Exhibit
10.3


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 10, 2021, by and between SIMPLICITY ESPORTS AND
GAMING COMPANY, a Delaware corporation, with headquarters located at 7000 West Palmetto Park Road, Suite 505, Boca Raton, Florida
33433 (the “Company”), and GS CAPITAL PARTNERS, LLC, a Delaware limited liability company, with its address at 30
Washington Street, Suite 5L, Brooklyn, New York 11201 (the “Buyer”).


 


WHEREAS:


 


A.
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act;


 


B.
Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set
forth in this Agreement, a Convertible Promissory Note of the Company, in the aggregate principal amount of $333,333.33 (as the principal
amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend
thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A (the
“Note”), convertible into shares of common stock of the Company (the “Common Stock”), upon the terms and subject
to the limitations and conditions set forth in such Note;


 


C.
As well as a warrant in the Company in accordance with the terms thereof, in the form attached hereto as Exhibit B (the “Warrant”)
exercisable for shares of Common Stock upon the terms and subject to the limitations and conditions set forth in such Warrant; and


 


D.
To induce the Buyer to enter into the transactions contemplated hereby, the Company is also issuing to Buyer three thousand one hundred
twenty-five (3,125) shares of Common Stock (the “Commitment Shares”) at the Closing (as defined below);


 


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 Company and the Buyer hereby agree as follows:


 


1.
Purchase and Sale of the Securities.


 


a.
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company the Note, subject to the terms of the Note and this Agreement as the case may be.


 


b.
Warrant. On the Closing Date, the Company shall issue to Buyer the Warrant, subject to the terms of the Warrant and this Agreement
as the case may be.


 


c.
Commitment Shares. Upon the Closing, the Company shall cause the Commitment Shares to be issued in book-entry form in the name
of the Buyer.


 


d.
Form of Payment. On the Closing Date, the Buyer shall pay the purchase price of $300,000.00 (the “Purchase Price”)
for the Note, by wire transfer of immediately available funds, in accordance with the Company’s written wiring instructions, against
delivery of the Note, the Warrant and the Commitment Shares, and the Company shall deliver such duly executed Note and Warrant on behalf
of the Company, to the Buyer.


 




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e.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the
date and time of the issuance and sale of the Note, the Warrant and the Commitment Shares pursuant to this Agreement (the “Closing
Date”) shall be 4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time.


 


f.
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).


 


2.
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:


 


a.
Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and the Warrant, the Commitment Shares and the shares
of Common Stock issuable upon conversion or exercise thereof, or otherwise issued pursuant to the Note or Warrant and such additional
shares of Common Stock, if any, as are issuable on account of interest on the Note pursuant to this Agreement, such shares of Common
Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the Commitment Shares,
and the Warrant, the “Securities”) for its own account and not with a present view towards the public sale or distribution
thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that
by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.


 


b.
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).


 


c.
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.


 


d.
Information. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances, and
operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its
advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company regarding its business
and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the
Company or otherwise, and will not disclose such information unless such information is disclosed to the public prior to or promptly
following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of
its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and
warranties contained in Section 3 below.


 


e.
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 




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f.
Transfer or Resale. Without limiting any of the Company’s obligations hereunder, the Buyer understands that (i) the sale
or resale of the Securities have not been, and as of the date hereof, are currently not being registered under the 1933 Act or any applicable
state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration
statement under the 1933 Act; (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which
may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance, and scope customary for opinions of counsel in
comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration, which opinion shall be accepted by the Company; (c) the Securities are sold or transferred to an “affiliate”
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell
or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor; (d) the Securities
are sold pursuant to Rule 144 or other applicable exemption and the Buyer shall have delivered to the Company, at the cost of the Company,
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion
shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the
terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller
(or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company
nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder (in each case).


 


g.
Legends. The Buyer understands that until such time as the Securities have been registered under the 1933 Act or may be sold pursuant
to any applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately
sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of the certificates for such Securities):


 


“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AN APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY THE SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate for the applicable shares of Common Stock without such
legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common
Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company
(“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an applicable exemption without any
restriction as to the number of securities as of a particular date that can then be immediately sold; or (b) the Company or the Buyer
provides the Legal Counsel Opinion (as contemplated by and in accordance herewith) to the effect that a public sale or transfer of such
Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer
is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance.
The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance
with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided
by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, under any applicable exemption at
the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3 of the Note.


 




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h.
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.


 


i.
Manipulation of Price. The Buyer has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company; (ii) paid any compensation for soliciting purchases of any Common Stock in the open market;
or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.


