Exhibit
10.80 


 


Amendment
No. 1 to Convertible Promissory Note 


 


Dated
as of September 17, 2021


 


This
Amendment No. 1 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 (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, the Note is hereby amended as follows: 


 


	 	(a)	The
    Parties acknowledge and agree that a payment of $123,000 was due and payable to the Holder on September 10, 2011 (the “Interim
    Payment”), and the Interim Payment has not been made as of the date hereof. The making of such Interim Payment is hereby forgiven,
    and Holder hereby waives any Event of Default under the Note and any other consequences under the Note as a result of the Interim
    Payment note being made as originally required by the Note. 
	 	 	 
	 	(b)	Effective
    as of the date hereof, the aggregate principal amount of the Note is hereby reduced by $123,000. 


 


	 	3.	In
    consideration of the agreements of Holder hereunder, on the date hereof the Company shall issue to Holder, for no additional consideration,
    the warrant to acquire shares of Common Stock as attached hereto as Exhibit 1 (the “Warrant”). 
	 	 	 
	 	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.



 






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	 	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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