Exhibit
10.1


 





 






 


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’ Representative


 





 






 




    	 



    	 



    

 


TABLE
OF CONTENTS


 


	 	 	PAGE
	ARTICLE
    I.	Definitions
    and Interpretations	1
	Section
    1.01	Definitions	1
	Section
    1.02	Interpretive
    Provisions	7
	 	 	 
	ARTICLE
    II.	The
    Transactions	8
	Section
    2.01	DRT
    Members	8
	Section
    2.02	The
    Exchange.	8
	Section
    2.03	Closing	9
	Section
    2.04	Directors
    and Officers; Employment Agreements	9
	Section
    2.05	DRT
    Deliverables at the Closing	9
	Section
    2.06	Company
    Deliverables at the Closing.	10
	Section
    2.07	Actions
    Prior to the Closing.	10
	Section
    2.08	Additional
    Documents	10
	Section
    2.09	Change
    of Name.	10
	Section
    2.10	Conveyance
    Taxes	10
	 	 	 
	ARTICLE
    III.	Representations
    and Warranties of the DRT Parties	10
	Section
    3.01	Corporate
    Existence and Power	11
	Section
    3.02	Due
    Authorization.	11
	Section
    3.03	Valid
    Obligation	11
	Section
    3.04	No
    Conflict With Other Instruments	11
	Section
    3.05	Governmental
    Authorization.	11
	Section
    3.06	Authorized
    Interests	11
	Section
    3.07	Validity
    of Interests	12
	Section
    3.08	Title
    to and Issuance of the Membership Interests	12
	Section
    3.09	Litigation
    and Proceedings	12
	Section
    3.10	General
    Compliance.	12
	Section
    3.11	Compliance
    with Laws; Permits	13
	Section
    3.12	Contracts	13
	Section
    3.13	Intellectual
    Property.	13
	Section
    3.14	Condition
    and Sufficiency of Assets	14
	Section
    3.15	Accounts
    Receivable	14
	Section
    3.16	Title	15
	Section
    3.17	Insurance.	15
	Section
    3.18	Taxes	15
	Section
    3.19	Transactions
    with Affiliates	16
	Section
    3.20	Foreign
    Corrupt Practices	16
	Section
    3.21	Money
    Laundering.	17
	Section
    3.22	Illegal
    or Unauthorized Payments; Political Contributions	17
	Section
    3.23	Environmental
    Laws	17
	Section
    3.24	Investment
    Company.	17
	Section
    3.25	No
    Disqualification Events	17
	Section
    3.26	Investment
    Representations	17
	Section
    3.27	Approval
    of Agreement	20
	Section
    3.28	No
    Brokers	20


 




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	ARTICLE
    IV.	Representations
    and Warranties of the Company	20
	Section
    4.01	Corporate
    Existence and Power	21
	Section
    4.02	Due
    Authorization.	21
	Section
    4.03	Valid
    Obligation	21
	Section
    4.04	No
    Conflict With Other Instruments	21
	Section
    4.05	Governmental
    Authorization.	21
	Section
    4.06	Authorized
    Shares and Capital	21
	Section
    4.07	Validity
    of Shares	21
	Section
    4.08	Approval
    of Agreement	21
	Section
    4.09	No
    Brokers	21
	Section
    4.10	No
    Liabilities	21
	 	 	 
	ARTICLE
    V.	Additional
    Covenants of the Parties	22
	Section
    5.01	Delivery
    of Books and Records	22
	Section
    5.02	Third
    Party Consents and Certificates	22
	Section
    5.03	Notices
    of Certain Events	22
	Section
    5.04	Due
    Diligence Review	22
	Section
    5.05	No-Shop.	23
	Section
    5.06	Affirmative
    Covenants	24
	Section
    5.07	Negative
    Covenants	25
	 	 	 
	ARTICLE
    VI.	Conditions
    to the Closing	26
	Section
    6.01	Conditions
    to the Obligations of all of the Parties	26
	Section
    6.02	Conditions
    to the Obligations of the Company for the Closing.	27
	Section
    6.03	Condition
    to the Obligations of the DRT Parties For the Closing	27
	 	 	 
	ARTICLE
    VII.	Termination;
    Survival	28
	Section
    7.01	Termination	28
	Section
    7.02	Specific
    Enforcement	29
	Section
    7.03	Survival
    After Termination	29
	 	 	 
	ARTICLE
    VIII.	Indemnification	29
	Section
    8.01	Indemnification
    of Company.	29
	Section
    8.02	Indemnification
    of the DRT Parties	30
	Section
    8.03	Procedure.	30
	Section
    8.04	Periodic
    Payments	31
	Section
    8.05	Insurance.	31
	Section
    8.06	Time
    Limit.	32
	Section
    8.07	Certain
    Limitations	32
	Section
    8.08	Effect
    of Investigation.	32
	Section
    8.09	Exclusive
    Remedy.	32
	 	 	 
	ARTICLE
    IX.	Miscellaneous	33
	Section
    9.01	Notices	33
	Section
    9.02	Governing
    Law	33
	Section
    9.03	Waiver
    of Jury Trial	34
	Section
    9.04	Arbitration	34
	Section
    9.05	Limitation
    on Damages	35
	Section
    9.06	Attorneys’
    Fees	35
	Section
    9.07	Confidentiality	35
	Section
    9.08	Third
    Party Beneficiaries	36
	Section
    9.09	Expenses	36


 




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	Section
    9.10	Entire
    Agreement	36
	Section
    9.11	Survival	36
	Section
    9.12	Amendment;
    Waiver	36
	Section
    9.13	DRT
    Members’ Representative.	37
	Section
    9.14	Arm’s
    Length Bargaining; No Presumption Against Drafter	37
	Section
    9.15	Headings	37
	Section
    9.16	No
    Assignment or Delegation.	38
	Section
    9.17	Commercially
    Reasonable Efforts	38
	Section
    9.18	Further
    Assurances	38
	Section
    9.19	Specific
    Performance.	38
	Section
    9.20	Counterparts	38


 


	Annex
    and Exhibits
	 	 
	Annex
    1	Joinder
    to Exchange Agreement
	 	 
	Exhibit
    A	Form
    of Assignment of Membership Interests
	Exhibit
    B	Capitalization
    Table


 




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EXCHANGE
AGREEMENT


 


Dated
as of September 28, 2022


 


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” and separately as a “Party”.


 


WHEREAS,
at the Closing (as defined below), the Company agrees to acquire from the DRT Members 100% of the membership interests of DRT (the “Membership
Interests”) held by the DRT Members as of the Closing in exchange for the issuance by the Company to the DRT Members of shares
of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”); and


 


WHEREAS,
DRT will become a wholly owned subsidiary of the Company;


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:


 


ARTICLE
I. DEFINITIONS AND INTERPRETATIONS


 


Section
1.01 Definitions. The following terms, as used herein, have the following meanings


 


	 	(a)	“Accredited
    Investor” means an ‘accredited investor’ as that term is defined in Rule 501(a) of Regulation D promulgated pursuant
    to the Securities Act.
	 	 	 
	 	(b)	“Acquisition
    Inquiry” means an inquiry, indication of interest or request for nonpublic information that could reasonably be expected to
    lead to an Acquisition Proposal.
	 	 	 
	 	(c)	“Acquisition
    Transaction” means any transaction or series of related transactions with a Person or “group” (as defined in the
    Exchange Act and the rules promulgated thereunder) concerning any (i) merger, consolidation, business combination, share exchange,
    joint venture or similar transaction involving DRT or any DRT Member pursuant to which such Person or “group” would own
    5% or more of the consolidated assets, revenues or net income of DRT, (ii) sale, lease, license or other disposition directly or
    indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of DRT representing
    5% or more of the consolidated assets, revenues or net income of DRT, (iii) issuance or sale or other disposition (including by way
    of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of any Equity Securities of
    DRT, (iv) transaction or series of transactions in which any Person or “group” would acquire beneficial ownership or
    the right to acquire beneficial ownership of any Equity Securities of DRT, (v) action to make the provisions of any “fair price”,
    “moratorium”, “control share acquisition”, “business combination” or other similar anti- takeover
    statute or regulation inapplicable to any transaction, or (vi) any combination of any of the foregoing.


 




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	 	(d)	“Action”
    means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or
    otherwise.
	 	 	 
	 	(e)	“Affiliate”
    means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with
    such Person.
	 	 	 
	 	(f)	“Agreement”
    has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(g)	“Arbitrator”
    has the meaning set forth in Section 9.04(a).
	 	 	 
	 	(h)	“Assignment”
    has the meaning set forth in Section 2.05(a).
	 	 	 
	 	(i)	“Authorized
    Shares Increase” has the meaning set forth in Section 2.07.
	 	 	 
	 	(j)	“Business
    Day” means any day that is not a Saturday, Sunday or other day on which banking institutions in Delaware are authorized or
    required by law or executive order to close.
	 	 	 
	 	(k)	“Cap”
    has the meaning set forth in Section 8.07(a).
	 	 	 
	 	(l)	“Closing
    Date” has the meaning set forth in Section 2.03.
	 	 	 
	 	(m)	“Closing”
    has the meaning set forth in Section 2.03.
	 	 	 
	 	(n)	“Code”
    means the Internal Revenue Code of 1986, as amended.
	 	 	 
	 	(o)	“Company
    Board” means the Board of Directors of the Company.
	 	 	 
	 	(p)	“Company
    Common Stock” has the meaning set forth in the recitals hereto.
	 	 	 
	 	(q)	“Company
    Indemnified Party” has the meaning set forth in Section 8.01.
	 	 	 
	 	(r)	“Company
    Organizational Documents” has the meaning set forth in Section 4.01.
	 	 	 
	 	(s)	“Company
    Stock” has the meaning set forth in the recitals.
	 	 	 
	 	(t)	“Company”
    has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(u)	“Contract”
    means any contract, lease, deed, mortgage, license, instrument, note, commitment, undertaking, indenture, joint venture and all other
    agreements, commitments and legally binding arrangements, whether written or oral.


 




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	 	(v)	“Control”
    of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
    of such Person, whether through the ownership of voting securities, by Contract, or otherwise, with “Controlled”, “Controlling”
    and “under common Control with” have correlative meanings; and provided that, without limiting the foregoing a Person
    (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning
    beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for
    election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10%
    or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other
    than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner ) of the
    Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law,
    sister-in-law, or brother- in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled
    Person or of which an Affiliate of the Controlled Person is a trustee.
	 	 	 
	 	(w)	“DDI”
    has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(x)	“DDI
    Members” has the meaning set forth in Section 2.01(a).
	 	 	 
	 	(y)	“Derivatives”
    means any options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating
    to the Equity Securities of a Person or obligating such Person to issue or sell any of its Equity Securities.
	 	 	 
	 	(z)	“Direct
    Claim” has the meaning set forth in Section 8.03(c).
	 	 	 
	 	(aa)	“Disqualification
    Event” has the meaning set forth in Section 3.25.
	 	 	 
	 	(bb)	“DRT
    Indemnified Party” has the meaning set forth in Section 8.02.
	 	 	 
	 	(cc)	“DRT
    Members” means the Persons who are members of DRT as of the applicable time, being DDI and/or each of the Joining Members.
	 	 	 
	 	(dd)	“DRT
    Organizational Documents” has the meaning set forth in Section 3.01.
	 	 	 
	 	(ee)	“DRT
    Party” and “DRT Parties” have the meanings set forth in the introductory paragraph hereto.
	 	 	 
	 	(ff)	“DRT”
    has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(gg)	“Effective
    Date” has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(hh)	“Employment
    Agreement” has the meaning set forth in Section 2.04(d).
	 	 	 
	 	(ii)	“Encumbrance”
    means any security interest, pledge, mortgage, lien, charge, limitation, condition, equitable interest, option, easement, encroachment,
    right of first refusal, or similar adverse claim or restriction, including any restriction on transfer or other assignment, as security
    or otherwise, of or relating to use, quiet enjoyment, voting, receipt of income or exercise of any other attribute of ownership.
	 	 	 
	 	(jj)	“Environmental
    Laws” has the meaning set forth in Section 3.23.


 




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	 	(kk)	“Equity
    Security” means, in respect of any Person, (a) any capital stock or similar security, (b) any security convertible into or
    exchangeable for any security described in clause (a), (c) any option, warrant, or other right to purchase or otherwise acquire any
    security described in clauses (a), (b), or (c), and, (d) any “equity security” within the meaning of the Exchange Act.
	 	 	 
