Exhibit
10.1


 


EXCLUSIVE
ENERGY DRINK DISTRIBUTION AGREEMENT


 


Dated
as of September 8, 2021


 


This
Exclusive Energy Drink Distribution Agreement (this “Agreement”) is entered into on the date first set forth above (the “Effective
Date”) by and between Advanced, LLC, a Minnesota limited liability company (“Advanced”) and Simplicity Esports and
Gaming Inc., a Delaware corporation (“Simplicity”). Advanced and Simplicity may collectively be referred to herein as the
“Parties” or may individually be referred to as “Party.”


 


WHEREAS,
Advanced is engaged in the business of manufacturing certain products as listed on Exhibit A (the “Products”);


 


WHEREAS,
Advanced has the ownership of certain brands and trademarks related to the Products (together with such other brands, trademarks and
trademark rights that it may create or acquire rights to in the future, the “Brands”); and


 


WHEREAS,
Simplicity has a network of wholly-owned, majority-owned, and franchised retail distribution outlets across the United States; and


 


WHEREAS,
Simplicity desires to receive from Advanced, and Advanced desires to grant to Simplicity, the right to exclusively have made, sell, have
sold, distribute and have distributed (collectively, “Distribute”) the Products to and through all channels of distribution
on a nation- wide basis (as further described below) in accordance with the terms of this Agreement and to undertake such advertising
and marketing as determined to be necessary by Simplicity in connection therewith and subject to the terms and conditions herein;


 


NOW,
THEREFORE, in consideration of the foregoing premises and the respective agreements, covenants, representations, warranties and conditions
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Advanced
and Simplicity hereby agree as follows:


 


Article
I. Simplicity’s Rights; Obligations.


 


Section
1.01 Grant of Rights.


 


		(a)	Exclusive
                                            within the Territory. Subject to the terms and conditions hereof:

                                                                                

	 	 	 
		(a)	Advanced
                                            hereby grants to Simplicity the exclusive right to Distribute the Products through retail
                                            channels of distribution in the Territory, which is defined as the fifty (50) mile radius
                                            around each Simplicity PLAYLive retail outlet, whether owed directly by Simplicity or through
                                            a Simplicity franchisee or other



 


Affiliate,
which is an authorized distributor under this Agreement, as reflected on Exhibit B, which may be updated from time to time by
agreement between the parties.


 


		(i)	(as
                                            defined herein). In addition, without exclusivity, Simplicity may sell Advanced products
                                            online via its corporate websites. Advanced shall not modify the Products from their specifications
                                            as of the Effective Date, other than as required to remain in compliance with applicable
                                            law, or as agreed to by Advanced and Simplicity. 

	 	 	 
		(ii)	Simplicity
                                            hereby agrees to exclusively promote, sell and make available for in- person sales in its
                                            retail outlets listed in Exhibit B, only energy drinks which are the Products, during
                                            the Term.



 




    	 



     


    

 


		(b)	Non-Exclusive
                                            outside the Territory. The Parties acknowledge and agree that, outside of the Territory
                                            defined herein, each Party works with other salespersons and other distributors with respect
                                            to the sale and distribution of the Products and energy drinks, and that Simplicity’s
                                            rights hereunder to distribute the Products are not exclusive, other than as set forth herein.
                                            By way of example and not by way of limitation, Advanced reserves its rights to sell the
                                            Products through the Internet and other electronic distribution means, including but not
                                            limited to digital marketplaces such as Amazon, Ebay and Walmart, and Simplicity reserves
                                            the right to sell energy drinks and shakers in retails outlets of its own or franchises that
                                            are not listed on Exhibit B, which may be updated from time to time to include twelve
                                            (12) existing franchise locations, and directly compete with the Products. The addition of
                                            new locations to the agreement, in addition to the existing twenty-nine (29) in operation
                                            today will only occur by agreement between the parties.



 


Section
1.02 Pricing to Simplicity. The purchase price payable by Simplicity to Advanced for the Products exclusive of shipping costs
(the “Purchase Price”) shall be the price as set forth in the “Advanced Distributor Price” column on Exhibit
A.


 


		(a)	The
                                            Purchase Price shall be a minimum of fifty percent (50%) off Manufacturer’s Suggested
                                            Retail Price (“MSRP”) for all supplements and thirty-five percent (35%) off for
                                            all shakers.



 


		(b)	In
                                            the event that Advanced’s cost to manufacture any Product increases, Advanced shall
                                            have the right to periodically increase the Purchase Price for any Product upon not less
                                            than thirty (30) calendar days’ prior written notice to Simplicity, by delivering to
                                            Simplicity an updated Exhibit A reflecting such price adjustment together with reasonable
                                            written evidence of the increased costs to be paid by Simplicity, provided that the prior
                                            price shall apply to any Purchase Orders previously sent to Advanced, even if not fulfilled
                                            at such time. Advanced understands and acknowledges that any price increase will cause a
                                            corresponding price increase to any Customer. Advanced may also make periodic non-cost driven
                                            price increases with the prior written consent of Simplicity.



 


		(c)	Notwithstanding
                                            the foregoing, in no event may Advanced cause the Purchase Price for any Product to be increased
                                            by more than ten percent (10%) in any calendar year without Simplicity’s prior written
                                            consent in Simplicity’s sole discretion. Advanced may elect, in its sole discretion,
                                            to offer decreased Purchase Prices or other discounted or promotional terms for Simplicity’s
                                            purchase of any Product from time to time.



 


Section
1.03 Purchase Orders. If Simplicity or any Simplicity Affiliate (as defined herein) elects to order Product(s), Simplicity shall
issue a purchase order to Advanced in a form approved by Advanced (a “Purchase Order”) which contains the applicable Products,
the quantity of each Product(s) desired, the desired shipment date (subject to any mutually agreed upon lead times), the price for each
Product (pursuant to the terms of this Agreement), shipping terms, and any other information relevant to such purchase. Placement of
a Purchase Order will not bind Advanced until the Purchase Order is accepted in writing by Advanced. Unless otherwise provided in the
Purchase Order, Advanced shall be required to fulfill Purchase Orders within 21 days of acceptance, provided that Advanced will use its
commercially reasonable efforts to fill all Purchase Order(s) as promptly as practicable following receipt thereof. Advanced will notify
Simplicity in advance of any inability of Advanced to make full and timely delivery of a Purchase Order. Any provisions in a Purchase
Order may not conflict with the provisions of this Agreement unless agreed to by both Parties as evidenced by each Party’s signature
on such Purchase Order and, if so agreed, will control to the extent of any conflict between such terms and the applicable terms of this
Agreement.


 





		(a)	Minimum
                                            Purchase. Simplicity shall purchase at least $1,000 per month of Products for each retail
                                            sales outlet participating in this Agreement, as detailed in this Section. This purchase
                                            commitment is referenced hereafter as the “Minimum Monthly Purchase.”