 


j.
No Shorting. Buyer and its affiliates shall be prohibited from engaging directly or indirectly in any short selling or hedging
transactions with respect to any securities of the Company while this Note is outstanding.


 


3
Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:


 


a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation or other
entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized,
with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and
where now owned, leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries
of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign
corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the
business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not
have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations,
assets or financial condition of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby
or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other
organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership
interest.


 




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b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,
the Note, the Warrant, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof; (ii) the execution and delivery of this Agreement, the Note, and the Warrant by the Company and the
consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the
Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note or exercise
of the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company,
its Board of Directors, its shareholders, or its debt holders is required; (iii) this Agreement, the Note, and the Warrant, (together
with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its
authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement,
the Note, the Warrant, and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly;
and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, the Warrant, and each of such instruments
will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.


 


c.
Capitalization; Governing Documents. As of May 24, 2021, the authorized capital stock of the Company consists of: 36,000,000 authorized
shares of Common Stock, of which and 1,424,008 shares were outstanding. All of such outstanding shares of capital stock of the Company
and the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non- assessable. No shares
of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any
liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other
than as publicly announced prior to such date and reflected in the SEC Documents (as defined in this Agreement) of the Company (i) there
are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries; (ii) other than provided
herein, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale
of any of its or their securities under the 1933 Act; and (iii) there are no anti-dilution or price adjustment provisions contained in
any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance
of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation
as in effect on the date hereof (“Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof
(the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material
rights of the holders thereof in respect thereto.


 


d.
Issuance of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the
Note or exercise of the Warrant in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and
free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or
other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e.
No Broker-Dealer Acknowledgement. Unless otherwise advised by legal counsel to the Company, the Company shall not to any person,
institution, governmental or other entity, state, claim, allege, or in any way assert, that Buyer is currently, or ever has been a broker-dealer
under the Securities Exchange Act of 1934.


 


f.
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares
to the Common Stock upon the conversion of the Note or exercise of the Warrant. The Company further acknowledges that its obligation
to issue, upon conversion of the Note or exercise of the Warrant, the Conversion Shares, in accordance with this Agreement, the Note,
and the Warrant are absolute and unconditional, subject to the terms and conditions herein and therein, regardless of the dilutive effect
that such issuance may have on the ownership interests of other shareholders of the Company.


 




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g.
Ranking; No Conflicts. The Note shall be a subordinate debt obligation of the Company. The execution, delivery and performance
of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result
in a violation of any provision of the Certificate of Incorporation or Bylaws; or (ii) violate or conflict with, or result in a breach
of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness,
indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party; or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations
of any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries
or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material
Adverse Effect); or (iv) trigger any anti-dilution or ratchet provision contained in any other contract in which the Company is a party
thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of
Incorporation, Bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event
has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither
the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is
a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults
as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if
any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance
or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and
any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing
or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party
in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note, and the Warrant in accordance with
the terms hereof or thereof or to issue and sell each of the Note and the Warrant in accordance with the terms hereof and, upon conversion
of the Note or exercise of the Warrant, issue Conversion Shares. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The
Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.


 




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h.
SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with
the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and
none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended
or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof).
As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial
statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during
the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company
included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary
course of business subsequent to May 24, 2021, and (ii) obligations under contracts and commitments incurred in the ordinary course of
business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually
or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting
requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).


 


i.
Absence of Certain Changes. Since May 24, 2021, there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting
status of the Company or any of its Subsidiaries.


 


j.
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened,
against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have
a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the
Company, threatened, proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have
a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of
the foregoing. Notwithstanding the foregoing, the Buyer acknowledges the existence of all litigations disclosed and outstanding the SEC
Documents.


 


k.
Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all
patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks,
service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now
operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding
pending, or to the Company’s knowledge, threatened, which challenges the right of the Company or of a Subsidiary with respect to
any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated
in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products,
services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of
any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable
security measures to protect the secrecy, confidentiality and value of their Intellectual Property.


 


l.
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or
other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 




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m.
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any
taxing authority.


 


n.
Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain
from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees
of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner.


 


o.
Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided
to the Buyer pursuant to the terms hereof and otherwise in connection with the transactions contemplated hereby is true and correct in
all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein
or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists
with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions,
which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so
publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated
into an effective registration statement filed by the Company under the 1933 Act).


 


p.
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely
in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely
incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision
to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 


q.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not
be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval
provisions applicable to the Company or its securities.