	 	(ll)	“Exchange
    Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
	 	 	 
	 	(mm)	“Exchange
    Shares” has the meaning set forth in Section 2.02(b).
	 	 	 
	 	(nn)	“Exchange”
has the meaning set forth in Section 2.02(c).
	 	 	 
	 	(oo)	“GAAP”
means United States generally accepted accounting principles as in effect from time to time.
	 	 	 
	 	(pp)	“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator,
court or tribunal of competent jurisdiction.
	 	 	 
	 	(qq)	“Governmental
Authorization” means any (a) consent, license, registration, or permit issued, granted, given, or otherwise made available by or
under the authority of any Governmental Authority or pursuant to any Law; or (b) right under any Contract with any Governmental Authority.
	 	 	 
	 	(rr)	“Indemnified
Party” has the meaning set forth Section 8.03.
	 	 	 
	 	(ss)	“Indemnifying
    Party” has the meaning set forth Section 8.03.
	 	 	 
	 	(tt)	“Intellectual
    Property Registrations” has the meaning set forth in Section 3.13(c).
	 	 	 
	 	(uu)	“Intellectual
    Property” means all of the following and similar intangible property and related proprietary rights, interests and protections,
    however arising, pursuant to the Laws of any jurisdiction throughout the world: (i) trademarks, service marks, trade names, brand
    names, logos, trade dress and other proprietary indicia of goods and services, whether registered or unregistered, and all registrations
    and applications for registration of such trademarks, including intent-to-use applications, all issuances, extensions and renewals
    of such registrations and applications and the goodwill connected with the use of and symbolized by any of the foregoing; (ii) internet
    domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority;
    (iii) original works of authorship in any medium of expression, whether or not published, all copyrights (whether registered or unregistered),
    all registrations and applications for registration of such copyrights, and all issuances, extensions and renewals of such registrations
    and applications; (iv) confidential information, formulas, designs, devices, technology, know-how, research and development, inventions,
    methods, processes, compositions and other trade secrets, whether or not patentable; and (v) patented and patentable designs and
    inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional applications
    and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals of such patents
    and applications.


 




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	 	(vv)	 “Joinder”
    has the meaning set forth in Section 2.01(b).
	 	 	 
	 	(ww)	“Joinder
    Date”, as to any DRT Member, means the date that such DRT Member executes a Joinder and becomes a party to this Agreement.
	 	 	 
	 	(xx)	 “Joining
    Members” has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(yy)	 “Knowledge
    of DRT” means the actual knowledge, assuming due inquiry, of Zachary Johnson or any manager or executive officer of DRT.
	 	 	 
	 	(zz)	 “Law”
    means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.
	 	 	 
	 	(aaa)	“Lien”
    means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional
    sale or voting agreement or proxy, including any agreement to give any of the foregoing.
	 	 	 
	 	(bbb)	“Losses”
    and “Loss” has the meaning set forth in Section 8.01.
	 	 	 
	 	(ccc)	“Material
    Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become,
    individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise)
    or assets of the affected Party, or (b) the ability of the affected Party to consummate the Transactions on a timely basis; provided,
    however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly
    or indirectly, arising out of or attributable to: (i) any changes, conditions or effects in the United States economy or securities
    or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which the affected Party
    operates; (iii) any change, effect or circumstance resulting from an action required or permitted by this Agreement; or (iv) conditions
    caused by acts of terrorism or war (whether or not declared); provided further, however, that any event, occurrence, fact, condition,
    or change referred to in clauses (i), (ii) or (iv) immediately above shall be taken into account in determining whether a Material
    Adverse Effect has occurred to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on
    the affected Party compared to other participants in the industries in which the affected Party conducts its business.
	 	 	 
	 	(ddd)	“Members’
    Representative” has the meaning set forth in the introductory paragraph hereto.
	 	 	 
	 	(eee)	“Membership
    Interests” has the meaning set forth in the recitals.
	 	 	 
	 	(fff)	 “Non-U.S.
    Person” means a Person who is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the
    Securities Act.
	 	 	 
	 	(ggg)	“Order”
    means any decree, order, judgment, writ, award, injunction, rule, injunction, stay, decree, judgment or restraining order or consent
    of or by a Governmental Authority.


 




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	 	(hhh)	“Ordinary
    Course of Business” means an action which is taken in the ordinary course of the normal day-to-day operations of the Person
    taking such action consistent with the past practices of such Person, is not required to be authorized by the board of directors
    of such Person (or by any Person or group of Persons exercising similar authority) and is similar in nature and magnitude to actions
    customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority),
    in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.
	 	 	 
	 	(iii)	“Party”
    and “Parties” have the meanings set forth in the introductory paragraph hereto.
	 	 	 
	 	(jjj)	 “Person”
    means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
    limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
    subdivision thereof, or an agency or instrumentality thereof.
	 	 	 
	 	(kkk)	“Regulation
    S” means Regulation S promulgated under the Securities Act.
	 	 	 
	 	(lll)	 “Representative”
    means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants
    and other agents of such Person.
	 	 	 
	 	(mmm)	“Rule
    144” has the meaning set forth in Section 3.26(h).
	 	 	 
	 	(nnn)	“SEC
    Reports” has the meaning set forth in the introductory paragraph to Article IV.
	 	 	 
	 	(ooo)	“SEC”
    means the U.S. Securities and Exchange Commission.
	 	 	 
	 	(ppp)	“Securities
    Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
	 	 	 
	 	(qqq)	“Tax
    Return” means any return, declaration, report, claim for refund, information return or statement or other document relating
    to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
	 	 	 
	 	(rrr)	 “Tax(es)”
    means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature
    imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods
    and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation,
    employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum,
    alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901
    of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar
    provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest,
    penalty, additions to tax or additional amount imposed with respect thereto.


 




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	 	(sss)	“Taxing
    Authority” means the Internal Revenue Service and any other Governmental Authority responsible for the collection, assessment
    or imposition of any Tax or the administration of any Law relating to any Tax.
	 	 	 
	 	(ttt)	 “Termination
    Date” means December 15, 2022.
	 	 	 
	 	(uuu)	“Third-Party
    Claim” has the meaning set forth in Section 8.03(a).
	 	 	 
	 	(vvv)	“Transaction
    Documents” means this Agreement, the Joinders, the Assignments, and any other certificate, agreement or document entered into
    or delivered in connection with the transactions as contemplated herein or therein.
	 	 	 
	 	(www)	“Transactions”
    means the transactions contemplated by the Transaction Documents.
	 	 	 
	 	(xxx)	“United
    States” means the United States of America, its territories and possessions, any State of the United States, and the District
    of Columbia.
	 	 	 
	 	(yyy)	“U.S.
    Person” means (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated
    under the laws of the United States; (iii) any estate of which any executor or administrator is a US Person; (iv) any trust of which
    any trustee is a US Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary
    account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US
    Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized,
    incorporated, or (if an individual) resident of the United States; or (viii) Any partnership or corporation if (1) organized or incorporated
    under the laws of any foreign jurisdiction and (2) formed by a US Person principally for the purpose of investing in securities not
    registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule
    501(a) of Regulation D promulgated under the Securities Act) who are not natural persons, estates or trusts.


 


Section
1.02 Interpretive Provisions. Unless the express context otherwise requires (i) the words “hereof,” “herein,”
and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not
to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural,
and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific
Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement;
(v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be
deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender;
(vii) references herein to any Person shall include such Person’s heirs, executors, personal Representatives, administrators, successors
and assigns; provided, however, that nothing contained herein is intended to authorize any assignment or transfer not otherwise permitted
by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other
capacity; (ix) references herein to any Contract or agreement (including this Agreement) mean such Contract or agreement as amended,
supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period
of time, the word “from” means “from and including” and the words “to” and “until” each
means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified,
codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to
any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.


 




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ARTICLE
II. THE TRANSACTIONS


 


Section
2.01 DRT Members.


 


	 	(a)	The
    Parties acknowledge and agree that, as of the Effective Date, DDI is the sole member of DRT, holding 100% of the Membership Interests.
    The Parties currently anticipate that, following the Effective Date, DDI may distribute the Membership Interests to the members of
    DDI (the “DDI Members”), which distribution shall be completed pro rata based on the respective ownership of DDI by the
    DDI Members.
	 	 	 
	 	(b)	Upon
    any Person becoming a DRT Member pursuant to the distribution as set forth in Section 2.01(a), such Person shall execute a Joinder
    to Exchange Agreement in the form as attached hereto as Annex 1 (each, a “Joinder”), pursuant to which such Person shall
    join this Agreement as a DRT Member, and shall make all of the representations and warranties, and shall agree to all of the covenants
    and other agreements applicable to the DRT Members herein. Upon the execution of any Joinder(s), the Parties shall update the Capitalization
    Table (as defined below) to reflect the then-current ownership of DRT.
	 	 	 
	 	(c)	At
    the time that DDI has distributed all of the Membership Interests to the DDI Members such that DDI no longer holds any Membership
    Interests, and subject to each of such recipients having joined this Agreement pursuant to a Joinder, DDI shall remain a Party to
    this Agreement but shall no longer be a “DRT Member” for any purposes of this Agreement.


 


Section
2.02 The Exchange.


 


	 	(a)	On
    the terms and subject to the conditions set forth in this Agreement, at the Closing, the DRT Members as of the Closing, who hold
    100% of the Membership Interests as of the Closing, shall sell, assign, transfer and deliver to the Company, free and clear of all
    Liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Membership Interests
    held by them.
	 	 	 
	 	(b)	All
    of the Membership Interests shall be exchanged, collectively, for a number of shares of Company Common Stock which equals 80% of
    the issued and outstanding shares of Company Common Stock as of the Closing (the “Exchange Shares”), which Exchange Shares
    shall be apportioned between the DRT Members pro rata based on the percentage of the Membership Interests held by the DRT Member
    as set forth on the Capitalization Table (as defined below). The Exchange Shares shall be issued in book entry form and shall not
    be certificated.
	 	 	 
	 	(c)	The
    exchange as set forth in this Section 2.02, subject to the other terms and conditions herein, is referred to collectively herein
    as the “Exchange”.
	 	 	 
	 	(d)	At
    the Closing (as defined below) the DRT Members shall, on transfer of their respective Membership Interests to the Company, be recorded
    in the stock ledger of the Company as the owners of the applicable Exchange Shares.


 




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Section
2.03 Closing. The closing of the Transactions (the “Closing”) shall occur on second Business Day following the satisfaction
or waiver (by the Party for whose benefit the conditions to exist) of the conditions to closing set forth in Section 6.01, Section 6.02
and Section 6.03, or at such other date, time or place as the Parties may agree (the date and time at which the Closing is actually held
being the “Closing Date”), via the exchange of electronic documents and other items as required herein.


 


Section
2.04 Directors and Officers; Employment Agreements.


 


	 	(a)	As
    of the Closing, the Company Board shall be comprised of seven (7) individuals, three (3) of whom may be employees of the Company
    and four (4) of whom must be people meeting the requirements necessary to be deemed an “independent director” under the
    applicable Laws, rules, and regulations of the SEC.
	 	 	 
	 	(b)	At
    the Closing, the Company Board shall expand the size of the Company Board by three persons to a total of seven, and shall name Zachary
    Johnson, and, within 90 days after Closing, two other persons as directors on the Company Board, one of whom shall be an independent
    director.
	 	 	 
	 	(c)	At
    the Closing, the Company Board shall name Zachary Johnson as the Chief Executive Officer of the Company (or such other position as
    may be agreed by the Parties). Within 90 days of Closing, the Company Board shall name one other person as Chief Technology Officer,
    subject to the approval of Zachary Johnson.
	 	 	 
	 	(d)	At
    the Closing, the Company shall enter into employment agreements with each of Zachary Johnson and certain other employees of DRT as
    identified and agreed to by the Parties, each to be in form and substance as agreed to by the Company, DRT and the applicable employee
    (each, an “Employment Agreement”). Within 90 days of the Closing, the Company shall hire Velocity 42 Limited as its primary
    software developer.