 




    	 



     


    

 


		(b)	For
                                            each month under the Term, each authorized retail sales outlet listed on Exhibit B
                                            shall issue, or have issued on its behalf, Purchase Orders for Products which aggregate to
                                            at least $1,000.
	 	 	 



		(c)	In
                                            the event Advanced is unable or unwilling to fulfill a Purchase Order issued by or through
                                            Simplicity, through no fault of Simplicity, the Purchase Order shall nevertheless count towards
                                            meeting Simplicity’s obligation to make the Minimum Monthly Purchase.
	 	 	 



		(d)	Any
                                            Product sold by Simplicity which, after the sale, is subject to rebate, recall or charge-back
                                            for any reason, whether caused by unacceptable quality; inappropriate shipping, handling
                                            or storage; marketing incentive, sample sale; or donation, shall nonetheless be counted towards
                                            meeting the Minimum Monthly Purchase, unless the parties expressly and mutually agree otherwise.



 


Section
1.04 Invoices. Advanced shall submit invoices to Simplicity for Products purchased hereunder. Payment on each such invoice shall
be made by Simplicity to Advanced within fifteen (15) days of delivery of the Products by Advanced, unless there is a bona fide dispute
over the Products or other arrangements are made between the Parties. If Simplicity fails to make any payment to Advanced when due, in
addition to, and in no way limiting any other remedies which may be available, Advanced may defer additional shipments until Simplicity
pays all overdue accounts, refuse to deliver any Products or other merchandise to Simplicity except on a “Cash On Delivery”
basis, or refuse delivery altogether.


 


Simplicity
will pay at time of PO for any products that are special order beyond current warehoused inventory at Advanced. I.E. custom flavor products
or custom shakers.


 


Section
1.05 Distribution Fees Paid by Advanced to Simplicity. In consideration for Simplicity’s distribution and marketing know-how
and resources, Advanced shall pay distribution fees in the amounts and at the times detailed in this Section.


 


		(a)	Retail
                                            Outlet Access Fee. For each month under the Term, Advanced shall pay $1,000 for distribution
                                            of the Product through each retail outlet participating in this Agreement as listed on Exhibit
                                            B. This fee is referenced hereafter as the “Outlet Fee.”



 




    	 



     


    

 


		(b)	The
                                            Outlet Fee shall be due without offset, demand or further notice by Simplicity.



 


		(c)	Advanced
                                            shall pay Simplicity for the applicable pro-ration of any retail outlet joining after the
                                            beginning of a month.



 


		(d)	Advanced
                                            shall tender each Outlet Fee to Simplicity in lump sum and in advance on a quarterly basis
                                            using the bank deposit advice attached at Exhibit C; provided, however, that the first
                                            Outlet Fee shall be in the amount of $51,000 and shall be tendered by Advanced within (3)
                                            three business days’ of notice received from Simplicity that all 17 retail outlets
                                            listed on Exhibit B are ready to launch sales of Products. Each subsequent Outlet
                                            Fee shall be tendered to Simplicity within thirty (30) days of the end of each quarter.






 


Section
1.06 Additional Agreements. In addition to the other provisions herein, the Parties agree that the following shall apply to the
actions of the Parties hereunder:


 


		(a)	Product
                                            Documentation and Production. Advanced will provide to Simplicity all necessary supporting
                                            documents details relating to the Products, including marketing and technical information
                                            concerning the Products, samples of brochures, instructional materials, advertising literature,
                                            and other Product data in the English language. In addition, Advanced shall promptly inform
                                            Simplicity of any new product developments that are competitive with the Products and shall
                                            tender other market information and competitive information as discovered from time to time.
                                            Promptly after the Effective Date, Advanced will begin production at least the Products listed
                                            on Exhibit A.



 


		(b)	Shipping
                                            and Shipping Expenses. Advanced shall ship Products to Simplicity at Simplicity’s
                                            warehouse in Florida, or to other destinations as instructed by Simplicity from time to time.
                                            As between Simplicity and Advanced, Advanced shall be responsible for all shipping costs.



 


		(c)	Marketing.
                                            Simplicity shall use best commercially reasonable efforts to promote the Products and
                                            maximize sales of the Products in the Territory. All trade marketing and advertising costs
                                            through Simplicity’s marketing channels shall be borne by Simplicity (other than such
                                            costs as specifically set forth herein as to be paid by Advanced).



 


		(i)	Notwithstanding
                                            the forgoing, the Parties agree that they may agree in writing as to any other apportionment
                                            of extraordinary marketing and advertising costs between the Parties, such agreement to be
                                            given in the sole discretion of each Party. During the Term, the Parties shall coordinate
                                            and assist each other in good faith and as reasonably requested in efforts to promote and
                                            sell the Products, including but not limited by Advanced to its provision of reasonable quantities
                                            of free Product, support materials, and promotional literature, which shall be provided to
                                            Simplicity at no charge.



 


		(ii)	Advanced
                                            will prominently advertise Simplicity and PLAYlive Nation retail locations on the Advanced
                                            website. A Simplicity specific partner affiliate sales code offering discounts to customers
                                            who purchase Advanced products online. Use of this code will provide consumers with ten percent
                                            (10%) off purchase price and will also offer a ten percent (10%), commission based on final
                                            sale price after discounts ; paid via PayPal only, to Simplicity.



 




    	 



     


    

 


		(iii)	Advanced
                                            will use its best efforts to promote joint-branded marketing and shall bear the indirect
                                            costs it incurs in such efforts.



 


		(iv)	Simplicity
                                            shall promote new Advanced products eligible to be listed as Products on Exhibit A,
                                            across all customer channels, including but not limited to e-mail marketing, on-site advertising,
                                            and social media promotion.



 


		(v)	Advanced
                                            shall provide Simplicity, at Advanced’s costs, with any updates of Advanced’s
                                            packaging, instructions, manuals, catalogues and other printed materials (including, without
                                            limitation, advertising materials) relating to the Products, if any, within fifteen (15)
                                            calendar days of such printed materials becoming available for use.



 


		(vi)	Advanced
                                            shall, at its cost, provide vinyls and pop-up displays promoting Products, for display in
                                            locations approved by Simplicity.



 


		(vii)	The
                                            Parties will collaborate to develop an Advanced-branded workspace within a mutually-agreed
                                            upon Simplicity retail outlet listed on Exhibit B. Advanced will utilize this space
                                            for promotional purposes supporting its performance of this Agreement, and this space shall
                                            serve as a local workspace for Advanced’s Florida-based sales team.



 


		(viii)	Advanced
                                            shall provide to Simplicity, quarterly updates on new product development and release schedules.
                                            Simplicity shall provide to Advanced, a monthly marketing report to support optimization
                                            of product development and joint marketing efforts.



