Statement is reviewed by the Commission, such date shall be extended to the 90th calendar day following the date that the
Initial Registration Statement is filed with the Commission, and with respect to any additional Registration Statements which may be
required pursuant to Section 2(c) or Section 3(c), the 30th calendar day following the date on which an additional Registration
Statement is required to be filed hereunder; provided, however, that in the event the Company is notified by the Commission
that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Date as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which the
Company is so notified if such date precedes the dates set forth or otherwise required above, provided, further, if such Effectiveness
Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event” shall have the meaning set forth in Section
2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following
the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section
3(c), the tenth (10th) business days following the date on which the Company is permitted by SEC Guidance to file such additional
Registration Statement related to the Registrable Securities.


 


“Holder”
has the meaning set forth in the introductory paragraph hereto. “Indemnified Party” shall have the meaning set forth
in Section 5(c).


 




    	 



     


    

 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a). “Prospectus” means the prospectus
included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all the shares of Common Stock then issued and issuable upon conversion
in full of the Note (assuming on such date the Note is converted in full without regard to any conversion limitations therein), (b) all
shares of Common Stock issued and issuable as interest or principal on the Note assuming all permissible interest and principal payments
are made in shares of Common Stock and the Note are held until maturity, (c) all Warrant Shares then issued and issuable upon exercise
of the Warrant (assuming on such date the Warrant is exercised in full without regard to any exercise limitations therein), (d) any additional
shares of Common Stock issued and issuable in connection with any anti-dilution provisions in the Note or the Warrant (in each case,
without giving effect to any limitations on conversion set forth in the Note or limitations on exercise set forth in the Warrant), (e)
the Commitment Shares, and (f) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable
Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder
with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared
effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance
with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or
(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant
to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the
Holder (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon
which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company).


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and
supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 




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“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


2. Shelf
Registration.




 


(a) On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not
then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate
form in accordance herewith (including Form S-1), subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed
by Holder) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling
Stockholder” section attached hereto as Annex B, provided, however, that Holder shall not be required to be named
as an “underwriter” without Holder’s express prior written consent. Subject to the terms of this Agreement, the Company
shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation,
under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event
no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement
continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement
(i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to
Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144,
as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer
Agent and the Holder (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement
as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holder via facsimile or by e- mail of
the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the
Commission. The Company shall, by the Trading Day after the effective date of such Registration Statement, file a final Prospectus with
the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness
or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).


 




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(b) Notwithstanding
the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly inform Holder thereof and use its commercially reasonable efforts to file amendments to the Initial Registration
Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered for resale
by the Commission, on Form S-3 or such other form that allows for the registration of additional securities via amendment, to register
for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form
S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided,
however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without
limitation, Compliance and Disclosure Interpretation 612.09.


 


(c) Notwithstanding
any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or
any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the
registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:


 


(i) First,
the Company shall reduce Registrable Securities represented by Commitment Shares;


 


(ii) Second,
the Company shall reduce Registrable Securities represented by Conversion Shares; and


 


(iii) Third,
the Company shall reduce all other Registrable Securities and any securities of the Company proposed to be included on such Registration
Statement which are held by other persons or entities and proposed to be included in the Registration Statement pursuant to the Other
Agreements (as defined in Section 6(b)), with such reduction to be pro rata between the Holder and such other persons or entities, based
on the number of Registrable Securities and other securities proposed to be registered for the account of Holder and such other persons
or entities, as applicable.


 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with
the calculations as to Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance
with the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by
Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements
on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on
the Initial Registration Statement, as amended.


 




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(d)
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, other than as a result of an objection by
the Holder to the filing of such Registration Statement (if the Company files the Initial Registration Statement without affording
the Holder the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have
not satisfied this clause (i)) or as a result of the failure by the Holder to comply with its obligations, covenants and agreements
herein, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance
with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is
notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement,
the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect
of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that
such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement
registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of
the Initial Registration Statement other than as a result of the failure by the Holder to comply with its obligations, covenants and
agreements herein, or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to
remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holder is otherwise
not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar
days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month
period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the
date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and
for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on
which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event
Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, on each such Event
Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until
the applicable Event is cured, the Company shall pay to Holder an amount in cash, as partial liquidated damages and not as a
penalty, equal to the product of (i) the Purchase Price paid by Holder pursuant to the Purchase Agreement and (ii) (A) 1%, if the
Event is an Event as set forth clause (i) or clause (iv) above and which results from the Company not filing a Registration
Statement or any such Prospectus or any amendments or supplements thereto as a result of Holder reasonably objecting thereto in good
faith as set forth in Section 3(a), or (B) 2% in the case of all other Events. If the Company fails to pay any partial liquidated
damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate
of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from
the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial
liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure
of an Event.