 


Section
2.05 DRT Deliverables at the Closing. At the Closing, DRT or the DRT Members, as applicable, shall deliver to the Company the
following:


 


	 	(a)	Each
    DRT Member shall deliver to the Company an Assignment of Membership Interests in the form as attached hereto as Exhibit A (the “Assignment”),
    duly completed and executed by such DRT Member.
	 	 	 
	 	(b)	DRT
    shall deliver to the Company a certificate of the Secretary of DRT and the Members Representative on behalf of the DRT Members, dated
    as of the Closing Date, and:


 


	 	(i)	certifying
    that the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied and that the statements therein are true
    and correct; and
	 	 	 
	 	(ii)	attaching
    a certificate of status issued by the Indiana Secretary of State for DRT, dated as of a date within 5 days of the Closing Date; and


 


	 	(c)	DRT
    shall deliver to the Company each of the Employment Agreements entered into by the persons as determined pursuant to Section 2.04(d),
    each duly executed by the applicable employee a counterparty thereto.


 




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Section
2.06 Company Deliverables at the Closing. At the Closing, the Company shall:


 


	 	(a)	Record
    the applicable DRT Members in the books and records of the Company as the owners of the applicable Exchange Shares;
	 	 	 
	 	(b)	Deliver
    to the Members’ Representative on behalf of the DRT Members a certificate of the Secretary of the Company, dated as of the
    Closing Date, and:


 


	 	(i)	certifying
    that the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied and that the statements therein are true
    and correct; and
	 	 	 
	 	(ii)	attaching
    a certificate of status issued by the Delaware Secretary of State for the Company, dated as of a date within 5 days of the Closing
    Date; and


 


	 	(c)	Deliver
    to DRT a copy of each of the Employment Agreements entered into by the persons as determined pursuant to Section 2.04(d), each duly
    executed by an authorized officer of the Company.


 


Section
2.07 Actions Prior to the Closing. The Parties acknowledge and agree that, prior to the Closing and as a condition thereto, the
Company shall complete an amendment of its Certificate of Incorporation to increase the authorized shares of Company Common Stock to
250,000,000 shares (the “Authorized Shares Increase”), and the representations and warranties related thereto shall be deemed
automatically updated upon the completion of the Authorized Shares Increase.


 


Section
2.08 Additional Documents. At and following the Closing, the Company, DRT, the Members’ Representative and the DRT Members
shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered
at or prior to or following the Closing, together with such other items as may be reasonably requested by the Parties and their respective
legal counsel in order to effectuate or evidence the Transactions.


 


Section
2.09 Change of Name. The Parties acknowledge and agree that, following the Closing, the Company expects to undertake a change
of name to “Diverted River Technology, Inc.” or such other name as determined by the Company Board following the Closing.


 


Section
2.10 Conveyance Taxes. Each DRT Member will pay all sales, use, value added, transfer, stamp, registration, documentary, excise,
real property transfer or gains, or similar Taxes incurred by such DRT Member as a result of the Transactions.


 


ARTICLE
III. Representations and Warranties of the DRT Parties


 


As
an inducement to, and to obtain the reliance of the Company, the DRT Parties, jointly and severally (other than with respect to the representations
and warranties as set forth in Section 3.08 and Section 3.26 which are given by each DRT Member individually, severally and not jointly
and severally, and solely with respect to the Membership Interests held by such DRT Member and with respect to the Exchange Shares to
be received by such DRT Member, as applicable) represent and warrant to the Company, as of the Effective Date, as of the Joinder Date
if applicable, and as of the Closing Date, except as otherwise specifically set forth below as to representations and warranties which
speak solely with respect to a particular date as follows:


 




    	10



    	 



    

 


Section
3.01 Corporate Existence and Power. DRT is a limited liability company duly organized, validly existing, and in good standing
under the Laws of the state of Indiana, and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances,
and orders of public authorities to carry on its business in all material respects as it is now being conducted. DRT has delivered to
the Company complete and correct copies of the formation documents, organizational documents and operating agreement of DRT as in effect
on the Effective Date (collectively, the “DRT Organizational Documents”). DRT has full limited liability company power and
authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties
and assets. DRT does not own any Equity Securities of any other Person and has no subsidiaries.


 


Section
3.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions
will not, violate any provision of the DRT Organizational Documents. DRT has taken all actions required by Law, the DRT Organizational
Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.


 


Section
3.03 Valid Obligation. This Agreement and all Transaction Documents executed by DRT and the DRT Members in connection herewith
constitute the valid and binding obligations of DRT and the DRT Members, as applicable, enforceable in accordance with its or their terms,
except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before
which any proceeding therefore may be brought.


 


Section
3.04 No Conflict With Other Instruments. The execution of this Agreement by DRT and the DRT Members and the consummation of the
Transactions by DRT and the DRT Members will not result in the breach of any term or provision of, constitute a default under, or terminate,
accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which DRT or
any DRT Member is a party or to which any of their respective assets, properties or operations are subject.


 


Section
3.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by any DRT Party requires any
consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.


 


Section
3.06 Authorized Interests.


 


	 	(a)	As
    of the Effective Date, as of the Joinder Date, and as of the Closing Date, all of the issued and outstanding Membership Interests
    are held, collectively, by the DRT Members who are a party to this Agreement at the applicable time, and the capitalization table
    of DRT as attached hereto as Exhibit B, as the same may be updated as set forth in Section 2.01(b) (the “Capitalization Table”)
    is true, correct and complete in all respects as of the applicable date thereof and as of the Closing Date.
	 	 	 
	 	(b)	DRT
    has no Derivatives or commitments to issue any Equity Securities of DRT or Derivatives, and there are no outstanding securities convertible
    or exercisable into or exchangeable for Membership Interests or any other Equity Security of DRT.
	 	 	 
	 	(c)	There
    is no voting trust, agreement or arrangement among any of the beneficial holders of Membership Interests affecting the nomination
    or election of directors or managers or the exercise of the voting rights of Membership Interests.


 




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	 	(d)	The
    offer, issuance and sale of such Membership Interests, and the distribution of the Membership Interests as contemplated in Section
    2.01, were each (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified
    (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state
    securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such Membership Interests are
    subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.


 


Section
3.07 Validity of Interests. The Membership Interests to be delivered at the Closing shall be duly and validly issued, fully paid
and non-assessable and free and clear of any Liens.


 


Section
3.08 Title to and Issuance of the Membership Interests. Such DRT Member is, on the Effective Date if this Agreement is executed
by such DRT Member on the Effective Date and on the Joinder Date if this Agreement is executed by such DRT Member on a Joinder Date,
and on the Closing Date will be, the record and beneficial owner and holder of the Membership Interests to be delivered at the Closing,
as set forth on the Capitalization Table at the applicable time, free and clear of all Liens. None of the Membership Interests held by
such DRT Member is subject to pre-emptive or similar rights, either pursuant to any DRT Organizational Document, requirement of Law or
any Contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any Membership Interests or other interests
in DRT from such DRT Member. If such DRT Member is an entity, the governing or managing body or persons of such DRT Member has authorized
the execution and delivery of this Agreement by such DRT Member and has approved this Agreement and the Transactions.


 


Section
3.09 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the Knowledge of DRT,
threatened, by or against DRT or affecting DRT or its properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign, or before any arbitrator of any kind. DRT does not have any knowledge of any material default
on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.


 


Section
3.10 General Compliance. To the Knowledge of DRT, it is not: (i) in default under or in violation of (and no event has occurred
that has not been waived that, with notice, lapse of time or both, would result in a default by DRT under), nor has DRT received notice
of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been
waived); (ii) in violation of any judgment, decree or order of any court, arbitrator or other governmental authority; or (iii) or has
not been, in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all
foreign, federal, state and local Laws relating to Taxes, registration as a charitable organization, and employment and labor matters,
except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.


 




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Section
3.11 Compliance with Laws; Permits.


 


	 	(a)	DRT
    has complied in all material respects, and are now complying in all material respects, with all Laws applicable to it or its business,
    properties or assets. All prior issuances of securities of DRT have been either registered under the Securities Act, or exempt from
    registration.
	 	 	 
	 	(b)	All
    material Permits required for DRT to conduct its business have been obtained by it and are valid and in full force and effect, except
    as would reasonably be expected to result in a Material Adverse Effect on DRT. All fees and charges with respect to such Permits
    have been paid in full. To the Knowledge of DRT, no event has occurred that, with or without notice or lapse of time or both, would
    reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit material to the operations of DRT.
    DRT has not received any notice of proceedings relating to the revocation or modification of any such Permit
	 	 	 
	 	(c)	DRT
    is not and has not been, and the past and present directors, officers, shareholders, managers and Affiliates of DRT are not and have
    not, been the subject of, nor does any directors, officers, shareholders, managers and Affiliates of DRT have any reason to believe
    that DRT or any of its directors, officers, shareholders, managers and Affiliates of DRT will be the subject of (i) any civil or
    criminal proceeding or investigation by any federal or state agency alleging a violation of Laws, or (ii) any civil, criminal or
    administrative investigation or proceeding brought by any federal or state agency.


 


Section
3.12 Contracts.


 


	 	(a)	All
    Contracts, agreements, franchises, license agreements, and other commitments to which DRT is a party or by which its properties are
    bound and which are material to the operations of DRT taken as a whole are valid and enforceable by DRT in all respects, except as
    limited by bankruptcy and insolvency Laws and by other Laws affecting the rights of creditors generally.
	 	 	 
	 	(b)	DRT
    is not a party to any oral or written (i) Contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred
    compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, Contract, or indenture relating to
    the borrowing of money; (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present
    or former officer or manager of DRT, which, in each case cannot be terminated by DRT on notice of no more than thirty (30) days at
    a cost of no more than $5,000.


 


Section
3.13 Intellectual Property.


 


	 	(a)	DRT
    owns or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations,
    service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and
    rights necessary to conduct its businesses as now conducted. None of DRT’s material Intellectual Property has expired or terminated,
    or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. To the Knowledge
    of DRT there is no infringement by DRT of any material Intellectual Property of others, or of any such development of similar or
    identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against,
    or to the Knowledge of DRT, being threatened against, DRT regarding the infringement of any Intellectual Property, which could reasonably
    be expected to have a Material Adverse Effect.


 




    	13



    	 



    

 


	 	(b)	Without
    limiting the generality of the foregoing, DRT has entered into binding, written agreements with every current and former employee
    of DRT, and with every current and former independent contractor, whereby such employees and independent contractors (i) assign to
    DRT any ownership interest and right they may have in Intellectual Property owned by DRT; and (ii) acknowledge DRT’s exclusive
    ownership of all Intellectual Property owned by DRT. DRT has provided the Company with true and complete copies of all such agreements.
    To the Knowledge of DRT, DRT is in material compliance with all legal requirements applicable to Intellectual Property owned by DRT
    and DRT’s ownership and use thereof.
	 	 	 
	 	(c)	All
    required filings and fees related to the Intellectual Property owned by DRT that are either subject to any issuance, registration,
    application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction (collectively,
    the “Intellectual Property Registrations”) have been timely filed with and paid to the relevant Governmental Authorities
    and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing. DRT has provided the Company
    with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related
    to all Intellectual Property Registrations.
	 	 	 
	 	(d)	DRT
    has taken all reasonable measures to protect and preserve its rights in Intellectual Property owned by DRT and the confidentiality
    of all trade secrets owned, exploited, held for exploitation, appropriated or otherwise obtained or possessed by DRT.


 


Section
3.14 Condition and Sufficiency of Assets. Except for ordinary wear and tear, the buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property of DRT are structurally sound, are in good operating condition
and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures,
machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary,
routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery,
equipment, vehicles and other items of tangible personal property currently owned or leased by DRT, together with all other properties
and assets of DRT, are sufficient for the conduct of DRT’s business as conducted as of the Effective Date and as of the Closing
and constitute all of the rights, property and assets necessary to conduct the business of DRT as conducted as of the Closing.


 


Section
3.15 Accounts Receivable. The accounts receivable reflected on the books and records of DRT and the accounts receivable arising
after the date thereof (a) have arisen from bona fide transactions entered into by DRT involving the sale of goods or the rendering of
services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of DRT not subject to claims of set-off or
other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) are collectible
in full within ninety (90) calendar days after billing.