 


		(d)	Billing,
                                            Collection and Reporting. Simplicity shall be responsible for the billing of and collection
                                            risk related to all amounts owing to Simplicity by Simplicity’s Customer, sub-distributors,
                                            retailers, wholesalers, Affiliates and other vendors to whom Simplicity sells the Products.
                                            Simplicity shall tender to Advanced at the end of each month, a sales report in a mutually
                                            agreed upon format, which may be combined with a marketing report.



 


Section
1.07 Customer Service; Product Refunds; Unsalable Products. Simplicity will inspect all deliveries of Products within ten (10)
days of delivery to identify incorrect order fulfillment and within twenty (20) days to identify any defects, including overage product,
external damage to labels, and packages, and other defects. Advanced shall accept any Product which is returned by Customers, within
thirty (30) days of receipt and shall replace (at no cost to Simplicity) or repurchase from Simplicity at a purchase price equal to the
full purchase price initially paid by Simplicity to Advanced for such Product (a) any returned Products which are unsalable only as a
result of defective production; and (b) any Products which are damaged or in otherwise an unsalable condition upon their delivery to
Simplicity (including, without limitation, as a result of any damaged master shippers and cartons). Advanced will not reimburse Simplicity
for any state, local or municipal excise tax stamps affixed to returned unsalable products, unless these products are deemed unsalable
due to production defects. Product’s unsalable condition will be reviewed, determined and confirmed by Advanced, and any applicable
refunds will be issued upon Advanced’ review and determination. Advanced is not liable for any damage incurred in shipment, nor
for any damage caused by improper or inadequate handling, use, or storage of Products by Simplicity or its agents. THE LIMITED WARRANTY
CONTAINED IN THIS SECTION CONSTITUTES SIMPLICITY’S SOLE AND EXCLUSIVE REMEDY. IT IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, WHETHER
STATUTORY, EXPRESS, OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE).


 




    	 



     


    

 


Section
1.08 Recall. In the event Advanced believes that it may be necessary to conduct a field correction, market withdrawal, stock recovery,
or other similar action with respect to any Product (collectively defined as a “Recall”), Advanced, as manufacturer of the
Products, shall have sole authority with respect to such Recall and the Parties shall work together to safely and effectively conduct
such Recall as quickly and efficiently as possible. Simplicity shall provide Advanced with reasonable access to those customers of Simplicity
affected by the Recall, to the extent practicable, and all information received or compiled by Simplicity from such customers or otherwise
with respect to such Recall, except as otherwise prohibited by Law. Advanced shall be responsible for the costs and expenses of any Recall.


 


Section
1.09 Title and Risk; Delivery. Simplicity shall purchase the Products in its own name and for its own account from Advanced or
in a Simplicity Affiliate’s name, as determined by Simplicity. Advanced shall deliver each shipment of Products to Simplicity’s
warehouse or as directed by Simplicity. Title, possession, and risk of loss to the Products will pass to Simplicity upon their delivery
at Advanced’ place of business to (i) a common carrier, or (ii) an agent or any other person specified by Simplicity acting on
behalf of Simplicity.


 


Section
1.10 Annual Amendment. The Parties shall meet at least annually in the fourth calendar quarter of each year to review and discuss
the Products and pricing as set forth on Exhibit A, provided that such review may also be completed at any other times as determined
by the Parties. At such times, the Parties may, each in their sole discretion, agree to remove certain Products from Exhibit A,
to add certain products to Exhibit A or to amend any other items as set forth on Exhibit A, provided that any such amendments
shall not apply to any Products for which a Purchase Order (as defined below) has already been submitted to Advanced, even if not fulfilled
at such time.


 


Section
1.11 Limited Cross-Licenses. Advanced hereby grants Simplicity a limited right and license to use the Brands, the name of Advanced
and any other intellectual property of Advanced set forth at Exhibit D solely in connection with the distribution of the Products
in accordance with the terms hereof. Simplicity hereby grants Advanced the limited right and license to use the marks and other intellectual
property of Simplicity set forth at Exhibit D solely in connection with the distribution of the Products in accordance with the
terms hereof.


 


		(a)	Each
                                            Party shall promptly notify the other Party of any infringement of the other Party’s
                                            intellectual property rights in the Territory of which a Party becomes aware. Prosecution
                                            of infringement shall be at discretion and cost of the Party which owns the intellectual
                                            property, unless such infringement is caused by Simplicity, in which event the other provisions
                                            herein, including Article IV, shall control.



 


		(b)	Advanced
                                            will act in good faith to maintain the value of the Brands’ and Products’ respective
                                            intellectual property rights.



 




    	 



     


    

 


		(c)	Any
                                            damages received for an intellectual property violation shall be credited to the Party which
                                            owns the intellectual property and which prosecuted the action to recover damages. Each Party
                                            shall offer reasonable assistance in infringement procedures as well as in any other procedure
                                            to maintain and protect the intellectual property rights owned by a Party, including submission
                                            of proof of use.



 


		(d)	Except
                                            for the rights and licenses granted by each Party-licensor under this Section to the other
                                            Party-licensee, this Agreement does not grant to a Party-licensee or any other Person any
                                            right, title or interest, by implication, estoppel, or otherwise. All intellectual property
                                            rights, titles and interests not specifically and expressly granted under this Section are
                                            hereby reserved by its respective Party-licensor.



 


		(e)	Each
                                            Party shall promptly and reasonably follow the reasonable instructions regarding the proper
                                            use of the other Party’s intellectual property subject to limited license hereunder,
                                            including with respect to use of marking or labeling, fonts, colors, sizing, promotional
                                            placements or adjacencies, and other demands made by the owner of the intellectual property.



 


Section
1.12 Public Announcement. Both Parties agree that any public announcement relating to the transactions set forth herein will not
be issued containing the name of the other Party without express written approval of such Party, unless otherwise required by applicable
law. Advanced acknowledges that Simplicity is a publicly traded entity and has to release certain information for the purposes of compliance.
Both Parties agree that prior to the release of any information concerning the other Party, the information will be sent to such Party
for approval, unless otherwise prohibited by applicable law.


 


Section
1.13 Ownership; Confidentiality.


 


		(a)	Advanced
                                            and Simplicity acknowledge and agree that all intellectual property rights relating to the
                                            Products, its packaging, manuals, catalogues, and other printed materials, including without
                                            limitation, and any promotional, advertising or collateral materials used in connection with
                                            the Distribution of the Products, and the goodwill pertaining thereto, are owned solely by
                                            Advanced and shall inure solely to the benefit of Advanced.