 




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(e) If
Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3
as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect
until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 


(f) Notwithstanding
anything to the contrary contained herein, in no event shall the Company be permitted to name Holder or affiliate of Holder as any Underwriter
without the prior written consent of Holder.


 


 3. Registration Procedures.




 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or
deemed to be incorporated therein by reference), the Company shall (i) furnish to Holder copies of all such documents proposed to be
filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of
Holder, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such
inquiries as shall be necessary, in the reasonable opinion of respective counsel to Holder, to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any
amendments or supplements thereto to which Holder shall reasonably object in good faith, provided that, the Company is notified of
such objection in writing no later than five (5) Trading Days after the Holder has been so furnished copies of a Registration
Statement or one (1) Trading Day after the Holder has been so furnished copies of any related Prospectus or amendments or
supplements thereto, and provided that any failure to file any Registration Statement or any such Prospectus or any amendments or
supplements thereto as a result of an objection not made in good faith or for good reason by Holder shall not result in any Event
hereunder. Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex
B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the
Filing Date or by the end of the fourth (4th) Trading Day following the date on which Holder receives draft materials in
accordance with this Section. The Company’s obligations to Holder in this Section 3(a) is satisfied upon furnishing Holder
copies of all documents proposed to be filed with the Commission within the time limit provided herein and that the Company may
proceed to file such documents with the Commission unless Holder objects in writing. In the event that Holder does not provide to
the Company the Selling Stockholder Questionnaire within the time provided for herein, the Company shall have the right to delay the
applicable filing of any Registration Statement until the Selling Stockholder Questionnaire is received, and such delay shall not
result in any Event hereunder, provided however, that in such event, the Company, may at its sole discretion, proceed to file a
Registration Statement prior to receiving such Selling Stockholder Questionnaire.


 




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(b) (i)
Prepare and file with the Commission such amendments, including post- effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holder true and complete copies of all correspondence
from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein
which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holder thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 


(b) If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file prior to the applicable Filing Date, an additional Registration
Statement covering the resale by the Holder of not less than the number of such Registrable Securities.


 


(c)
Notify the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be
accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by
any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the
issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv)
of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a
Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the
Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to
allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any
such notice contain any information which would constitute material, non-public information regarding the Company or any of its
Subsidiaries.


 




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(d) Use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(e) Furnish
to Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such
Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly
after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or successor
thereto) need not be furnished in physical form.


 


(f) Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement
thereto, except after the giving of any notice pursuant to Section 3(d).


 


(g) Prior
to any resale of Registrable Securities by Holder, use its commercially reasonable efforts to register or qualify or cooperate with the
Holder in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as Holder
reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business
in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not
then so subject or file a general consent to service of process in any such jurisdiction.


 




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(h) If
requested by Holder, cooperate with Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted
by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any Holder may request.


 


(i) Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account
the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company notifies the Holder in accordance with clauses (iii) through (vi) of Section
3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holder shall
suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may
be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the
availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant
to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any twelve (12)-month period.


 


(j) Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and
the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement
or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holder in writing if, at
any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holder is required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(k) Once
the Company is eligible to use Form S-3 (or any successor form thereof) The Company shall use its commercially reasonable efforts to
convert the current Form S-1 into a resale registration statement on Form S-3 and maintain eligibility for use of Form S-3 (or any successor
form thereto) for the registration of the resale of Registrable Securities.


 


(l)
The Company may require Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by Holder and the natural persons thereof that have voting and dispositive control over the shares. During any
periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities
solely because Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated
damages that are accruing at such time as to Holder only shall be tolled and any Event that may otherwise occur solely because of
such delay shall be suspended as to Holder only, until such information is delivered to the Company.


 




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4. Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the
Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading,
and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable
Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and the fees and disbursements of
one counsel for Holder not to exceed $7,500, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi)
fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by
this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any
broker or similar commissions of Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs
of the Holder.