 




    	14



    	 



    

 


Section
3.16 Title. DRT has good and marketable title in fee simple to all real property owned by it, or leases such real property pursuant
to valid and in-force lease agreements, and has good and marketable title in all personal property owned by it that is material to the
business of DRT, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by DRT and Liens for the payment of federal,
state or other Taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by DRT is held under valid, subsisting and enforceable leases with which DRT is in compliance with such exceptions as are not material
and do not interfere with the use made and proposed to be made of such property and buildings by DRT.


 


Section
3.17 Insurance. DRT is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts
as management of DRT believes to be prudent and customary in the businesses in which DRT is engaged. DRT has not been refused any insurance
coverage sought or applied for, and DRT has no reason to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a
cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of
DRT, taken as a whole.


 


Section
3.18 Taxes.


 


	 	(a)	DRT
    has paid all Taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
    returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably
    adequate for the payment of all Taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
    There are no unpaid Taxes in any material amount claimed to be due by the Taxing Authority of any jurisdiction, and the officers
    of DRT know of no basis for any such claim. All Tax Returns required to be filed on or before the Closing Date by DRT have been,
    or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and
    owing by DRT (whether or not shown on any Tax Return) have been, or will be, timely paid. DRT has withheld and paid each Tax required
    to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer,
    shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.
	 	 	 
	 	(b)	No
    claim has been made by any Taxing Authority in any jurisdiction where DRT does not file Tax Returns that it is, or may be, subject
    to Tax by that jurisdiction. No extensions or waivers of statutes of limitations have been given or requested with respect to any
    Taxes of DRT. The amount of DRT’s liability for unpaid Taxes for all periods does not, in the aggregate, exceed the amount
    of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the financial statements of DRT. All deficiencies asserted,
    or assessments made, against DRT as a result of any examinations by any Taxing Authority have been fully paid. DRT is not a party
    to any Action by any Taxing Authority. To the Knowledge of DRT, there are no pending or threatened Actions by any Taxing Authority.
	 	 	 
	 	(c)	There
    are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of DRT.
	 	 	 
	 	(d)	DRT
    is not a party to, or bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement. DRT is not a party to, or bound by, any
    closing agreement or offer in compromise with any Taxing Authority. No private letter rulings, technical advice memoranda or similar
    agreement or rulings have been requested, entered into or issued by any Taxing Authority with respect to DRT.


 




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	 	(e)	DRT
    is not and has not been a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. DRT has no Liability
    for Taxes of any Person (other than DRT) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local
    or foreign Law), as transferee or successor, by Contract or otherwise. DRT has not agreed to make, nor is it required to make, any
    adjustment under Sections 481(a) or 263A of the Code or any comparable provision of state, local or foreign Tax Laws by reason of
    a change in accounting method or otherwise. DRT has not taken any action that could defer a Liability for Taxes of DRT from any period
    prior to the Closing to any period following the Closing.
	 	 	 
	 	(f)	DRT
    is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445- 2. DRT is not and has never been
    a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified
    in Section 897(c)(1)(a) of the Code. DRT has not been a “distributing corporation” or a “controlled corporation”
    in connection with a distribution described in Section 355 of the Code. DRT is not and has not been a party to, or a promoter of,
    a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-
    4(b). There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or
    similar items of DRT under Sections 269, 382, 383, 384 or 1502 of the Code and the Treasury Regulations thereunder (and comparable
    provisions of state, local or foreign Law).
	 	 	 
	 	(g)	DRT
    has not entered into a gain recognition agreement pursuant to Treasury Regulations Section 1.367(a)-8. DRT has not transferred an
    intangible the transfer of which would be subject to the rules of Section 367(d) of the Code.
	 	 	 
	 	(h)	None
    of the assets of DRT is property that DRT is required to treat as being owned by any other person pursuant to the so-called “safe
    harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended.


 


Section
3.19 Transactions with Affiliates. None of the members, managers or officers or directors of DRT and, to the Knowledge of DRT,
none of the employees of DRT, is presently a party to any transaction with DRT (other than for services as employees, officers and directors),
including any Contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge
of DRT, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee
or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of DRT’s total assets at year-end
for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of DRT and (iii) other employee benefits, including stock option agreements under any stock option plan
of DRT.


 


Section
3.20 Foreign Corrupt Practices. Neither DRT, nor, to the Knowledge of DRT, any agent or other Person acting on behalf of DRT,
has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to
any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by
DRT (or made by any Person acting on its behalf of which DRT is aware) which is in violation of Law, or (iv) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 




    	16



    	 



    

 


Section
3.21 Money Laundering. DRT is in compliance with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other applicable
U.S. and non-U.S. anti-money laundering Laws and regulations, including, but not limited to, the Laws, regulations and Executive Orders
and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order
13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


Section
3.22 Illegal or Unauthorized Payments; Political Contributions. Neither DRT nor, to the Knowledge of DRT, any of the managers,
officers, directors, employees, agents or other representatives of DRT or any other business entity or enterprise with which DRT is or
has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property,
or services, whether or not in contravention of applicable Law, (a) as a kickback or bribe to any Person or (b) to any political organization,
or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving
the direct or indirect use of funds of DRT.


 


Section
3.23 Environmental Laws. To Knowledge of DRT, DRT (i) is in compliance with any and all applicable foreign, federal, state and
local Laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all Permits, licenses or other approvals required
of it under applicable Environmental Laws to conduct its respective businesses and (iii) is in compliance with all terms and conditions
of any such Permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
3.24 Investment Company. DRT is not an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


Section
3.25 No Disqualification Events. None of DRT, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of DRT, any beneficial owner of 20% or more of DRT’s outstanding voting equity securities, calculated on the basis
of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with DRT in any capacity at
the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event
covered by Rule 506(d)(2) or (d)(3) under the Securities Act. DRT has exercised reasonable care to determine whether any Issuer Covered
Person is subject to a Disqualification Event.


 


Section
3.26 Investment Representations. For purposes of this Section 3.26, any reference to the “Exchange Shares” shall be
deemed solely to be a reference to the portion of the Exchange Shares being delivered to such applicable DRT Member.


 




    	17



    	 



    

 


	 	(a)	Investment
    Purpose. Such DRT Member understands and agrees that the consummation of the Transactions including the delivery of the Exchange
    Shares to such DRT Member in exchange for the Membership Interests held by such DRT Member as contemplated hereby, constitutes the
    offer and sale of securities under the Securities Act and applicable state statutes and that the Exchange Shares are being acquired
    by such DRT Member are being acquired by such DRT Member for such DRT Member’s own account and not with a present view towards
    the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.
	 	 	 
	 	(b)	Investor
    Status. Such DRT Member is an Accredited Investor, not an Accredited Investor, or is a Non-U.S. person, as indicated on such
    DRT Member’s signature page to this Agreement or the Joinder, as applicable.
	 	 	 
	 	(c)	Non
    U-S. Person. In the event that such DRT Member has indicated on the signature page hereof or in such DRT Member’s Joinder,
    as applicable, that such DRT Member is a Non- U.S. Person, then such DRT Member hereby makes the further representations and warranties
    as set forth in this Section 3.26(c):


 


	 	(i)	Such
    DRT Member is natural person and is not a citizen of the United States.
	 	 	 
	 	(ii)	As
    of the Effective Date and as of the Closing Date, such DRT Member is not located in the United States.
	 	 	 
	 	(iii)	Such
    DRT Member is executing this Agreement, and will execute the Assignment and any additional documents or instruments required for
    the Closing to occur, at the location as set forth below such DRT Member’s name on the signature pages hereof or on the Assignment
    or other document or instrument, as applicable.
	 	 	 
	 	(iv)	Such
    DRT Member is not acquiring the Exchange Shares for the benefit of any U.S. Person.
	 	 	 
	 	(v)	Such
    DRT Member will not resell any of the Exchange Shares except in accordance with the provisions of Regulation S (Rule 901 through
    905 and Preliminary Notes thereto), pursuant to a registration under the Securities Act, or pursuant to an available exemption from
    registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities
    Act.
	 	 	 
	 	(vi)	Such
    DRT Member has not acquired the Exchange Shares as a result of, and will not itself engage in, any “directed selling efforts”
    (as defined in Regulation S) in the United States in respect of the Exchange Shares which would include any activities undertaken
    for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for
    the resale of any of the Exchange Shares; provided, however, that such DRT Member may sell or otherwise dispose of the Exchange Shares
    pursuant to registration thereof under the Securities Act and any applicable state and federal securities laws or under an exemption
    from such registration requirements.


 


	 	(d)	Information.
    Such DRT Member has been furnished with all documents and materials relating to the business, finances and operations of the Company
    and its subsidiaries and information that such DRT Member requested and deemed material to making an informed decision regarding
    this Agreement and the underlying transactions.


 




    	18



    	 



    

 


	 	(e)	Reliance
    on Exemptions. Such DRT Member understands that the Exchange Shares are being offered and sold to such DRT Member in reliance
    upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company
    is relying upon the truth and accuracy of, and such DRT Member’s compliance with, the representations, warranties, agreements,
    acknowledgments and understandings of such DRT Member set forth herein in order to determine the availability of such exemptions
    and the eligibility of such DRT Member to acquire the Exchange Shares.
	 	 	 
	 	(f)	Information.
    Such DRT Member and his, her or its advisors, if any, have been furnished with all materials relating to the business, finances and
    operations of the Company and materials relating to the offer and sale of the Exchange Shares which have been requested by such DRT
    Member or his advisors. Such DRT Member and his, her or its advisors, if any, have been afforded the opportunity to ask questions
    of the Company. Such DRT Member understands that his investment in the Exchange Shares involves a significant degree of risk. Such
    DRT Member is not aware of any facts that may constitute a breach of any of the Company’s representations and warranties made
    herein. Such DRT Member has received and has reviewed the SEC Reports.
	 	 	 
	 	(g)	Governmental
    Review. Such DRT Member understands that no United States federal or state agency or any other government or governmental agency
    has passed upon or made any recommendation or endorsement of the Exchange Shares.
	 	 	 
	 	(h)	Transfer
    or Resale. Such DRT Member understands that (i) the sale or re-sale of the Exchange Shares has not been and is not being registered
    under the Securities Act or any applicable state securities Laws, and the Exchange Shares may not be transferred unless (a) the Exchange
    Shares are sold pursuant to an effective registration statement under the Securities Act, (b) such DRT Member shall have delivered
    to the Company, at the cost of such DRT Member, an opinion of counsel that shall be in form, substance and scope customary for opinions
    of counsel in comparable transactions to the effect that the Exchange Shares to be sold or transferred may be sold or transferred
    pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Exchange Shares are sold
    or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule
    144”)) of such DRT Member who agree to sell or otherwise transfer the Exchange Shares only in accordance with this Section
    3.26 and who is an accredited investor (as defined in the Securities Act), (d) the Exchange Shares are sold pursuant to Rule 144,
    or (e) the Exchange Shares are sold pursuant to Regulation S and such DRT Member shall have delivered to the Company, at the cost
    of such DRT Member, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate
    transactions, which opinion shall be accepted by the Company; (ii) any sale of such Exchange Shares made in reliance on Rule 144
    may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Exchange
    Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as
    that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules
    and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such
    Exchange Shares under the Securities Act or any state securities Laws or to comply with the terms and conditions of any exemption
    thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Exchange Shares may
    be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 




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		(i)	Legends.
                                            Such DRT Member understands that the Exchange Shares, until such time as the Exchange Shares
                                            have been registered under the Securities Act, or may be sold pursuant to Rule 144 or Regulation
                                            S without any restriction as to the number of securities as of a particular date that can
                                            then be immediately sold, the Exchange Shares may bear a standard Rule 144 legend and a stop-transfer
                                            order may be placed against transfer of the certificates for such Exchange Shares.
	 	 	 
		(j)	Removal.
                                            The legend(s) referenced in Section 3.26(i) shall be removed and the Company shall issue
                                            a certificate without such legend to the holder of any Exchange Shares upon which it is stamped,
                                            if, unless otherwise required by applicable state securities Laws, (a) the Exchange Shares
                                            are registered for sale under an effective registration statement filed under the Securities
                                            Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction
                                            as to the number of securities as of a particular date that can then be immediately sold,
                                            or (b) such holder provides the Company with an opinion of counsel, in form, substance and
                                            scope customary for opinions of counsel in comparable transactions, to the effect that a
                                            public sale or transfer of such Exchange Shares may be made without registration under the
                                            Securities Act, which opinion shall be accepted by the Company so that the sale or transfer
                                            is effected. Such DRT Member agrees to sell all Exchange Shares, including those represented
                                            by a certificate(s) from which the legend has been removed, in compliance with applicable
                                            prospectus delivery requirements, if any.