 


		(b)	Simplicity
                                            will hold in strict confidence the Technical Information (defined in Section 5.18(g)) supplied
                                            to it by Advanced and will not use or divulge the same to any other person, firm or corporation
                                            without the prior written permission of Advanced, except as reasonably required to exercise
                                            its rights or perform its obligations under the Agreement or as required by applicable law.
                                            Simplicity shall, and shall cause its directors, officers and employees to, use their commercially
                                            reasonable efforts to maintain the confidentiality of the Technical Information as required
                                            in this Section and will exercise the same degree of care with respect thereto as Simplicity
                                            would normally exercise to keep its own proprietary information secret and confidential.
                                            The obligations of Simplicity pursuant to this Section will survive termination of this Agreement
                                            for any reason.



 




    	 



     


    

 


Section
1.14 Compliance with Law. Simplicity shall comply with all applicable United States federal, state and municipal Laws, rules,
regulations, standards and orders (collectively, “Applicable Laws”) in connection with its distribution of the Products;
provided, however, that Advanced shall be solely responsible for complying with all other Applicable Laws with regard to the composition,
makeup, development, and manufacture of the Products, and Advanced shall be solely responsible for complying with all other Applicable
Laws with regard to the supply, advertising and marketing of the Products undertaken by Advanced (including, without limitation, any
labels affixed to the Products and the content of any advertising or marketing materials relating to the Products which are provided
to Simplicity by Advanced), and Advanced’s license, distribution and sale of the Products to Persons other than Simplicity, and
any indemnification obligation are addressed in Article IV below.


 


Section
1.15 Compliance with Laws and Regulatory Matters.


 


		(a)	General
                                            Compliance. Each Party shall be responsible for obtaining and maintaining all governmental
                                            registration and approvals required for the completion of its obligations hereunder, at such
                                            Party’s own expense. The Parties shall also at all times comply with all Laws and follow
                                            all generally accepted industry standards in accordance with the all regulatory agencies,
                                            applicable to the sale and distribution of Products and to the operation of Parties business
                                            throughout the Territory, including without limitation federal, state and local anti-dumping
                                            and consumer protection laws. Parties shall procure all permits, licenses and insurance (including,
                                            without limitation, workers’ compensation or similar coverage) necessary or required
                                            by any governmental authority to perform its obligations under this Agreement. Each Party
                                            shall, upon request by the other Party, promptly provide to the other Party written evidence
                                            of each and all such compliance.



 


		(b)	Regulatory
                                            Matters. Each of the Parties shall comply with all Applicable Law which are applicable
                                            to their respective operations, duties and obligations hereunder.



 


Section
1.16 Regulatory Assistance and Inquiry. Each Party agrees to cooperate, as reasonably requested by the other Party, to assist
in obtaining all necessary regulatory approvals to the extent such assistance of the other Party is necessary. The Party requesting assistance
shall bear the cost of the complying Party’s cooperation. Each Party shall promptly and in any event within fifteen (15) days after
receipt of any notice of inquiry from any Governmental Authority, inform the other in writing of such formal or informal inquiry relating
to any Product.


 


Article
II. Term and Termination


 


Section
2.01 Term. Subject to earlier termination or extension as provided herein, the term of this Agreement shall commence upon the
Effective Date and shall continue for a twenty-four (24) month period (the “Initial Term”). There shall be automatic (subject
to the below) consecutive extensions of the term of this Agreement (each, a “Renewal Term” and, together with the Initial
Term, the “Term”) of twelve (12) month duration for each Renewal Term. Subject to the terms and conditions herein, the Term
shall automatically be renewed for each successive Renewal Term.


 


Section
2.02 Termination. This Agreement and the Term may be terminated:


 


		(a)	At
                                            any time upon the mutual written agreement of the Parties;



 




    	 



     


    

 


		(b)	by
                                            either Party upon thirty (30) days’ prior written notice to the other Party upon the
                                            material breach by the other Party of any of its covenants, agreements, representations or
                                            warranties set forth in this Agreement, unless such breach is cured within such thirty (30)
                                            day notice period; or






 


		(c)	immediately
                                            by either Party upon written notice to the other Party, upon (i) the discontinuance, dissolution,
                                            liquidation and/or winding up of the other Party’s business or (ii) the making, by
                                            the other Party, of any general assignment or arrangement for the benefit of creditors; the
                                            filing by or against the other Party of a petition to have it adjudged bankrupt under bankruptcy
                                            or insolvency laws, unless such petition shall be dismissed or discharged within sixty (60)
                                            days; (iii) the appointment of a trustee or receiver to take possession of all or substantially
                                            all of such Party’s assets, where possession is not restored to the appropriate Party
                                            within thirty (30) days; or (iv) the attachment, execution or judicial seizure of all or
                                            substantially all of the other Party’s assets where attachment, execution or judicial
                                            seizure is not discharged within thirty (30) days; or



 


		(d)	by
                                            either Party upon notice to the other Party at least sixty (60) days prior to the end of
                                            the Initial Term or a Renewal Term, of an intent not to extend the Term; or



 


		(e)	by
                                            either Party for convenience, upon not less than ninety (90) days advance written notice
                                            to the other Party.



 


Section
2.03 Effect of Termination. Upon the expiration or earlier termination of this Agreement:


 


		(a)	Subject
                                            to the provisions of Section 2.04, all rights and licenses granted by either Party to the
                                            other under this Agreement shall terminate. Upon termination, Simplicity will: (i) cease
                                            the sale of Products except as provided in Section 2.03(b) and (ii) return to Advanced any
                                            Technical Information in Simplicity’s possession or control or certify destruction
                                            of the same. For avoidance of doubt, each Party shall discontinue all use of the trademarks,
                                            tradenames and other intellectual property of the other Party, and each Party shall promptly
                                            tender payment to the other Party of any amount owed, as soon as due and payable, regardless
                                            of whether such date is after the expiration or termination of this Agreement.






 


		(b)	In
                                            the event of a termination of this Agreement for any reason, Simplicity shall, following
                                            any such termination, continue to have a right to sell any Products then received and paid
                                            for by Simplicity.



 




    	 



     


    

 


Section
2.04 Exclusivity and Non-Circumvention.


 


		(a)	Except
                                            as otherwise expressly provided herein, the rights and licenses granted under this Agreement
                                            are not exclusive to either Party. Subject to the terms and conditions herein, Advanced may
                                            utilize any other Advanced Affiliate to distribute any Products to any customer outside the
                                            Territory, and Simplicity may sell energy drinks and related products through any owned or
                                            franchised Simplicity retail outlet not listed on Exhibit B.