 




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r.
No Brokers. Other than the use of JHD Capital, the Company has taken no action which would give rise to any claim by any person
for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


s.
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties
and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending
or, to the knowledge of the Company, threatened, regarding suspension or cancellation of any of the Company Permits. Neither the Company
nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts,
defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since
May 24, 2021, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults
or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults
or violations would not have a Material Adverse Effect.


 


t.
Environmental Matters.


 


(i)
There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company,
no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities,
circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability
or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local
or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor
is any action pending or, to the Company’s knowledge, threatened, in connection with any of the foregoing. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances
or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 


(ii)
Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were
released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the
property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any
of its Subsidiaries’ business.


 


(iii)
There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law.


 




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u.
Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good
and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or
such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries
are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.


 


v.
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the
Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will
provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors
and omissions coverage, and commercial general liability coverage.


 


w.
Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient,
in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is
permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


x.
Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any
direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


y.
Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have
a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and
matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving
effect to the transactions contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair
its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial
statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue
as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


 


z.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


aa.
No Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off- balance sheet entity that is required to be disclosed by the Company in its 1934 Act
filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 




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bb.
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405
under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is
subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to
determine whether any Issuer Covered Person is subject to a Disqualification Event.


 


cc.
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities; (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities; or (iii) paid or agreed to pay to any person any compensation
for soliciting another to purchase any other securities of the Company.


 


dd.
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of
the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises
a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve.


 


ee.
Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s
knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any
other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or
indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of
applicable law, (i) as a kickback or bribe to any person; or (ii) to any political organization, or the holder of or any aspirant to
any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds
of the Company or any of its Subsidiaries.


 


ff.
Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations
or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it
will be considered an Event of Default under Section 3 of the Note.


 


 4. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.




 


a.
Best Efforts. The parties shall use their commercially reasonable efforts to satisfy timely each of the conditions described in
Section 6 and 7 of this Agreement.


 


b.
Use of Proceeds. The Company shall use the proceeds for working capital by the Company and to pay off the existing promissory
note between the Company and Maxim (the “Maxim Note”) attached hereto as Exhibit C; provided further that none of
the proceeds shall be used for the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates
or in violation or contravention of any applicable law, rule or regulation.


 




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c.
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right
or remedy under this Agreement, the Note, the Warrant and any document, agreement or instrument contemplated thereby. Notwithstanding
any provision to the contrary contained in this Agreement, the Note, the Warrant and any document, agreement or instrument contemplated
thereby, it is expressly agreed and provided that the total liability of the Company under this Agreement, the Note, the Warrant or any
document, agreement or instrument contemplated thereby for payments which under applicable law are in the nature of interest shall not
exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,
in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under applicable
law in the nature of interest that the Company may be obligated to pay under this Agreement, the Note, the Warrant and any document,
agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed
by law applicable to this Agreement, the Note, the Warrant, and any document, agreement or instrument contemplated thereby is increased
or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest
allowed by law will be the Maximum Rate applicable to this Agreement, the Note, the Warrant and any document, agreement or instrument
contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances
whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness evidenced by this
Agreement, the Note, the Warrant and any document, agreement or instrument contemplated thereby, such excess shall be applied by the
Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be
at the Buyer’s election.


 


d.
Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full
or full conversion of the Note, or full exercise of the Warrant, the Company shall not, directly or indirectly, without the Buyer’s
prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business in any material respect;
or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.


 


e.
Listing. The Company, for so long as the Buyer owns any of the Securities, will maintain the listing and trading of its Common
Stock on the OTC QB or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets
electronic quotation system) (as applicable, the “Principal Market”) and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”)
and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal
Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems.


 


f.
Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of
all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s
obligations hereunder and under the agreements and instruments entered into in connection herewith, and (ii) is a publicly traded corporation
whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ Stock Market or the New York Stock
Exchange (including the NYSE American).


 




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g.
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 


h.
Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section
4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under
Section 3 of the Note.


 


i.
Compliance with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns any of the Securities, the Company
shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements
of the 1934 Act. During the period that the Buyer beneficially owns the Note, if the Company shall (i) fail for any reason to satisfy
the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirements
under Rule 144(c); or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future,
and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”) then,
as partial relief for the damages to the Buyer by reason of any such delay in or reduction of its ability to sell the Securities (which
remedy shall not be exclusive of any other remedies available pursuant to this Agreement, the Note, or at law or in equity), the Company
shall pay to the Buyer an amount in cash equal to three percent (3%) of the Purchase Price on each of the day of a Public Information
Failure and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until the date such Public Information
Failure is cured. The payments to which a Buyer shall be entitled pursuant to this Section 4(i) are referred to herein as “Public
Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar
month during which such Public Information Failure Payments are incurred; and (ii) the third business day after the event or failure
giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments
in a timely manner, such Public Information Failure Payments shall bear interest at the rate of eight percent (8%) per month (prorated
for partial months) until paid in full.