 


Section
3.27 Approval of Agreement. The DRT Members and any manager of DRT have each authorized the execution and delivery of this Agreement
by DRT and the DRT Members and have approved this Agreement and the Transactions. The execution of a Joinder by any DRT Member who joins
this Agreement following the Effective Date shall be deemed, and shall be, an approval and authorization of this Agreement by such DRT
Member as of the Joinder Date.


 


Section
3.28 No Brokers. No DRT Party has retained any broker or finder in connection with any of the Transactions, and no DRT Party has
incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s fee
or other similar fee or commission with respect to any of the Transactions.


 


ARTICLE
IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


As
an inducement to, and to obtain the reliance of DRT and the DRT Members, the Company represents and warrants to DRT and the DRT Members,
as of the Effective Date and as of the Closing Date except as otherwise specifically set forth below as to representations and warranties
which speak solely with respect to a particular date, and other than as set forth in the reports and filings made by the Company with
the SEC pursuant to the Securities Act or the Exchange Act (the “SEC Reports”), as follows:


 






    	20



    	 



    

 


Section
4.01 Corporate Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing under
the Laws of the State of Delaware and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances,
and orders of public authorities to carry on its business in all material respects as it is now being conducted. The SEC Reports contain
copies of the articles of incorporation and bylaws of the Company as in effect on the Effective Date (the “Company Organizational
Documents”). The execution and delivery of this Agreement does not, and the consummation of the Transactions will not, violate
any provision of the Company Organizational Documents. The Company has taken all action required by Law, the Company Organizational Documents,
or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and
has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the Transactions.


 


Section
4.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the Transactions
will not, violate any provision of the Company Organizational Documents. The Company has taken all actions required by Law, the Company
Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the Transactions.


 


Section
4.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute
the valid and binding obligations of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.


 


Section
4.04 No Conflict With Other Instruments. The execution of this Agreement by the Company and the consummation of the Transactions
by the Company will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify
the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or to
which any of its assets, properties or operations are subject.


 


Section
4.05 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by the Company requires any
consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.


 


Section
4.06 Authorized Shares and Capital. The authorized capital stock and the issued and outstanding capital stock of the Company is
as set forth in the SEC Reports.


 


Section
4.07 Validity of Shares. The Exchange Shares to be delivered at the Closing shall be duly and validly issued, fully paid and non-assessable
and free and clear of any Liens.


 


Section
4.08 Approval of Agreement. The Company Board has authorized the execution and delivery of this Agreement by the Company and has
approved this Agreement and the Transactions.


 


Section
4.09 No Brokers. The Company has not retained any broker or finder in connection with any of the Transactions, and the Company
has not incurred or agreed to pay, or taken any other action that would entitle any Person to receive, any brokerage fee, finder’s
fee or other similar fee or commission with respect to any of the Transactions.


 


Section
4.10 No Liabilities. At Closing, the Company has no (i) outstanding debt instruments that are convertible into Company Common
Stock or Company preferred stock; (ii) outstanding liabilities related to the purchase, lease, or rental of any real property; (iii)
outstanding state or federal tax liabilities accruing prior to Closing; or (iv) debt to any Person who is or was an executive officer,
director, or nominee for director of the Company, any shareholder, or an immediate family member or Affiliate of any such Person.


 









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ARTICLE
V. ADDITIONAL COVENANTS OF THE PARTIES


 


Section
5.01 Delivery of Books and Records. At the Closing, DRT shall deliver to the Company the originals of the minute books, books
of account, Contracts, records, and all other books or documents of DRT now in the possession of DRT or its Representatives.


 


Section
5.02 Third Party Consents and Certificates. The Company and the DRT Parties agree to cooperate with each other in order to obtain
any required third party consents to this Agreement and the Transactions.


 


Section
5.03 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the
Parties shall promptly notify each of the other Parties of:


 


		(a)	any
                                            notice or other communication from any Person alleging that the consent of such Person is
                                            or may be required in connection with any of the Transactions;
	 	 	 
		(b)	any
                                            notice or other communication from any governmental or regulatory agency or authority in
                                            connection with the Transactions; and
	 	 	 
		(c)	any
                                            actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened
                                            against, relating to or involving or otherwise affecting such Party that, if pending on the
                                            date of this Agreement, would have been required to have been disclosed pursuant hereto or
                                            that relates to the consummation of the Transactions.



 


Section
5.04 Due Diligence Review.


 


		(a)	Following
                                            the Effective Date and until the Closing or the earlier termination of this Agreement, the
                                            Company shall give to DRT and its Representatives full and complete access to the books and
                                            records, Contracts, facilities and personnel of the Company, so that DRT may complete its
                                            due diligence investigation of the Company. The Company also agrees to provide DRT and its
                                            Representatives with access to any information in the Company’s possession or within
                                            its control that contains information relative to the financial, operational, and/or regulatory
                                            condition (present, past, or prospective) of the Company. If DRT, in its sole discretion,
                                            at any time prior to the Closing determines that its due diligence review of the Company
                                            is not satisfactory to DRT, then DRT may terminate this Agreement upon notice to the Company.
	 	 	 
		(b)	Following
                                            the Effective Date and until the Closing or the earlier termination of this Agreement, DRT
                                            shall give to the Company and its Representatives full and complete access to the books and
                                            records, Contracts, facilities and personnel of DRT, so that the Company may complete its
                                            due diligence investigation of DRT. DRT also agrees to provide the Company and its Representatives
                                            with access to any information in DRT’s possession or within its control that contains
                                            information relative to the financial, operational, and/or regulatory condition (present,
                                            past, or prospective) of DRT. If the Company, in its sole discretion, at any time prior to
                                            the Closing determines that its due diligence review of DRT is not satisfactory to the Company,
                                            then the Company may terminate this Agreement upon notice to DRT.



 






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Section
5.05 No-Shop.


 


		(a)	From
                                            the Effective Date until the first to occur of the Closing or the termination of this Agreement
                                            in accordance with its terms, no DRT Party shall, and each DRT Party shall cause the Representatives
                                            of each DRT Party not to, directly or indirectly:



 


		(i)	solicit,
                                            initiate, knowingly encourage or knowingly facilitate the making, submission or announcement
                                            of any Acquisition Proposal or Acquisition Inquiry;
	 	 	 
		(ii)	furnish
                                            any non-public information regarding DRT to any Person who has made an Acquisition Proposal
                                            or an Acquisition Inquiry;
	 	 	 
		(iii)	engage
                                            in discussions or negotiations with any Person who has made any Acquisition Proposal or Acquisition
                                            Inquiry;
	 	 	 
		(iv)	approve,
                                            endorse or recommend any Acquisition Proposal or Acquisition Inquiry;
	 	 	 
		(v)	withdraw
                                            or propose to withdraw its approval and recommendation in favor of this Agreement and the
                                            Transactions; or
	 	 	 
		(vi)	enter
                                            into any letter of intent, agreement in principle, merger, acquisition, purchase or joint
                                            venture agreement or other similar agreement for any Acquisition Transaction.



 


		(b)	From
                                            the Effective Date until the first to occur of the Closing or the termination of this Agreement
                                            in accordance with its terms, no DRT Party shall (i) approve or recommend, or propose publicly
                                            to approve or recommend, any Acquisition Proposal relating to DRT, (ii) take any action to
                                            make the provisions of any “fair price”, “moratorium”, “control
                                            share acquisition”, “business combination” or other similar anti-takeover
                                            statute or regulation inapplicable to any transaction contemplated by an Acquisition Proposal
                                            related to DRT, or (iii) approve or recommend, or propose publicly to approve or recommend,
                                            or cause or authorize DRT to enter into, any letter of intent, agreement in principle, merger,
                                            acquisition, purchase or joint venture agreement or Contract or other instrument in respect
                                            of or relating to an Acquisition Proposal.
	 	 	 
		(c)	DRT
                                            shall promptly, within 36 hours, advise the Company orally and in writing of any Acquisition
                                            Proposal or Acquisition Inquiry (including the identity of the Person making or submitting
                                            such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all material modifications
                                            thereto) that is made or submitted by any Person during the period beginning on the Effective
                                            Date until the Closing or the termination of this Agreement in accordance with its terms.
                                            DRT shall keep the Company reasonably informed on a current basis of any material developments
                                            in the status and terms of any such Acquisition Proposal or Acquisition Inquiry (including
                                            whether such Acquisition Proposal or Acquisition Inquiry has been withdrawn or rejected and
                                            any material change to the terms thereof).



 






    	23



    	 



    

 


		(d)	Each
                                            DRT Party shall immediately cease and cause to be terminated any discussions existing as
                                            of the Effective Date with any Person that relate to any Acquisition Proposal or Acquisition
                                            Inquiry proposed on or prior to the Effective Date. Each DRT Party acknowledges and agree
                                            that any actions taken by or at the direction of a Representative of any DRT Party that,
                                            if taken by such DRT Party, would constitute a breach or violation of this Section 5.05 will
                                            be deemed to constitute a breach and violation of this Section 5.05 by each DRT Party.
	 	 	 
		(e)	For
                                            the avoidance of doubt, the provisions of this Section 5.05 shall not prevent the consummation
                                            of the actions as contemplated in Section 2.01.



 


Section
5.06 Affirmative Covenants. Between the Effective Date and the Closing Date or earlier termination of this Agreement in accordance
with its terms, and except as otherwise contemplated by this Agreement or as the Company shall otherwise consent in writing in advance,
each DRT Party shall, and shall cause each of their Representatives to:


 


		(a)	conduct
                                            the business of DRT only in the Ordinary Course of Business and will use commercially reasonable
                                            best efforts to maintain and preserve the assets of DRT, preserve intact the current business
                                            organization of DRT, and maintain the relations and goodwill with customers, creditors, employees,
                                            agents, and others having business relationships with DRT;
	 	 	 
		(b)	provide
                                            the Company and its Representatives and agents reasonable access to the books and financial
                                            records of DRT at any time during normal business hours prior to the Closing Date, at the
                                            Company’s sole cost and expense, to perform any inspections or evaluations and observe
                                            any meetings of management of DRT which the Company reasonably deems necessary or appropriate,
                                            other than any such meetings or portions thereof which relate to this Agreement or Transactions;
	 	 	 
		(c)	furnish
                                            to the Company true, correct and complete copies of all records, documentation and other
                                            information in its possession as the Company may reasonably request concerning DRT or the
                                            Membership Interests;
	 	 	 
		(d)	permit
                                            the Company to, without any obligation to do so, contact any Governmental Authority about
                                            any Permits, or Governmental Authorizations concerning DRT;
	 	 	 
		(e)	cause
                                            all Contracts to which DRT is a party to be performed to the extent required to be performed
                                            as of the Closing Date in full;
	 	 	 
		(f)	cooperate
                                            with the Company with respect to all filings, permits or consents that the Company elects
                                            to make or obtain or is required by Law or other Persons to make or obtain in connection
                                            with the Transactions;
	 	 	 
		(g)	provide
                                            notice to the Company as promptly as reasonably practicable upon becoming aware of any event
                                            or occurrence capable of causing a material impact on the business of DRT; and
	 	 	 
		(h)	use
                                            commercially reasonable efforts to cause the conditions precedent in Article VI to be satisfied.



 






    	24



    	 



    

 





Section
5.07 Negative Covenants.


