Exhibit
10.82


 


Amendment
No. 2 to Convertible Promissory Note 


 


Dated
as of October 1, 2021


 


This
Amendment No. 2 to Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above, is entered
into by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”) and FIRSTFIRE GLOBAL OPPORTUNITIES
FUND, LLC, a Delaware limited liability company (“Holder”). The Company and Holder may be referred to herein individually
as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Holder is the holder of that certain Convertible Promissory Note of the Company, dated as of March 10, 2021, as amended by the Amendment
No. 1 to Convertible Promissory Note dated as of September 17, 2021 (as so amended, the “Note”) and now wish to amend the
Note as set forth herein;


 


WHEREAS,
pursuant to Section 4.3 of the Note, the Note may be amended in writing;


 


NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


	 	1.	Defined
    terms used herein without definition shall have the meaning given to them in the Note. 
	 	 	 
	 	2.	Subject
    to the provisions herein, pursuant to Section 4.3 of the Note, Section 1.10 of the Note is hereby amended and restated in its entirety
    to provide as follows: 


 


1.10
Repayment from Proceeds. While any portion of this Note is outstanding, if the Company completes a transaction involving a public
offering of its securities and which results in the Company completing an up-listing to the Nasdaq Stock Market, the Company shall, within
two (2) business days of Company’s receipt of proceeds from such transaction, inform the Holder of such receipt, following which
the Holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of all proceeds from such
public offering received by the Company to repay the outstanding amounts owed under this Note.


 


	 	3.	In
    consideration of the agreements of Holder hereunder, on the date hereof:


 


	 	(a)	the
    Company shall issue to Holder, for no additional consideration, a warrant to acquire 40,000 shares of Common Stock in the form as
    attached hereto as Exhibit 1 (the “Warrant”); and
	 	 	 
	 	(b)	The
    Company shall pay to Holder the sum of $175,000, which the Parties acknowledge and agree shall be deemed a payment by the Company
    to the Holder pursuant to the Convertible Promissory Note issued by the Company to the Holder on June 10, 2021 (the “June 2021
    Note”), and such payment shall be applied against the principal amount outstanding pursuant to the June 2021 Note.  


 


	 	4.	Other
    than as amended herein, the Note shall remain in full force and effect. 
	 	 	 
	 	5.	This
    Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of
    conflicts of laws. All questions concerning jurisdiction, venue and the construction, validity, enforcement and interpretation of
    this Amendment shall be determined in accordance with the provisions of the Purchase Agreement.
	 	 	 
	 	6.	This
    Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
    one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other
    Party.  A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto
    with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.  Delivery of a
    counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.


 


	 	Simplicity
    Esports and Gaming Company
	 	 	 
	 	By:	/s/ Roman Franklin
	 	Name:
    	Roman
    Franklin
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	FIRSTFIRE
    GLOBAL OPPORTUNITIES FUND, LLC 
	 	 	 
	 	By:	FirstFire
    Capital Management, LLC, its Manager
	 	 	 
	 	By:	/s/ Eli Fireman
	 	Name:	Eli
Fireman
	 	Title:	Manager
    


 




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Exhibit
1


Warrant


 


(Attached)


 






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