 


		(b)	Simplicity
                                            agrees that, during the Term, Simplicity shall not, and shall use its commercially reasonable
                                            best efforts to cause any Simplicity Affiliate to not, (i) promote, advertise, stock, distribute
                                            or sell any energy drink, energy drink mix or shaker which is not a Product, in any retail
                                            outlet listed on Exhibit B, (ii) directly or indirectly, as a franchisor, owner, officer,
                                            director, employee or agent, sell, give or otherwise provide any products competing against
                                            the Products to any Person or Simplicity Customer or enter into any agreement with any Simplicity
                                            Customer or any Simplicity Affiliate with respect to the sale and purchase of any goods competing
                                            against the Products within a Simplicity retail outlet listed on Exhibit B, without
                                            the involvement of and approval of Advanced or in any manner that could reasonably be expected
                                            to reduce, or in any other manner avoid or interfere with, directly or indirectly, the profit
                                            amounts that would be received by Advanced upon any sales of any Products in the Territory
                                            to Customers; or (iv) utilize any Simplicity Affiliate to circumvent or attempt to circumvent
                                            the intent of this Agreement. Simplicity shall cause each Simplicity Affiliate to comply
                                            with the terms of this Section 2.04, and Simplicity shall be responsible for any breach of
                                            the terms and conditions hereunder by such Simplicity Affiliate. Any consent required pursuant
                                            to this paragraph of Section 2.04 may be given or withheld in the sole discretion of Advanced.



 


		(c)	Advanced
                                            agrees that, during the Term, Advanced shall not, and shall use its commercially reasonable
                                            best efforts to cause any Advanced Affiliate to not, (i) offer, supply or sell energy drinks,
                                            energy drink mixes or shakers to any Person competing against Simplicity within the Territory;
                                            (ii) contact any Customer with respect to the Products without the prior notification to
                                            and approval of Simplicity; (iii) take any actions that would reasonably be expected to result
                                            in a sale of Products to a Customer to occur without the involvement or approval of Simplicity;
                                            (iii) directly or indirectly, as an owner, officer, director, employee or agent, sell, give
                                            or otherwise provide any Products to any Person or Simplicity Customer or enter into any
                                            agreement with any Simplicity Customer or any Advanced Affiliate with respect to the sale
                                            and purchase of any Products within the Territory, without the involvement of and approval
                                            of the Simplicity or in any manner that could reasonably be expected to reduce, or in any
                                            other manner avoid or interfere with, directly or indirectly, the profit amounts that would
                                            be received by Simplicity upon any sales of any Products in the Territory to Customers; or
                                            (iv) utilize any Advanced Affiliate to circumvent or attempt to circumvent the intent of
                                            this Agreement. Advanced shall cause each Advanced Affiliate to comply with the terms of
                                            this Section 2.04, and Advanced shall be responsible for any breach of the terms and conditions
                                            hereunder by such Advanced Affiliate. Any consent required pursuant to this paragraph of
                                            Section 2.04 may be given or withheld in the sole discretion of Simplicity.



 




    	 



     


    

 


Article
III. Representations and Warranties


 


Section
3.01 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that the representing party:


 


		(a)	is
                                            an entity duly organized, validly existing and in good standing under the laws of the state
                                            of its organization and it has the complete right, power and authority to enter into this
                                            Agreement and the ability, power, and authority to perform all of its obligations hereunder,
                                            and



 


		(b)	this
                                            Agreement constitutes a valid and legally binding obligation of such representing Party,
                                            enforceable against such Party in accordance with its terms except as limited by applicable
                                            bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of
                                            general application relating to or affecting the enforcement of creditors’ rights generally;
                                            and



 


		(c)	no
                                            consent or approval is required by any Person for the Party to enter into this Agreement
                                            or to exercise the rights granted hereunder, and the execution, delivery and performance
                                            by the Party of this Agreement and the consummation of the transactions contemplated herein
                                            do not and will not:



 


		(i)	conflict
                                            with or result in a violation or breach of, or default under, any provision of the certificate
                                            of incorporation, by-laws or other organizational documents of such Party; or



 


		(ii)	conflict
                                            with or result in a violation or breach of any provision of any Applicable Law or Governmental
                                            Order applicable to such Party.



 


Section
3.02 Representations and Warranties of Simplicity. Simplicity represents and warrants to Advanced that:


 


		(a)	there
                                            are no pending or threatened actions, suits or claims against Simplicity or any of its Affiliates
                                            that would impair Simplicity’s ability to enter into this Agreement;



 


		(b)	Simplicity
                                            is now in compliance in all material respects with all Applicable Laws relating to its business;
                                            and



 


		(c)	Simplicity
                                            possesses and shall maintain in full force and effect at all times during the term of this
                                            Agreement all licenses, permits and similar authorizations required for the performance of
                                            its obligations hereunder.



 


Section
3.03 Representations and Warranties of Advanced. Advanced represents and warrants to Simplicity the following:


 


		(a)	there
                                            are no pending or threatened actions, suits or claims against Advanced or any of Advanced
                                            Affiliates (i) relating to the Products or (ii) that would impair Advanced’s ability
                                            to enter into this Agreement;



 




    	 



     


    

 


		(b)	Advanced
                                            has not entered into any oral or written contract or negotiations with any third Parties
                                            which would impair the rights granted to Simplicity under this Agreement, or limit the effectiveness
                                            of this Agreement, nor is it aware of any claims or actions which may limit or impair any
                                            of the rights granted to Simplicity hereunder;



 


		(c)	other
                                            than as specifically referenced herein, all intellectual property rights, materials and work
                                            product relating to the Products are owned by or licensed to Advanced and, to Advanced’s
                                            knowledge and belief, do not infringe or violate any copyrights, trademarks, trade secrets,
                                            patents or other proprietary rights of any kind belonging to any third party or violate any
                                            right of privacy, right to publicity, misappropriate anyone’s name or likeness or constitute
                                            defamatory, patently obscene or illegal material;



 


		(d)	Advanced
                                            is now in compliance in all material respects with all Applicable Laws relating to its business
                                            and the development, manufacturing, advertising, marketing, sale and distribution of the
                                            Products into the Territory;



 


		(e)	Advanced
                                            shall use its best efforts in filling orders submitted by or through Simplicity in a reasonable
                                            and timely fashion. Advanced shall immediately notify Simplicity of any known or anticipated
                                            delays in filling new or previously entered orders and the estimated duration of any delays,
                                            so that Simplicity may fairly represent this information to existing or potential customers.



 


		(f)	The
                                            Products sold to Simplicity by Advanced hereunder will be free and clear of any liens or
                                            encumbrances created by Advanced.