 


	 	(a)	Between the Effective Date and the Closing Date or earlier
termination of this Agreement in accordance with its terms, and except as otherwise contemplated by this Agreement or as the Company
shall otherwise consent in writing in advance, no DRT Party shall, and each DRT Party shall cause each of their Representatives not to,
directly or indirectly:




 


		(i)	Amend
                                            existing insurance coverage applicable to DRT so long as such insurance is available at commercially
                                            reasonable rates;
	 	 	 
		(ii)	dispose
                                            of any individual capital asset, and will not incur, create or assume any Lien on any individual
                                            capital asset, in each case with a value in excess of $5,000;
	 	 	 
		(iii)	take
                                            any action which could be reasonably expected to prevent or materially delay the consummation
                                            of the Transactions;
	 	 	 
		(iv)	enter
                                            into any new material line of business or commit to any material capital expenditure outside
                                            of the Ordinary Course of Business;
	 	 	 
		(v)	(1)
                                            issue, authorize or propose the issuance of any Equity Security of DRT, (2) adopt a plan
                                            of complete or partial liquidation or resolutions providing for or authorizing such liquidation
                                            or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization,
                                            or (3) make any distribution of, or directly or indirectly repurchase, redeem or otherwise
                                            acquire, any Equity Security of DRT;
	 	 	 
		(vi)	amend
                                            any of organizational documents of DRT;
	 	 	 
		(vii)	make
                                            or announce any increase in salaries, bonuses or other compensation or fringe benefits payable
                                            or to become payable, or grant, announce, or increase any termination or severance, retention,
                                            change-of-control or similar payments, to any present or former employee, officer, manager,
                                            director, agent or independent contractor of DRT, or engage in any material reduction in
                                            force or promote any employee to or at or above the level of officer or senior management;
	 	 	 
		(viii)	enter
                                            into any Contract that, if such Contract had been in effect on the Effective Date, would
                                            have been a material to the operations of DRT, amend or terminate any Contract that is material
                                            to the operations of DRT or waive or cancel any material right thereunder, other than in
                                            the Ordinary Course of Business;
	 	 	 
		(ix)	sell,
                                            lease or otherwise transfer, or create or incur any lien on the assets, securities, property,
                                            interests or businesses of DRT other than in the Ordinary Course of Business;
	 	 	 
		(x)	create,
                                            incur, or assume any indebtedness or trade debt outside of the Ordinary Course of Business;
	 	 	 
		(xi)	change
                                            any method of accounting or accounting practice or accounting policy used by DRT, other than
                                            such changes required by GAAP or requirements of Law;
	 	 	 
		(xii)	settle
                                            or compromise any material claims against DRT;



 




    	25



    	 



    

 





		(xiii)	make,
                                            revoke or change any Tax election, file any amended Tax Returns, settle or compromise any
                                            Tax liability or surrender any refund, waive any statute of limitations with respect to assessment
                                            of any Tax or incur any Tax liability outside of the Ordinary Course of Business in each
                                            case other than as required by any requirements of Law;
	 	 	 
		(xiv)	acquire
                                            any business or Person, by merger, consolidation or otherwise, in a single transaction or
                                            a series of related transactions; or
	 	 	 
		(xv)	agree
                                            to take any of the foregoing actions, except as expressly contemplated by this Agreement
                                            and the other agreements expressly contemplated hereby.



 


		(b)	For
                                            the avoidance of doubt, the provisions of this Section 5.06 shall not prevent the consummation
                                            of the actions as contemplated in Section 2.01.



 


ARTICLE
VI. CONDITIONS TO THE CLOSING


 


Section
6.01 Conditions to the Obligations of all of the Parties. The obligations of all of the Parties to consummate the Closing are
subject to the satisfaction, or waiver by each of the Parties, at or before the Closing Date, of all the following conditions:


 


		(a)	The
                                            Authorized Shares Increase shall have been completed and shall be effective.
	 	 	 
		(b)	No
                                            provisions of any applicable Law, and no Order shall prohibit or impose any condition or
                                            prohibition on the consummation of the Closing.
	 	 	 
		(c)	There
                                            shall not be any Action brought by a third-party non-Affiliate to enjoin or otherwise restrict
                                            the consummation of the Closing.
	 	 	 
		(d)	The
                                            Parties shall have received all necessary approvals from all required Governmental Authorities
                                            to consummate the Transactions.
	 	 	 
		(e)	The
                                            Company Board shall have approved this Agreement and the Transactions and shall not have
                                            withdrawn such approval.
	 	 	 
		(f)	DRT
                                            shall have executed definitive development agreements with clients generating at least $60,000.00
                                            per month in revenue for at least 24 months following the Closing, with such agreements being
                                            in form and substance as agreed to by the Company and DRT.
	 	 	 
		(g)	The
                                            Company has finally settled any debt with landlords related to the closure of the Company’s
                                            gaming center venues, with the terms thereof to be as reasonably agreed by the Company and
                                            DRT.
	 	 	 
		(h)	The
                                            Company shall have obtained binding commitments from investors to invest at least $4,000,000
                                            in the Company, through the issuance of shares of Company Common Stock.
	 	 	 
		(i)	The
                                            Company shall have repaid the currently outstanding convertible notes of the Company or the
                                            holders of such convertible notes shall have agreed as set forth in Section 6.01(j).
	 	 	 
		(j)	Any
                                            holders of currently outstanding convertible notes of the Company which are not repaid as
                                            set forth in Section 6.01(i) shall have executed definitive and binding agreements to convert
                                            such convertible notes into shares of Company Common Stock comprising no more than 12.5%
                                            of the issued and outstanding Company Common Stock, after giving effect to the Closing, the
                                            additional conversions as set forth in Section 6.01(l), and the additional investments referenced
                                            in Section 6.01(h).



 






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		(k)	Certain
                                            holders of warrants of the Company shall have agreed to amend such warrants to have an exercise
                                            price of $1.00 per share of Company Common Stock, and to waive any anti-dilution provisions
                                            therein.
	 	 	 
		(l)	The
                                            holders of promissory notes of the Company which are not presently convertible into shares
                                            of Company Common Stock shall have executed amendments to such promissory notes such that
                                            the promissory notes shall be converted into Company Common Stock at the same price per share
                                            as the capital raise referenced in Section 6.01(h) and such notes shall have been converted
                                            into Company Common Stock, with such shares of Company Common Stock being included in the
                                            12.5% limitation as set forth in Section 6.01(j).
	 	 	 
		(m)	All
                                            of the Persons holding any Equity Securities of DRT shall have joined this Agreement, pursuant
                                            to execution of this Agreement on the Effective Date or by way of the execution of a Joinder,
                                            such that the DRT Members a party to this Agreement as of the Closing Date hold 100% of the
                                            Membership Interests as of the Closing Date.



 


Section
6.02 Conditions to the Obligations of the Company for the Closing. The obligations of the Company to consummate the Closing are
subject to the satisfaction (or waiver by the Company), at or before the Closing Date, of the following conditions:


 


		(a)	The
                                            representations and warranties made by DRT and the DRT Members in this Agreement shall have
                                            been true and correct when made and shall be true and correct in all material respects (other
                                            than representations and warranties which are qualified as to materiality and the representations
                                            and warranties in Section 3.06, Section 3.07, Section 3.08 and Section 3.26, which shall
                                            each be true and correct in all respects) at the Closing Date with the same force and effect
                                            as if such representations and warranties were made at and as of the Closing Date, except
                                            for changes therein permitted by this Agreement;
	 	 	 
		(b)	Each
                                            of the DRT Parties shall have performed or complied with all covenants and conditions required
                                            by this Agreement to be performed or complied with by such DRT Parties prior to or at the
                                            Closing;
	 	 	 
		(c)	DRT
                                            shall have provided to the Company audited financial statements for DRT and related auditor
                                            reports thereon from a Public Company Accounting Oversight Board-registered auditor which
                                            consents to the inclusion of its statements in SEC public filings, for each of the two most
                                            recently ended fiscal years and any other period audited or unaudited but reviewed financials
                                            are required to be included in the SEC Reports following the Closing pursuant to applicable
                                            Law, and unaudited statements for any other required interim periods; and
	 	 	 
		(d)	The
                                            Company shall have completed its due diligence review of DRT to the Company’s satisfaction
                                            in its sole discretion.



 


Section
6.03 Condition to the Obligations of the DRT Parties For the Closing. The obligations of the DRT Parties to consummate the Closing
are subject to the satisfaction (or waiver by DRT and the Members’ Representative on behalf of the DRT Members), at or before the
Closing Date, of the following conditions:


 




    	27



    	 



    




 


		(a)	The
                                            representations and warranties made by the Company in this Agreement shall have been true
                                            and correct when made and shall be true and correct in all material respects (other than
                                            representations and warranties which are qualified as to materiality and the representations
                                            and warranties in Section 4.06 which shall each be true and correct in all respects) at the
                                            Closing Date with the same force and effect as if such representations and warranties were
                                            made at and as of the Closing Date, except for changes therein permitted by this Agreement;
	 	 	 
		(b)	The
                                            Company shall have performed or complied with all covenants and conditions required by this
                                            Agreement to be performed or complied with by the Company prior to or at the Closing; and
	 	 	 
		(c)	DRT
                                            shall have completed its due diligence review of the Company to DRT’s satisfaction
                                            in its sole discretion.



 


ARTICLE
VII. TERMINATION; SURVIVAL


 


Section
7.01 Termination. This Agreement may be terminated at any time prior to the Closing:


 


		(a)	By
                                            the mutual written consent of the Company, DRT and the Members’ Representative;
	 	 	 
		(b)	By
                                            the Company (i) if the conditions to the Closing as set forth in Section 6.01 and Section
                                            6.02 have not been satisfied or waived by the Company, which waiver the Company may give
                                            or withhold in its sole discretion, by the Termination Date, provided, however, that the
                                            Company may not terminate this Agreement pursuant to this clause (i) of this Section 7.01(b)
                                            if the reason for the failure of any such condition to occur was the breach of the terms
                                            of this Agreement by the Company; or (ii) if there has been a material violation, breach
                                            or inaccuracy of any representation, warranty, covenant or agreement of any DRT Party contained
                                            in this Agreement, which violation, breach or inaccuracy would cause any of the conditions
                                            set forth in Section 6.02 not to be satisfied, and such violation, breach or inaccuracy has
                                            not been waived by the Company or cured by the DRT Parties, applicable, within five (5) Business
                                            Days after receipt by DRT of written notice thereof from the Company or is not reasonably
                                            capable of being cured prior to the Termination Date;
	 	 	 
		(c)	By
                                            DRT and the Members’ Representative acting together (i) if the conditions to Closing
                                            as set forth in Section 6.01 and Section 6.03 have not been satisfied or waived by DRT and
                                            the Members’ Representative, which waiver DRT and the Members’ Representative
                                            may give or withhold in their sole discretion, by the Termination Date, provided, however,
                                            that DRT and the Members’ Representative may not terminate this Agreement pursuant
                                            to this clause (i) of this Section 7.01(c) if the reason for the failure of any such condition
                                            to occur was the breach of the terms of this Agreement by any of the DRT Parties; or (ii)
                                            if there has been a material violation, breach or inaccuracy of any representation, warranty,
                                            covenant or agreement of the Company contained in this Agreement, which violation, breach
                                            or inaccuracy would cause any of the conditions set forth in Section 6.03 not to be satisfied,
                                            and such violation, breach or inaccuracy has not been waived by DRT and the Members’
                                            Representative or cured by the Company, applicable, within five (5) Business Days after receipt
                                            by the Company of written notice thereof from DRT or is not reasonably capable of being cured
                                            prior to the Termination Date;



 




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	 	(d)	By any Party, if a court of competent jurisdiction or other
Governmental Authority shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting
the Transactions and such order or action shall have become final and nonappealable;
	 	 	 
		(e)	By
                                            DRT, pursuant to the provisions of Section 5.04(a); or
	 	 	 
		(f)	By
                                            the Company, pursuant to the provisions of Section 5.04(b).



 


Section
7.02 Specific Enforcement. Notwithstanding the foregoing, the Parties acknowledge and agree that (i) if the Company has a right
to terminate this Agreement pursuant to the provisions of clause (ii) of Section 7.01(b), the Company may elect not to terminate this
Agreement and may instead seek to specifically enforce this Agreement pursuant to the provisions of Section 9.19; and (ii) if DRT and
the Members’ Representative has a right to terminate this Agreement pursuant to the provisions of clause (ii) of Section 7.01(c),
DRT and the Members’ Representative may elect not to terminate this Agreement and may instead seek to specifically enforce this
Agreement pursuant to the provisions of Section 9.19.


 


Section
7.03 Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become
void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee,
direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Section 7.03
and Article IX shall survive the termination of this Agreement and nothing herein shall relieve any Party from any liability for fraud
or any breach of the provisions of this Agreement occurring prior to the termination of this Agreement.