 


j.
Disclosure of Transactions and Other Material Information. By 9:00 a.m., New York time, three (3) business days following the
Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement
in the form required by the 1934 Act and attaching this Agreement, the form of Note (the “8-K Filing”). From and after the
filing of the 8-K Filing with the SEC, none of the Company, any of its Subsidiaries or any of their respective officers, directors, employees
or agent shall disclose to the Buyer any material, nonpublic information that is not disclosed in the 8-K Filing. In addition, effective
upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and the Buyer or any of its affiliates, on the other hand, shall terminate.


 


k.
Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible, at its cost, for
promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal
Counsel Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns
is exempt from the registration requirements of the 1933 Act pursuant to Rule 144, provided the requirements of Rule 144 are satisfied
and provided the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement,
or other applicable exemption, provided the requirements of such other applicable exemption are satisfied. Buyer will take no action
or inaction that would invalidate the proposed opinion. Buyer will provide the customary representations to counsel in order to provide
such an opinion. Should the Company’s legal counsel fail for any reason other than that the requirements of said exemption are
unavailable in the reasonable opinion of counsel to issue the Legal Counsel Opinion, the Buyer may, at the Company’s cost, secure
another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The
Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations
under this Agreement or otherwise.


 




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l.
Most-Favored Nation. So long the Note and/or the Warrant are outstanding, upon any issuance by the Company of any new security,
with any term that the Buyer reasonably believes is more favorable to the holder of such security or with a term in favor of the holder
of such security that the Buyer reasonably believes was not similarly provided to the Buyer in the Note, the Warrant, or under this Agreement,
then (i) the Holder shall notify the Company of such additional or more favorable term within one (1) business day of the issuance or
amendment (as applicable) of the respective security, and (ii) such term, at Buyer’s option, shall become a part of the Note, Warrant
or this Agreement, as applicable (regardless of whether the Company or Holder complied with the notification provision of this Section).
The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited
to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, and original issue discounts.
If Buyer elects to have the term become a part of the Note, Warrant or this Agreement, as applicable, then the Company shall immediately
deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Buyer (the “Acknowledgment”)
within one (1) business day of Company’s receipt of request from Buyer (the “Adjustment Deadline”), provided that Company’s
failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.


 


m.
Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide
the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public
information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep
such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer
without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality
to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade
on the basis of, such material, non-public information, provided that the Buyer shall remain subject to applicable law. To the extent
that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains
material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other
material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement
or the related transaction documents, if the Company provides any material non-public information to the Buyer without Buyer’s
prior written consent, and the Company fails to immediately (no later than that business day) file a Form 8-K disclosing this material
non-public information, it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning
with the day the information is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.


 


n.
Right of Participation/Refusal in Subsequent Offerings.


 


i.
From the date first written above until thirty-six (36) months thereafter, the Company will not, (i) directly or indirectly, offer, sell,
grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition
of) any of its or its Subsidiaries’ debt, equity or equity equivalent securities, including without limitation any debt, preferred
shares or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable
or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement, other than an Excluded Issuance (as defined
below) being referred to as a “Subsequent Placement”); or (ii) enter into any definitive agreement with regard to the foregoing,
in each case unless the Company shall have first complied with this Section 4(n(.


 




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ii.
The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended
issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a
Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other
terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or
exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued,
sold or exchanged and (z) offer to issue and sell to or exchange with the Buyer the greater of (i) at least one hundred percent
(100%) of the Offered Securities (the “Subscription Amount”); or (ii) the principal amount of the Note issued
hereunder.


 


iii.
To accept an Offer, in whole or in part, the Buyer must deliver a written notice to the Company prior to the end of the next business
day after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Subscription
Amount that the Buyer elects to purchase (the “Notice of Acceptance”). The Company shall have ten (10) business days from
the expiration of the Offer Period to complete the Subsequent Placement and in connection therewith to issue and sell the Subscription
Amount to the Buyer but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not more
favorable to the Buyer or less favorable to the Company than those set forth in the Offer Notice. Following such ten (10) business day
period, the Company shall publicly announce either (A) the consummation of the Subsequent Placement or (B) the termination of the Subsequent
Placement.


 


iv.
Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the
Offer prior to the expiration of the Offer Period, the Company shall deliver to the Buyer a new Offer Notice and the Offer Period shall
expire on the next business day after the Buyer’s receipt of such new Offer Notice.


