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 $123,200 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. 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)	The
                                            Parties agree that the Interim Payment shall hereafter be due and payable on the Maturity
                                            Date together with any other amounts due and payable pursuant to the Note at such time.



 


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



 


		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]


 




    	 



     


    

 




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




 






    	 



    	 



    

 


Exhibit
1 Warrant


 


(Attached)