 


ARTICLE
VIII. INDEMNIFICATION


 


Section
8.01 Indemnification of Company. Provided that the Closing occurs, the DRT Members as of the Closing, jointly and severally, hereby
agree to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its Affiliates and each of
its and their respective members, managers, partners, directors, officers, employees, shareholders, attorneys and agents and permitted
assignees and the Members’ Representative (each a “Company Indemnified Party”), against and in respect of any and all
out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in
value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing
collectively, “Losses” and each individually a “Loss”) incurred or sustained by any Company Indemnified Party
as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of
any of the representations, warranties, covenants and agreements of the DRT Parties contained herein or in any of the additional agreements
or any certificate or other writing delivered pursuant hereto. Notwithstanding the forgoing, with respect to any indemnification obligations
of the DRT Members arising from any Losses as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged
breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of any DRT Member as set forth
in Section 3.08 or Section 3.26, such indemnification obligations shall be solely the obligations of the DRT Member giving such representations,
warranties, covenants and agreements from which such claim arose, severally and not jointly and severally.


 




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Section
8.02 Indemnification of the DRT Parties. Provided that the Closing occurs, the Company hereby agrees to indemnify and hold harmless
to the fullest extent permitted by applicable law the Members’ Representative, the DRT Members as of the Closing, DRT and each
of its officers, directors, employees, shareholders, attorneys and agents and permitted assignees (each a “DRT Indemnified Party”),
against and in respect of any and all Losses incurred or sustained by any DRT Indemnified Party as a result of or in connection with
any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties,
covenants and agreements of the Company contained herein or in any of the additional agreements or any certificate or other writing delivered
pursuant hereto.


 


Section
8.03 Procedure. The following shall apply with respect to all claims by any DRT Indemnified Party or Company Indemnified Party
for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party” being
a reference to a DRT Indemnified Party or a Company Indemnified Party, as applicable, and any references herein to an “Indemnifying
Party” being a reference to the Company or the DRT Member(s), as applicable):


 


		(a)	Third-Party
                                            Claims. If any Indemnified Party receives notice of the assertion or commencement of
                                            any Action made or brought by any Person who is not a party to this Agreement or an Affiliate
                                            of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”)
                                            against such Indemnified Party with respect to which the Indemnifying Party is obligated
                                            to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying
                                            Party reasonably prompt written notice thereof, but in any event not later than thirty (30)
                                            calendar days after receipt of such notice of such Third-Party Claim. The failure to give
                                            such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification
                                            obligations, except and only to the extent that the Indemnifying Party forfeits rights or
                                            defenses by reason of such failure. Such notice by the Indemnified Party shall describe the
                                            Third-Party Claim in reasonable detail, shall include copies of all material written evidence
                                            thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that
                                            has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have
                                            the right to participate in, or by giving written notice to the Indemnified Party, to assume
                                            the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the
                                            Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good
                                            faith in such defense. In the event that the Indemnifying Party assumes the defense of any
                                            Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action
                                            as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining
                                            to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified
                                            Party shall have the right to participate in the defense of any Third-Party Claim with counsel
                                            selected by it subject to the Indemnifying Party’s right to control the defense thereof,
                                            provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified
                                            Party.
	 	 	 
		(b)	Settlement
                                            of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying
                                            Party shall not enter into settlement of any Third-Party Claim without the prior written
                                            consent of the Indemnified Party, except as provided in this Section 8.03(b). If a firm offer
                                            is made to settle a Third-Party Claim without leading to liability or the creation of a financial
                                            or other obligation on the part of the Indemnified Party and provides, in customary form,
                                            for the unconditional release of each Indemnified Party from all liabilities and obligations
                                            in connection with such Third-Party Claim and the Indemnifying Party desires to accept and
                                            agree to such offer, the Indemnifying Party shall give written notice to that effect to the
                                            Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten
                                            days after its receipt of such notice, the Indemnified Party may continue to contest or defend
                                            such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party
                                            as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the
                                            Indemnified Party fails to consent to such firm offer and also fails to assume defense of
                                            such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the
                                            terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnifying
                                            Party has not assumed the defense pursuant to Section 8.03(a), the Indemnified Party shall
                                            not agree to any settlement without the written consent of the Indemnifying Party (which
                                            consent shall not be unreasonably withheld or delayed).



 




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		(c)	Direct
                                            Claims. Any Action by an Indemnified Party on account of a Loss which does not result
                                            from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified
                                            Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any
                                            event not later than thirty (30) calendar days after the Indemnified Party becomes aware
                                            of such Direct Claim. The failure to give such prompt written notice shall not, however,
                                            relieve the Indemnifying Party of its indemnification obligations, except and only to the
                                            extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
                                            Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail,
                                            shall include copies of all material written evidence thereof and shall indicate the estimated
                                            amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified
                                            Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such
                                            notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the
                                            Indemnifying Party and its professional advisors to investigate the matter or circumstance
                                            alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable
                                            in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s
                                            investigation by giving such information and assistance as the Indemnifying Party or any
                                            of its professional advisors may reasonably request. If the Indemnifying Party does not so
                                            respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed
                                            to have rejected such claim, in which case the Indemnified Party shall be free to pursue
                                            such remedies as may be available to the Indemnified Party on the terms and subject to the
                                            provisions of this Agreement.
	 	 	 
		(d)	Cooperation.
                                            Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking
                                            indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the
                                            Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying
                                            Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim.
                                            Any costs or expenses associated with taking such actions shall be included as Losses hereunder.



 


Section
8.04 Periodic Payments. Any indemnification required by this Article VIII for costs, disbursements or expenses of any Indemnified
Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying
Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements
or expenses are incurred.


 


Section
8.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement
actually received.


 






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Section
8.06 Time Limit. The obligations of the DRT Members and the Company under Section 8.01 and Section 8.02 shall expire two (2) years
from the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article
VIII which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims
for which payment has not yet been paid to the Indemnified Party.


 


Section
8.07 Certain Limitations. The indemnification provided for in Section 8.01 and Section 8.02 shall be subject to the following
limitations:


 


		(a)	The
                                            DRT Members shall not be liable to the Company Indemnified Parties for indemnification under
                                            Section 8.01 until the aggregate amount of all Losses in respect of indemnification under
                                            Section 8.01 exceeds $100,000 (the “Basket”), in which event the DRT Members
                                            shall be required to pay or be liable for all such Losses in excess of the Basket up to a
                                            maximum amount equal to $1,000,000 (the “Cap”), and provided that, in the event
                                            that the indemnification obligations are those of less than all of the DRT Members pursuant
                                            to the last sentence of Section 8.01, then the Basket and the Cap shall be applied to such
                                            indemnifying DRT Member(s) pro rata based on the percentage of Membership Interests held
                                            by such DRT Member(s) as of the Closing Date, such that, by way of example and not limitation,
                                            if a DRT Member is so obligated to indemnify the Company Indemnified Parties pursuant to
                                            such section and held 50% of the total Membership Interests as of the Closing Date, the Basket
                                            would be $50,000 and the Cap would be $500,000. Any such utilization or satisfaction of the
                                            Basket and the Cap by one or more of the DRT Members as a result of the preceding sentence
                                            shall apply to any later determinations of the utilization or satisfaction of the Basket
                                            and the Cap.
	 	 	 
		(b)	The
                                            Company shall not be liable to the DRT Indemnified Parties for indemnification under Section
                                            8.02 until the aggregate amount of all Losses in respect of indemnification under Section
                                            8.02 exceeds the Basket, in which event the Company shall be required to pay or be liable
                                            for all such Losses in excess of the Basket up to a maximum amount equal to the Cap, which
                                            shall in such case be applied to all of the DRT Members as a group.



 


Section
8.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified party’s
right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf
of the any indemnified party’s or by reason of the fact that such indemnified party knew or should have known that any such representation
or warranty is, was or might be inaccurate.


 


Section
8.09 Exclusive Remedy. In the event that the Closing occurs, the indemnification provisions contained in this Article VIII shall
be the sole and exclusive remedy of the Parties with respect to the Transactions for any and all breaches or alleged breaches of any
representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of
the Transactions, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or
causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date,
or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the Transactions. In furtherance
of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and after the Closing, to the fullest
extent permitted under applicable law and except as otherwise specified in this Article VIII, any and all rights, claims and causes of
action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate
or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable law.


 






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ARTICLE
IX. MISCELLANEOUS


 


Section
9.01 Notices.


 


		(a)	Any
                                            notice or other communications required or permitted hereunder shall be in writing and shall
                                            be sufficiently given if personally delivered to it or sent by email, overnight courier or
                                            registered mail or certified mail, postage prepaid, addressed as follows:



 


If
to the Company, to:


 


Simplicity
Esports and Gaming Company


Attention: Roman Franklin


7000
West Palmetto Park Road, Suite 505


Boca Raton, Florida 33433


 


If
to DRT or the Members’ Representative, to:


 


Diverted
River Technology, LLC


Attn: Zachary Johnson


1271
Watertree Road


Terre Haute, IN 47803


Email:


 


If
to any DRT Member, to the Members’ Representative at the address above, for further distribution to the applicable DRT Member;


 


		(b)	Any
                                            Party may change its address for notices hereunder upon notice to each other Party in the
                                            manner for giving notices hereunder.
	 	 	 
		(c)	Any
                                            notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered,
                                            (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted
                                            by email with return receipt requested and received and (iv) three (3) days after mailing,
                                            if sent by registered or certified mail.



 


Section
9.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the
State of Delaware, without giving effect to the principles of conflicts of law thereunder. Subject to the provisions of Section 9.04,
each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection
with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in Palm Beach
County, Florida. By execution and delivery of this Agreement, each Party hereto irrevocably submits to and accepts, with respect to any
such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all
rights such Party may now or hereafter have to object to such jurisdiction.


 




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Section
9.03 Waiver of Jury Trial.


 


		(a)	EACH
                                            PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
                                            IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
                                            OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON
                                            CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
                                            AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
                                            PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
                                            ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
                                            BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9.03(a).
	 	 	 
		(b)	Each
                                            of the Parties acknowledge that each has been represented in connection with the signing
                                            of this waiver by independent legal counsel selected by the respective Party and that such
                                            Party has discussed the legal consequences and import of this waiver with legal counsel.
                                            Each of the Parties further acknowledge that each has read and understands the meaning of
                                            this waiver and grants this waiver knowingly, voluntarily, without duress and only after
                                            consideration of the consequences of this waiver with legal counsel.



 


Section
9.04 Arbitration.


 


		(a)	The
                                            Parties shall promptly submit any dispute, claim, or controversy arising out of or relating
                                            to this Agreement (including with respect to the meaning, effect, validity, termination,
                                            interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof
                                            (including any action in tort, contract, equity, or otherwise), to binding arbitration before
                                            one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means
                                            of resolving any dispute, claim, or controversy arising out of or relating to this Agreement
                                            (including with respect to the meaning, effect, validity, termination, interpretation, performance
                                            or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort,
                                            contract, equity, or otherwise).
	 	 	 
		(b)	If
                                            the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement
                                            of the efforts to so agree on an Arbitrator, each of the Company and the Members’ Representative
                                            shall select one arbitrator and the two arbitrators so selected shall select the sole Arbitrator
                                            who shall hear and resolve the dispute.
	 	 	 
		(c)	The
                                            laws of the State of Delaware shall apply to any arbitration hereunder. In any arbitration
                                            hereunder, this Agreement and any agreement contemplated hereby shall be governed by the
                                            laws of the State of Delaware applicable to a contract negotiated, signed, and wholly to
                                            be performed in the State of Delaware, which laws the Arbitrator shall apply in rendering
                                            his decision. The Arbitrator shall issue a written decision, setting forth findings of fact
                                            and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator
                                            shall have no authority to award punitive or other exemplary damages.
	 	 	 
		(d)	The
                                            arbitration shall be held in Boca Raton, Florida in accordance with and under the then- current
                                            provisions of the rules of the American Arbitration Association, except as otherwise provided
                                            herein.



 




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		(e)	On
                                            application to the Arbitrator, any Party shall have rights to discovery to the same extent
                                            as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of
                                            Evidence shall apply to any arbitration under this Agreement; provided, however, that the
                                            Arbitrator shall limit any discovery or evidence such that his decision shall be rendered
                                            within the period referred to in Section 9.04(b).
	 	 	 
