Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of September 28, 2021 between Simplicity
Esports and Gaming Company, a Delaware corporation (the “Company”), and Ionic Ventures, LLC (“Holder”).


 


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


 


The
Company and Holder hereby agree as follows:


 


1.
Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Holder”
has the meaning set forth in the introductory paragraph hereto.


 




    	 



     


    

  


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


 


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


 


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


 


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


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


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


 


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


 




    	 



     


    

 


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


 


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


 


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


 


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


 


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


 


2.
Shelf Registration.


 


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


 




    	 



     


    

 


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


 


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


 


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


 


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


 


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


 




    	 



     


    

  


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


 


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


 




    	 



     


    

 


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


 


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


 


3.
Registration Procedures.


 


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


 


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


 




    	 



     


    

 


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


 


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


 


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


 




    	 



     


    

  


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


 


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


 


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


 


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


 




    	 



     


    

 


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


 


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


 


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


 


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


 




    	 



     


    

  


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


 


4.
Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for
trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,
without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and the fees and disbursements
of one counsel for Holder not to exceed $15,000, (v) Securities Act liability insurance, if the Company so desires such insurance, and
(vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated
by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any
broker or similar commissions of Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs
of the Holder.


 




    	 



     


    

  


5.
Indemnification.


 


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


 


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


 




    	 



     


    

  


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


 


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


 


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


 




    	 



     


    

  


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


 


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


 


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


 


6.
Miscellaneous.


 


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


 




    	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


(Signature
Pages Follow)


 




    	 



     


    

  


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


 


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


 




    	 



     


    

  


[SIGNATURE
PAGE OF HOLDER TO REGISTRATION RIGHTS AGREEMENT]


 


Name
of Holder: Ionic Ventures, LLC                                                                


 


Signature
of Authorized Signatory of Holder: /s/ Brendan O’Neil            


 


Name
of Authorized Signatory: Brendan O’Neil                                             


 


Title
of Authorized Signatory: Authorized Signatory                                    


 




    	 



     


    

 


Annex
A


 


Plan
of Distribution


 


Each
selling stockholder (the “Selling Stockholders”) of the securities of Simplicity Esports and Gaming Company, a Delaware
corporation (the “Company”), and any of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their Company securities covered hereby on the OTC Market or any other stock exchange, market or trading facility
on which such securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder
may use any one or more of the following methods when selling securities:


 


	 	●	 ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	 block
    trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	 purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	 an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	 privately
    negotiated transactions;
	 	 	 
	 	●	 settlement
    of short sales entered into after the effective date of the registration statement of which this prospectus is a part; 
	 	 	 
	 	●	 in
    transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
    price per security;
	 	 	 
	 	● 	 through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	 a
    combination of any such methods of sale; or
	 	 	 
	 	●	 any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.


 




    	 



     


    

 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and
markups which, in the aggregate, would exceed eight percent (8%).


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to
the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale
of the resale securities by the Selling Stockholders.


 


We
agreed to keep this prospectus effective until the earliest of (i) one (1) year from the date the Registration Statement is declared
effective by the Commission, (ii) the date on which the securities may be resold by the Selling Stockholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (iii) the date on
which all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities
of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this prospectus to Holder at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 




    	 



     


    

  


Annex
B


 


Simplicity
Esports and Gaming Company


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of shares of common stock (the “Registrable Securities”) of Simplicity
Esports and Gaming Company (the “Company”), understands that the Company has filed or intends to file with
the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”)
to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address
set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable
Securities owned by it in the Registration Statement.


 




    	 



     


    

 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


  


QUESTIONNAIRE


 


	1.	Name.


 


	 	(a)	Full Legal Name of Selling Stockholder
	 	 	 
	 	 	_________________________________________________________________________________________
	 	 	 
	 	(b)	Full Legal Name of Registered Holder (if not the same
    as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	_________________________________________________________________________________________
	 	 	 
	 	(c)	Full Legal Name of Natural Control Person (which means
    a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	_________________________________________________________________________________________








 


2.
Address for Notices to Selling Stockholder:


 


	 
	 
	 
	Telephone:_
     
	Fax:
         
	Contact
    Person: 


  


3.
Broker-Dealer Status:


 


	 	(a)	Are you a broker-dealer?
	 	 	 
	 	 	Yes ☐
    No ☐
	 	 	 	 
	 	(b)	If “yes”
    to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
	 	 	 
	 	 	Yes ☐
    No ☐
	 	 	 	 
	 	Note:	If “no”
    to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(c)	Are you an
    affiliate of a broker-dealer?
	 	 	 
	 	 	Yes
    ☐ No ☐
	 	 	 
	 	(d)	If you are
    an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,
    and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or
    indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes ☐
    No ☐
	 	 	 	 
	 	Note:	If “no”
    to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 









    	 



     


    

  


4.
Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than
the securities issuable pursuant to the Purchase Agreement.


 


(a)
Type and Amount of other securities beneficially owned by the Selling Stockholder:


 


	 	 
	 	 


 


5.
Relationships with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%
of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.


 


State
any exceptions here:


 


	 	 
	 	 


 


The
undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may
occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall
not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and
the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment
of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 




    	 



     


    

  


IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either
in person or by its duly authorized agent.


 


	Date:
    		 	Beneficial
    Owner: 	        



 


	 	By:
    	         
	   	Name:	 
	   	Title:	 


 


PLEASE
EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


David
Danovitch, Esq. of Sullivan & Worcester LLP at ddanovitch@sullivanlaw.com


 




    	 



     


    

 


Schedule
6(b)


 


	● 	Registration
    Rights Agreements with the following parties: 
	 	 	 	 
	 		○ 	GS
    Capital Partners, LLC. Dated 6.10.21
	 	 	 	 
	 		○ 	FirstFire
    Global Opportunities Fund, LLC. Dated 6.10.21
	 	 	 	 
	 		○ 	Jefferson
    Street Capital. Dated 8.23.21. 
	 	 	 	 
	 		○ 	LGH
    Investments, LLC. Dated 8.31.21
	 	 	 	 
	 		○ 	Lucas
    Ventures, LLC. Dated 8.31.21
	 	 	 	 
	●	The
    Common Stock Purchase Warrant issued to Maxim Group, LLC on 8.4.2021.