 


Article
IV. Indemnification


 


Section
4.01 Indemnification by Advanced. Advanced shall indemnify, defend and hold Simplicity and its Affiliates, and its and their respective
shareholders, members, managers, directors, officers, agents, employees, and representatives, as the case may be (collectively, “Representatives”),
harmless from and against any and all actual damages, fines, fees, penalties, liabilities, claims, losses, demands, suits, judgments,
awards, settlements, actions, obligations, costs and expenses (including reasonable costs of attorneys, accountants and other experts
or other reasonable expenses of litigation or other Actions (as defined below) or of any default or assessment (collectively, “Losses”)
that are caused by or shall arise out of any of the following: (i) any product liability claims or claims for property damage, personal
injury or death arising from or relating to any use of the Products; (ii) any actions by Persons claiming ownership or other rights in
the Products or the intellectual property rights relating thereto other than to the extent caused by the actions of Simplicity; (iii)
any actual or alleged infringement by the Products or any intellectual property rights relating thereto, or any advertising materials
with respect thereto, in each case to the extent provided by Advanced, of any intellectual property rights of any third parties or misappropriation
of any trade secrets of any third parties; (iv) Advanced’s breach of any representations, warranties, covenants or agreements contained
in this Agreement, unless the Loss arises from the gross negligence of Simplicity or any of its Representatives; (v) any claims or actions
arising out of the failure by Advanced to comply with any Applicable Laws relating to the development, manufacturing, advertising, marketing,
labeling, distribution or sale of the Products (except as otherwise subject to indemnification by Simplicity in accordance with Section
4.02), (vi) any class actions or governmental or regulatory investigations, inquiries, or actions relating to Advanced’s business
or the Products; or (v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any
agreement or understanding made, or alleged to have been made, by any such Person with Advanced (or any Person acting on its behalf)
in connection with any transactions contemplated herein.


 




    	 



     


    

 


Section
4.02 Indemnification by Simplicity. Simplicity shall indemnify, defend and hold Advanced and its Affiliates and its and their
Representatives harmless from and against any and all Losses that are caused by or shall arise out of (i) any claims or actions arising
out of the failure by Simplicity or its Representatives to comply with its obligations hereunder with respect to any Applicable Laws
relating to Simplicity’s distribution of the Products in the Territory (except to the extent any such Losses are caused by or relate
to the Products or any materials provided or made available by Advanced or its contractors and agents to Simplicity); or (ii) Simplicity’s
breach of any representations, warranties, covenants or agreements contained in this Agreement, unless the Loss arises from the gross
negligence of Advanced or any of its Representatives, or (iii) any claim by any Person for brokerage or finder’s fees or commissions
or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with Simplicity
(or any Person acting on its behalf) in connection with any transactions contemplated herein.


 


Section
4.03 Procedures for Indemnification; Defense.


 


		(a)	Definition.
                                            The Person entitled to indemnification under this Article IV is referred to as the “Indemnified
                                            Party” and the Party obligated to provide indemnification under this Article IV is
                                            referred to as the Indemnifying Party”.



 


		(b)	Third-Party
                                            Claims. If any Indemnified Party receives notice of the assertion or commencement of
                                            any legal action, suit, claim, investigation, hearing or proceeding, including any audit,
                                            claim or assessment for taxes or otherwise (each, an “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 4.03(c), 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.



 




    	 



     


    

 


		(c)	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 4.03(c). 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 Indemnified Party
                                            has assumed the defense pursuant to Section 4.03(b), it shall not agree to any settlement
                                            without the written consent of the Indemnifying Party (which consent shall not be unreasonably
                                            withheld, conditioned or delayed).



 


		(d)	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.



 




    	 



     


    

 


		(e)	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
4.04 Periodic Payments. Any indemnification required by this Article IV 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. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article
IV, the Indemnifying Party shall satisfy its indemnification obligations within thirty (30) calendar days of such agreement or adjudication.


 


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


 


Section
4.06 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the 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 Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its
Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.


 


Section
4.07 Limitation on Damages. To the fullest extent permitted by Law and notwithstanding anything to the contrary herein, 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 contemplated
herein for special, general, indirect, consequential, or punitive or exemplary 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.


 




    	 



     


    

 


Article
V. Miscellaneous


 


Section
5.01 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to be in default under,
or in breach of any provision of, this Agreement for failure or delay in fulfilling or performing any obligation of this Agreement, other
than the obligation to make money payments, when such failure or delay is due to a Force Majeure Event (as defined below), and without
the fault or negligence of the Party so failing or delaying. The Party whose performance is affected by a Force Majeure Event (the “Affected
Party”) shall give prompt notice to the other Party stating the details and expected duration of the event. Once said notice is
given, the Parties shall keep each other appraised of the situation until the Force Majeure Event terminates or this Agreement is terminated,
whichever occurs first. If the performance of the Affected Party does not resume within ninety (90) days of the occurrence of a Force
Majeure Event, the other Party shall have the right to terminate this Agreement without penalty. “Force Majeure Event” shall
mean any event beyond the reasonable control of the Party affected by such circumstance, including, but not limited to, an act of God,
delay or loss in transportation, fire, flood, earthquake, storm, plague, war, terrorism, riot, revolt, act of public enemy, embargo,
explosion, civil commotion, strike, labor dispute, loss or shortage of power, impossibility of obtaining or shortage in supply of raw
materials or finished Product, or any adverse determination with respect to any law, rule, regulation, or order, or any other action
by any third party, public authority, or regulatory body that prohibits or materially impairs either Party from performing its obligations
under this Agreement, provided that the Parties acknowledge and agree that they are entering into this Agreement during the COVID-19/coronoavirus
pandemic and have considered the effects thereof, and such pandemic shall not constitute a “Force Majeure Event”.


 


Section
5.02 Notices. All notices under this Agreement shall be in writing. Notices may be served by certified or registered mail, postage
paid with return receipt requested; by private courier, prepaid; by other reliable form of electronic communication; or personally. Mailed
notices shall be deemed delivered seven (7) days after mailing, if properly addressed. Couriered notices shall be deemed delivered on
the date that the courier warrants that delivery will occur. Electronic communication notices shall be deemed delivered when receipt
is either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal delivery shall be effective
when accomplished. Any Party may change its address by giving notice, in writing, stating its new address, to the other Party. Subject
to the forgoing, notices shall be sent as follows:


 


If
to Simplicity:


 


Simplicity
Esports and Gaming Inc.


Attn:
Roman Franklin


7000
W Palmetto Park Rd, Suite 505


Boca
Raton, FL 33433


Email:
roman@simplicityesports.com


 


With
a copy, which shall not constitute notice, to:


 





Anthony
L.G., PLLC


Attn:
Michael R. Geroe


625
N. Flagler Drive, Suite 600


West
Palm Beach, FL 33401


Email:
mgeroe@anthonypllc.com




 


If
to Advanced, to:


 


ADVANCED


Attn:
Peter Nguyencong


15621
Pennsylvania Ave


Prior
Lake, MN 55372


Email:Peter@advanced.gg


 




    	 



     


    

 





Section
5.03 Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between
the Parties, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied,
oral or written, except as herein or therein contained.


 


Section
5.04 Survival. The provisions of Section 1.13(b), Section 2.04, Article IV and Article V of this Agreement, and such additional
provisions as required to give effect thereto and which is stated elsewhere in this Agreement to survive termination, shall survive any
termination or expiration hereof, and provided that no expiration or termination of this Agreement shall excuse a Party for any liability
for obligations arising prior to such expiration or termination.