		(f)	The
                                            Arbitrator may, at his discretion and at the expense of the Party who will bear the cost
                                            of the arbitration, employ experts to assist him in his determinations.
	 	 	 
		(g)	The
                                            costs of the arbitration proceeding and any proceeding in court to confirm any arbitration
                                            award or to obtain relief, as applicable (including actual attorneys’ fees and costs),
                                            shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s
                                            decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The
                                            determination of the Arbitrator shall be final and binding upon the Parties and not subject
                                            to appeal.
	 	 	 
		(h)	Any
                                            judgment upon any award rendered by the Arbitrator may be entered in and enforced by any
                                            court of competent jurisdiction. The Parties expressly consent to the non-exclusive jurisdiction
                                            of the courts (Federal and state) located in Palm Beach County, Florida to enforce any award
                                            of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection
                                            with or in aid of the Arbitration. The Parties expressly consent to the personal and subject
                                            matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to
                                            arbitration hereunder. None of the Parties hereto shall challenge any arbitration hereunder
                                            on the grounds that any party necessary to such arbitration (including the Parties) shall
                                            have been absent from such arbitration for any reason, including that such Party shall have
                                            been the subject of any bankruptcy, reorganization, or insolvency proceeding.



 


Section
9.05 Limitation on Damages. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR IN CONNECTION WITH THE TRANSACTIONS FOR SPECIAL, GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR
LOST OPPORTUNITY, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


 


Section
9.06 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief
from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable
attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


 


Section
9.07 Confidentiality. Each Party agrees that, unless and until the Transactions have been consummated, it and its Representatives
will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any Representative,
officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such
data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public
knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order
to consummate the Transactions. In the event of the termination of this Agreement, each Party shall return to the applicable other Party
all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other
materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.


 






    	35



    	 



    

 


Section
9.08 Third Party Beneficiaries. This Agreement is strictly between the Company, DRT, the DRT Members and the Members’ Representative,
and except as specifically provided herein, no other Person and no director, officer, shareholder (other than the DRT Members), employee,
agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.


 


Section
9.09 Expenses. Subject to Article VIII and Section 9.06, whether or not the Exchange is consummated and other than as specifically
set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred
in connection with the Exchange or any of the other Transactions.


 


Section
9.10 Entire Agreement. This Agreement and the other agreements and documents references herein represent the entire agreement
between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written
or oral, with respect to such subject matter, provided that the Parties acknowledge and agree that the Company and DRT have entered into
that certain Mutual Non-Disclosure Agreement, dated June 9, 2022, which shall remain in full force and effect in accordance with its
terms.


 


Section
9.11 Survival. The representations and warranties of the respective Parties herein shall survive the Closing Date and the consummation
of the Transactions for a period of two years. The covenants and other agreements of the respective Parties herein shall survive the
Closing until fully performed, or for the maximum period permitted by applicable Laws, whichever is less.


 


Section
9.12 Amendment; Waiver; Remedies.


 


		(a)	This
                                            Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms,
                                            covenants, representations, warranties or conditions hereof may be waived, only by a written
                                            instrument executed by the Company, DRT and the Members’ Representative.
	 	 	 
		(b)	Every
                                            right and remedy provided herein shall be cumulative with every other right and remedy, whether
                                            conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no
                                            waiver by any Party of the performance of any obligation by the other shall be construed
                                            as a waiver of the same or any other default then, theretofore, or thereafter occurring or
                                            existing.
	 	 	 
		(c)	Neither
                                            any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction
                                            of any condition herein nor any course of dealing shall constitute a waiver of or prevent
                                            any Party from enforcing any right or remedy or from requiring satisfaction of any condition.
                                            No notice to or demand on a Party waives or otherwise affects any obligation of that Party
                                            or impairs any right of the Party giving such notice or making such demand, including any
                                            right to take any action without notice or demand not otherwise required by this Agreement.
                                            No exercise of any right or remedy with respect to a breach of this Agreement shall preclude
                                            exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with
                                            respect to such breach, or subsequent exercise of any right or remedy with respect to any
                                            other breach.



 




    	36



    	 



    

 


Section
9.13 DRT Members’ Representative.


 


		(a)	Each
                                            DRT Member constitutes and appoints the Members’ Representative as its Representative
                                            and its true and lawful attorney in fact, with full power and authority in its name and on
                                            its behalf:



 


		(i)	to
                                            act on such DRT Members’ behalf in the absolute discretion of Members’ Representative
                                            with respect to all matters relating to this Agreement, including, without limitation, execution
                                            and delivery of any amendment, supplement, or modification of this Agreement, including,
                                            without limitation, the execution of any Joinder and any updating of the Capitalization Table
                                            as contemplated herein, and any waiver of any claim or right arising out of this Agreement
                                            or the provision of any consent or agreement hereunder; and
	 	 	 
		(ii)	in
                                            general, to do all things and to perform all acts, including executing and delivering all
                                            agreements, certificates, receipts, instructions, and other instruments contemplated by or
                                            deemed advisable to effectuate the provisions of this Section 9.13.



 


		(b)	This
                                            appointment and grant of power and authority is coupled with an interest and is in consideration
                                            of the mutual covenants made in this Agreement and is irrevocable and will not be terminated
                                            by any act of any DRT Member or by operation of law, whether by the death or incapacity of
                                            any DRT Member or by the occurrence of any other event. Each DRT Member hereby consents to
                                            the taking of any and all actions and the making of any decisions required or permitted to
                                            be taken or made by Members’ Representative pursuant to this Section 9.13. Each DRT
                                            Member agrees that Members’ Representative shall have no obligation or liability to
                                            any Person for any action taken or omitted by Members’ Representative in good faith,
                                            even if taken or omitted negligently, and each DRT Member shall indemnify and hold harmless
                                            Members’ Representative from, and shall pay to Members’ Representative the amount
                                            of, or reimburse Members’ Representative for, any Loss that Members’ Representative
                                            may suffer, sustain, or become subject to as a result of any claim made or threatened against
                                            Members’ Representative in his capacity as such.
	 	 	 
		(c)	The
                                            Company shall be entitled to rely upon any document or other paper delivered by Members’
                                            Representative as being authorized by DRT Members, and the Company shall not be liable to
                                            any DRT Member for any action taken or omitted to be taken by the Company based on such reliance.



 


Section
9.14 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by
parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel
and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between
the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation
of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.


 


Section
9.15 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of
the Parties.


 




    	37



    	 



    

 


Section
9.16 No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this
Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for
damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this
Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written
consent of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of
no force or effect.


 


Section
9.17 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each DRT Party and the Company shall
use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled
by it under this Agreement so that the Transactions shall be consummated as soon as practicable, and to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate
and make effective this Agreement and the Transactions.


 


Section
9.18 Further Assurances. From and after the Effective Date, each Party shall execute and deliver such documents and take such
action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the Transactions.


 


Section
9.19 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall
be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof
and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to
which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection
with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable
relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate
remedy for any reason at law or equity.


 


Section
9.20 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all
of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


[Signatures
Appear on Following Pages]


 




    	38



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


 





	 	Simplicity
    Esports and Gaming Company
	 	 	 
	 	By:	/s/
    Roman Franklin
	 	Name:	Roman
    Franklin
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Diverted
    River Technology, LLC
	 	 	 
	 	By:	/s/
    Zachary Johnson
	 	Name:
    	Zachary
    Johnson
	 	Title:
    	Managing
    Member
	 	 	 
	 	Members’
    Representative:
	 	 	 
	 	Zachary
    Johnson
	 	 	 
	 	By:	/s/
    Zachary Johnson
	 	Name:
    	Zachary
    Johnson
	 	 	 
	 	Sole Member as of the Effective Date:

                                                                     Diamond Dogs Investments, LLC

	 	 	 
	 	By:	/s/
    Zachary Johnson                
	 	Name:
    	Zachary
    Johnson
	 	 	 
	 	DDI
    is not an Accredited Investor



 






    	39



    	 



    

 


Annex
1


 


Joinder
to Exchange Agreement


 


This
Joinder to Exchange Agreement (this “Joinder”) is entered into pursuant to the Exchange Agreement, dated as of September
28, 2022, originally by and among (i) Simplicity Esports and Gaming Company; (ii) Diverted River Technology, LLC, an Indiana limited
liability company, (iii) Diamond Dogs Investments, LLC; and (iv) Zachary Johnson, which agreement contemplates the joinder of the undersigned
thereto once the undersigned became a DRT Member (the “Agreement”). Defined terms used herein without definition have the
meanings set forth in the Agreement.


 


The
undersigned hereby joins, accepts, and becomes a party to, the Agreement as a DRT Member in connection with the acquisition of Membership
Interests and by its signature below signifies its agreement to be bound by the terms and conditions of the Agreement and hereby makes
the representations and warranties, and agrees to the covenants, applicable to a DRT Member therein and herein as of the date hereof.


 








	DRT
    Member Name:	 
	 	 
	By:	 
	 	 
	Name:	 
	 	 
	Title:	 
	 	(if
    applicable)



 


	Membership
    Interest owned:	_______________% 


 


The
undersigned hereby represents and warrants that the undersigned is:


 


	__________	__________	__________
	An
    Accredited Investor	A
    Non-U.S. Person	Neither
    an Accredited Investor nor a Non- U.S. Person



 


If
the above-named DRT Member is a Non-U.S. Person, then the above-named DRT Member certifies that this Joinder has been executed by such
DRT Member at:


 





		.
	(location)	 



 


Date:
______________________________,
2022.


 


[Joinder
to Exchange Agreement]


 



    	 



    	 



    




 


Agreed
and Accepted as of the date set forth above:


 


	 	Simplicity
    Esports and Gaming Company
	 	 	 
	 	By:	/s/
    Roman Franklin
	 	Name:
    	Roman
    Franklin
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Diverted
    River Technology, LLC
	 	 	 
	 	By:	/s/
    Zachary Johnson
	 	Name:
    	Zachary
    Johnson
	 	Title:
    	Managing
    Member
	 	 	 
	 	Members’
    Representative:
	 	 	 
	 	Zachary
    Johnson
	 	 	 
	 	By:	/s/
    Zachary Johnson                
	 	Name:	Zachary
Johnson



 


[Joinder
to Exchange Agreement]


 






    	 



    	 



    

 


Exhibit
A


 


This
Assignment of Membership Interests (“Assignment”) dated this [   ] day of [      ], 2022, is entered into by and between [____________] (“Assignor”)
and Simplicity Esports and Gaming Company, a Delaware corporation (“Assignee”).


 


Assignor
currently holds [ ]% of the membership interests of Diverted River Technology, LLC, an Indiana limited liability company (the “Company”).


 


Assignor,
for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration received from or on
behalf of the Assignee at or before the ensealing and delivery of these presents, the receipt and sufficiency whereof is hereby acknowledged,
now hereby assigns, transfers and sets over unto the Assignee all right, title and interest in all of the membership interests in the
Company held by Assignor (the “Transferred Interests”), which Transferred Interests have been delivered to Assignee on the
date hereof, to have and to hold the same unto the Assignee, the Assignee’s legal representatives, successors and assigns forever.


 


Assignor,
in connection with Assignor’s assignment of the Transferred Interests, does hereby warrant, covenant and agree with the Assignee
that Assignor has good right and authority to execute this Assignment and Assignor is the sole beneficial owner of the Transferred Interests
as of the date hereof.


 


IN
WITNESS WHEREOF, the Assignor and Assignee have each caused this Assignment to be executed on the date written below.


 


Signed,
sealed and delivered in the presence of:


 


	Witnesses:	 	Assignor: ______________________________
	 	 	 	 
	Print
    Name:	 	 	By:	 
	 	 	Name:
    	 
	 	 	 	 
	 	 	If
    Assignor is a Non-U.S. Person, this assignment has been executed at:
	Print
    Name:	 	 	 	 
	 	 	 
	 	 	(location)
	 	 	 	 
	 	 	Assignee:
    Simplicity Esports and Gaming Company
	 	 	 	 
	 	 	By:	                                                                
	 	 	Name:
    	Roman
    Franklin
	 	 	Title:	Chief
    Executive Officer



 









    	 



    	 



    

 


Exhibit
B


Capitalization Table


 


	Member
    Name	 	Membership
    Interest
	Diamond
    Dogs Investments, LLC	 	100%
	Total:	 	100%