 


 5. Indemnification.




 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless Holder, the
officers, directors, members, managers, partners, agents, brokers (including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees
(and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of Holder, each Person who controls Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, members, managers, stockholders, partners, agents and employees (and any other
Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other
title) of each such controlling Person (each an “Holder Indemnified Party”), to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any
untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation
thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based upon information regarding Holder furnished in writing to the Company
by such Holder Indemnified Party expressly for use therein, or to the extent that such information relates to Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for
use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that Holder has
approved Annex A hereto for this purpose), (ii) that such Losses arise from (A) an Holder Indemnified Party’s use of an
outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is
outdated, defective or otherwise unavailable for use by Holder and prior to the receipt by Holder of the Advice contemplated in
Section 6(c); or (B) any omission of the Holder to notify the Company of any material fact that should be stated in the Registration
Statement or prospectus relating to the Holder or the manner of sale. The Company shall notify the Investor promptly of the
institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this
Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by Holder in accordance with
Section 6(f).


 






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(b) Indemnification
by Holder. Holder shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus
or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Stockholder
Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by
Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this
purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of Holder be greater in amount than
the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the
amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon
the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 


(c) Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection
with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by
a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially
and adversely prejudiced the Indemnifying Party.


 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party after having received from the Indemnified Party in
any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest
is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one
separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of
any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) not to be entitled to indemnification hereunder.


 




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(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made
by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’
or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. In no event shall the contribution obligation of Holder be greater in amount than the dollar amount of the proceeds
(net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution obligation.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


 6. Miscellaneous.




 


(a) Remedies.
In the event of a breach by the Company or by Holder of any of their respective obligations under this Agreement, Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and Holder agrees that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall
not assert or shall waive the defense that a remedy at law would be adequate.


 




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(b) No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders
(other than the Holder in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than
the Registrable Securities, provided that the Company and Holder acknowledge and agree that the Company is, as of the date hereof, a
party to certain other registration rights agreements similar to this Agreement or other instruments with other holders of the Company’s
securities as enumerated on Schedule 6(b) hereto (the “Other Agreements”), and the Company is obligated to, and shall
be permitted to, subject to the Holder’s rights herein, include on any Registration Statements any of the securities of the Company
which are required or permitted to be registered for sale pursuant to the Other Agreements, and any such inclusion shall be permitted
hereunder. Other than as set forth herein, the Company shall not file any other registration statements until all Registrable Securities
are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall
not prohibit the Company from filing a registration statement for an underwritten offering. Notwithstanding anything herein to the contrary,
the fact that one or more Registration Statements as set forth herein is not filed, or the effectiveness thereof is delayed, or all or
any portion of the Registrable Securities are not registered pursuant to the provisions herein, for any reason, the Company shall not
be prohibited from filing any other registration statements as required in order for the Company to comply with the Other Agreements.


 


(c) Discontinued
Disposition. By its acquisition of Registrable Securities, Holder agrees that, upon receipt of a notice from the Company of the occurrence
of any event of the kind described in Section 3(d)(iii) through (vi), Holder will forthwith discontinue disposition of such Registrable
Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use
of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that
any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject
to the provisions of Section 2(d).


 


(d) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by
the Company and Holder.


 


(e) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.


 


(f) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of Holder. The Company may not assign (except by merger) its rights or obligations hereunder without
the prior written consent of the Holder. Holder may assign its rights hereunder in the manner and to the Persons as permitted under Section
8(g) of the Purchase Agreement.


 




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(g) No
Inconsistent Agreements. Other than the registration rights granted pursuant to the Other Agreements, neither the Company nor any
of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this
Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the
Holder in this Agreement or otherwise conflicts with the provisions hereof.


 


(h) Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


(i) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.


 


(j) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(k) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(l) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or
affect any of the provisions hereof.


 


********************


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	SIMPLICITY ESPORTS AND GAMING COMPANY	 
	 	 
	BY:	/s/ Roman Franklin	 
	Name:	Roman Franklin	 
	Title:	Chief Executive Officer	 




 




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[SIGNATURE
PAGE OF HOLDER TO REGISTRATION RIGHTS AGREEMENT]


 


Name
of Holder: GS CAPITAL PARTNERS, LLC


 


	Signature of Authorized Signatory of Holder:	/s/ Gabe Sayegh




 


Name of Authorized Signatory: Gabe Sayegh


 


Title
of Authorized Signatory: President


 




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