 


Section
5.05 Binding Effect; Assignment. This Agreement shall be binding upon the Parties, their heirs, administrators, successors and
assigns. Except as otherwise provided in this Agreement, neither Party may otherwise assign or transfer its interests herein, or delegate
its duties hereunder, without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or
delayed. Any assignment or delegation of duties in violation of this provision shall be null and void.


 


Section
5.06 Amendment. Other than as specifically set forth herein, no amendment, modification, termination, discharge or change (collectively,
“Amendment”) of this Agreement shall be valid and effective, unless the Parties shall unanimously agree in writing to such
Amendment.


 


Section
5.07 Further Assurances. Following the Effective Date and until the earlier termination of this Agreement in accordance with its
terms, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments,
conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect
to the transactions contemplated herein.


 


Section
5.08 No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party
against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall
not be deemed to be a continuing or future waiver.


 


Section
5.09 Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.


 


Section
5.10 Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of the Agreement.


 




    	 



     


    

 


Section
5.11 Governing Law. This Agreement, and any dispute arising out of, relating to, or in connection with this Agreement, shall be
governed by and construed in accordance with the laws of the State of Florida as applied to agreements performed wholly within the State
of Florida.


 


Section
5.12 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 seek 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 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
5.13 Enforcement of the Agreement; Jurisdiction; No Jury Trial.


 


		(a)	Subject
                                            to Section 5.12 and Section 5.14, each of the Parties irrevocably agrees that any legal action
                                            or proceeding with respect to this Agreement and the rights and obligations arising under
                                            this Agreement, or for recognition and enforcement of any judgment or arbitral award or resolution
                                            in respect of this Agreement, shall be brought and determined exclusively in the courts of
                                            the State of Florida located in Orlando, Florida or in the event (but only in the event)
                                            that such courts do not have subject matter jurisdiction over such action or proceeding,
                                            in the United States District Court sitting in Miami, Florida (the “Selected Courts”).
                                            Each of the Parties hereby irrevocably submits with regard to any such action or proceeding
                                            for itself and in respect of its property, generally and unconditionally, to the personal
                                            jurisdiction of the Selected Courts and agrees that it will not bring any action relating
                                            to this Agreement or any of the transactions contemplated by this Agreement in any court
                                            other than the Selected Courts. Each of the Parties hereby irrevocably waives, and agrees
                                            not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or
                                            proceeding with respect to this Agreement, (a) any claim that it is not personally subject
                                            to the jurisdiction of the Selected Courts for any reason other than the failure to serve
                                            in accordance with this Section 5.13; (b) any claim that it or its property is exempt or
                                            immune from jurisdiction of any such court or from any legal process commenced in such courts
                                            (whether through service of notice, attachment prior to judgment, attachment in aid of execution
                                            of judgment, execution of judgment or otherwise); and (c) to the fullest extent permitted
                                            by law, any claim that (i) the suit, action or proceeding in such court is brought in an
                                            inconvenient forum; (ii) the venue of such suit, action or proceeding is improper; or (iii)
                                            this Agreement, or the subject matter of this Agreement, may not be enforced in or by the
                                            Selected Courts.



 


		(b)	EACH
                                            PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
                                            PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
                                            ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, RELATING TO OR IN
                                            CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.



 




    	 



     


    

 


Section
5.14 Arbitration. Other than as set forth in Section 5.12, any controversy, claim or dispute arising out of or relating to this
Agreement shall be resolved by arbitration in [Miami, Florida] pursuant to then-prevailing rules of the American Arbitration Association
(the “AAA”). Either Party may serve a demand for arbitration upon the other Party, which shall reasonably describe the complaining
Party’s grievance, and which shall propose a list of at least three arbitrators. The arbitration shall be conducted by a single
arbitrator, who shall be a retired judge or an attorney with no less than ten years of experience in resolving commercial disputes. If
the parties cannot agree upon the arbitrator within ten (10) days of the receipt of the original demand for arbitration, the AAA shall
select an appropriate arbitrator from its roster of available and qualifying arbitrators. The arbitrator shall be bound to follow the
applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrator’s decision is final,
and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrator
may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrator will be
equally shared provided that, if in the opinion of the arbitrator any claim, defense, or argument raised in the arbitration was unreasonable,
the arbitrator may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrator,
as the arbitrator deems appropriate. The arbitrator may not award either Party punitive or consequential damages. The arbitrator shall
issue a determination of facts and conclusions of law in support of the arbitrator’s final opinion, which shall not exceed ten
(10) pages.


 


Section
5.15 Attorneys’ Fees. If any Party hereto is required to engage in litigation against any other Party, either as plaintiff
or as defendant, in order to enforce or defend any rights under this Agreement, and such litigation results in a final judgment in favor
of such Party (“Prevailing Party”), then the party or parties against whom said final judgment is obtained shall reimburse
the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorneys’ fees,
court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing
Party’s rights hereunder.


 


Section
5.16 Severability; Expenses. If any term, condition or other provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically
provided in this Agreement, each Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation,
execution, delivery, performance and enforcement of this Agreement.


 


Section
5.17 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this
Agreement, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever
under or by reason of this Agreement other than as specifically set forth herein, including, without limitation, in Article IV.


 




    	 



     


    

 


Section
5.18 Certain Definitions. For purposes of this Agreement, the following terms have the following meanings:


 


		(b)	“Affiliate”
                                            means, with respect to a specified Person, any Person directly or indirectly controlling,
                                            controlled by or under common control with such Person. As used in this definition, the term
                                            “control” means the possession, directly or indirectly, of the power to direct
                                            or to cause the direction of the management and policies of a Person, whether through ownership
                                            of voting securities, by contract or otherwise.



 


		(c)	“Customer”
                                            means a customer who purchases Product in the Territory through any means of sales by Simplicity
                                            which is not prohibited under this Agreement, including, without limitation, sales through
                                            PLAYLive retail outlets and sales through the Internet or other electronic means maintained
                                            by Simplicity or one of it’s Affiliates or Representatives, as those terms are defined
                                            herein.



 


		(d)	“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.



 


		(e)	“Governmental
                                            Order” means any order, writ, judgment, injunction, decree, stipulation, determination
                                            or award entered by or with any Governmental Authority.



 


		(f)	“Law”
                                            or “Laws” shall mean all present and future laws, as amended from time to time,
                                            including, without limitation, any rules, orders, ordinances, regulations, statutes, requirements,
                                            codes, executive orders, binding restrictions, rules of common law, and any judicial interpretations
                                            thereof, extraordinary as well as ordinary, of all Governmental Authorities, and all rules,
                                            regulations, and government orders with respect thereto.



 


		(g)	“Person”
                                            means, any individual, corporation, partnership, limited liability company, trust, estate,
                                            or other entity, unincorporated organization or government, or other agency or political
                                            subdivision thereof.



 


		(h)	“Technical
                                            Information” means and includes all know-how, designs, drawings, specifications, catalogs,
                                            data sheets and all information, whether or not reduced to writing, relating to the manufacture
                                            and sale of the Products, as well as any other proprietary information relating to the business
                                            of Advanced which may be divulged to Simplicity in the course of its performance of this
                                            Agreement and which is not generally known in the trade.



 


		(i)	“Territory”
                                            means the fifty (50) mile radius around each Simplicity PLAYLive retail outlet, whether owed
                                            directly by Simplicity or through a Simplicity franchisee or other Affiliate, which is an
                                            authorized distributor under this Agreement, as reflected on Exhibit B, which may
                                            be updated from time to time by Simplicity.



 


Section
5.19 Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not
limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature,
and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.


 


[Signatures
appear on following page]


 




    	 



     


    

 


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


 


	 	For
    Simplicity Esports and Gaming Inc., a DE corp: 
	 	 
	 	By:	/s/
    Roman Franklin
	 	Name:
    	Roman
    Franklin
	 	Title:	CEO
	 	 	 
	 	For
    Advanced LLC, a Minnesota LLC
	 	 	 
	 	By:	/s/
    Peter Nguyencong
	 	Name:
    	Peter
    Nguyencong
	 	Title:	CEO


 




    	 



     


    

 





EXHIBIT
A


 


Products,
Pricing Structure, USD


 





	Product	 	MSRP	 	Advanced
    Distributor Price
	Ready-to-drink
                                            can format of Energy
	 	TBD
    upon development of product	 	TBD
    upon development of product
	Simplicity
    branded Focus flavor	 	TBD
    upon development of product	 	TBD
    upon development of product
	Simplicity
    branded plastic shaker	 	TBD
    upon development of product	 	TBD
    upon development of product
	Simplicity
    branded Ice Shaker	 	TBD
    upon development of product	 	TBD
    upon development of product
	Focus
    Jar 4.59 oz	 	44.99	 	22.50
	Energy
    Jar 4.59 oz	 	34.99	 	17.50
	Focus
    Sachet Packet .25 oz	 	2.50	 	1.25
	ADVANCED
    Ice Shaker	 	39.99	 	25.99
	ADVANCED
    Shaker (Plastic Regular)	 	10.99	 	7.14
	ADVANCED
    Shaker (Plastic Stretch)	 	12.99	 	8.44


 




    	 



     


    

 


EXHIBIT
B


 


Participating
PLAYLive Distributors


 


	Location
    Name and Address	 	Active
    Date
	 	 	 	 
	1.	Brea
    Mall - 1065 Brea Mall, Ste 1121A, Brea CA 92821	 	Effective
    Date
	2.	Clackamas
                                            Town Center - 12000 SE 82nd Avenue, Ste L209, Happy Valley OR 97086
	 	Effective
    Date 
	3.	Columbia
                                            Center - 1321 N Columbia Center Blvd., Ste 303, Kennewick WA 99336
	 	Effective
    Date
	4.	Deerbrook
    - 20131 US-59, Humble TX 77338	 	Effective
    Date
	5.	Simplicity
                                            DeLand - 1697 N. Woodland Blvd., Ste 109D, DeLand FL 32720
	 	Effective
    Date
	6.	Fort
    Bliss - 617 Pleasonton Road, Ste G-127, Fort Bliss TX 79906	 	Effective
    Date
	7.	Redmond
    - 7330 164th Ave NE, Ste E252, Redmond WA 98052	 	Effective
    Date
	8.	Salinas
    - 376 Northridge Mall Salinas, CA 93906	 	Effective
    Date
	9.	Santa
    Rosa - 1032 Santa Rosa Plaza, Santa Rosa CA 95401	 	Effective
    Date
	10.	St
    Louis - 1155 Galleria St., Ste 2125, Saint Louis MO 63117	 	Effective
    Date
	11.	Stonebriar
    - 2601 Preston Rd., Ste 2062, Frisco’s TX 75034	 	Effective
    Date
	12.	Tracy
    - 3200 Naglee Rd., Ste 220, Tracy CA 95304	 	Effective
    Date
	13.	Tyrone
    - 6901 22nd Ave N, Ste 666, St. Petersburg FL 33710	 	Effective
    Date
	14.	University
    House - 581 North Commonwealth Ave., Fullerton CA 92831	 	Effective
    Date
	15.	Valley
    Mall - 2529 Main Street, Ste 107, Union Gap WA 98903	 	Effective
    Date
	16.	Vancouver
    - 8700 N.E. Vancouver Mall Dr., Ste 278, Vancouver WA 98662	 	Effective
    Date
	17.	West
    Park - 1595 Grand Ave., Ste 225, Billings MT 59102	 	Effective
    Date


 


Additional
Franchise PLAYLive Distributors


 


Location
Name and Address


 


	18.	Capital
                                            Mall - 625 Black Lake Blvd SW, Olympia, WA 98502



	19.	North
                                            Point Mall - 1000 North Point Cir, Alpharetta, GA 30022



	20.	Brandon
                                            Town Center - 459 Brandon Town Center Dr, Brandon, FL 33511



	21.	SouthPark
                                            Mall - 500 Southpark Center, Strongsville, OH 44136



	22.	South
                                            Hill Mall - 3500 S Meridian Unit 494, Puyallup, WA 98373



	23.	Valley
                                            Fair Mall - 2855 Stevens Creek Blvd, Santa Clara, CA 95050



	24.	Westfield
                                            Annapolis Mall - 2002 Annapolis Mall, Annapolis, MD 21401



	25.	Chandler
                                            Mall - 3111 W Chandler Blvd, Chandler, AZ 85226



	26.	Arrowhead
                                            Mall - 7700 W Arrowhead Towne Center, Glendale, AZ 85308



	27.	Vintage
                                            Fair Mall - 3401 Dale Rd Suite 483, Modesto, CA 95356



	28.	Firewheel
                                            Mall - 245 Cedar Sage Dr, Garland, TX 75040



	29.	Columbiana
                                            Station - 1187 Bower Pkwy, Columbia, SC 29212



 




    	 



     


    

 


EXHIBIT
C


 


Simplicity
Bank Deposit Advice


 


US
Bank ABA# 091-000-022


 


A/C
# 1602-3009-7208 RBC Capital Markets


 


Further
Credit the Account of:


 


Client
Name: Simplicity Esports and Gaming Company


 


Client
Account # 817-03293


 


	Address
    for US Bank:	800
    Nicollet Avenue
	 	Minneapolis,
    MN 55402
	 	1-888-799-4737



 




    	 



     


    

 


EXHIBIT
D


 


Intellectual
Property


 


		A.	Trademarks
                                            and service marks owned by Advanced subject to limited license for use by Simplicity:



 


a.


 


b.


 


c.


 


		B.	Trademarks
                                            and service marks owned by Simplicity subject to limited license for use by Advanced:



 


a.


 


b.


 


c.