 


v.
If by the fifteenth (15th) business day following delivery of the Offer Notice no public disclosure regarding a transaction
with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by
the Buyer, such transaction shall be deemed to have been abandoned and the Buyer shall not be deemed to be in possession of any material,
non-public information with respect to the Company.


 


vi.
Notwithstanding the forgoing, a Subsequent Placement shall not include any of the following issuances (each, an “Excluded Issuance”):
Any issuances of Common Stock:


 


	 	(1)	for
    compensatory or incentive purposes to officers, employees or directors of, or consultants to, the Company or any of its affiliates
    including, without limitation, the grant of stock options, deferred share units, restricted share units or restricted shares, duly
    adopted for such purposes by a majority of the non-employee members of the Board of Directors of the Company (the “Board”)
    or a majority of the members of the committee of nonemployee members of the Board established for such purpose;
	 	 	 
	 	(2)	pursuant
    to a rights offering by the Company or pursuant to a shareholder rights plan of the Company that is carried out on a pro rata basis
    among all holders of the applicable class of securities of the Company;


 




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	 	(3)	upon
    the exercise, conversion or exchange of any securities exercisable, convertible or exchangeable for or into shares of Common Stock;
	 	 	 
	 	(4)	pursuant
    to any over-allotment option granted to the underwriters in a securities offering;
	 	 	 
	 	(5)	as
    a result of the consolidation or subdivision of any securities of the Company, or as a special distribution or stock dividend or
    similar transaction that is carried out on a pro rata basis among all holders of the applicable class of securities of the Company;
    or
	 	 	 
	 	(6)	in
    connection with or pursuant to any merger, business combination, joint venture, exchange offer, take-over bid, arrangement, amalgamation,
    asset purchase transaction or acquisition of assets or shares of a third party.


 


o.
Registration Rights. The Company shall comply with all the terms of the Registration Rights Agreement entered into herewith.


 


p.
Business Day. As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday
or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.


 


5.
Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates,
registered in the name of the Buyer or its nominee, upon conversion of the Note, or the Warrant, the Conversion Shares, in such amounts
as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent
Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective
date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this
Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined
in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares under
the 1933 Act or the date on which the Conversion Shares may be sold pursuant to any applicable exemption without any restriction as to
the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive
legend as specified in this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions
referred to in this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement, the Note, and the Warrant; (ii) it will not
direct its transfer agent not to transfer or delay, impair, or hinder its transfer agent in transferring (or issuing electronically or
in certificated form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as
and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs,
delays, or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required
by the Note and this Agreement; and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent
within six (6) hours of each conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and
agreement set forth herein to comply with all applicable prospectus delivery requirements, if any, upon resale of the Securities. If
the Buyer provides the Company, at the cost of the Company, with (A) an opinion of counsel in form, substance and scope customary for
opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration
under the 1933 Act and such sale or transfer is effected, or (B) the Buyer provides reasonable assurances that the Securities can be
sold pursuant to any applicable exemption, the Company shall permit the transfer, and, in the case of the Securities, promptly instruct
its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified
by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by
vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other
security being required.


 




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6.
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities
to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


a.
The Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.
The Buyer shall have delivered the Purchase Price in accordance with the terms herein.


 


c.
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of
the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities, on the
Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these
conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a.
The Company shall have executed this Agreement and delivered the same to the Buyer.


 


b.
The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance
with Section 1 above.


 


c.
The Warrant, Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and
acknowledged in writing by the Company’s Transfer Agent.


 


d.
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 




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e.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


f.
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited
to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


g.
The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of
its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,
as of a date within ten (10) days of the Closing Date, and (ii) resolutions adopted by the Company’s Board of Directors at a duly
called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated
hereby.


 


		8.	Governing
                                            Law; Miscellaneous.



 


a.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby shall be brought
only in the state courts of New York or in the federal courts located in the state of New York. The parties to this Agreement hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on
lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’
fees and costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby
or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law.


 


b.
Counterparts. This Agreement 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.


 


c.
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed
against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part
of, or affect the interpretation of, this Agreement.


 




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d.
Severability. In the event that any provision of this Agreement, the Note, the Warrant, or any other agreement or instrument delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this
Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby.


 


e.
Entire Agreement; Amendments. This Agreement, the Note, the Warrant, and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing
signed by the Buyer.


 


f.
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served; (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid; (iii) delivered by reputable air courier service with charges prepaid; or (iv) transmitted
by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine,
at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received), or (b) on the second business day following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications
shall be:


 


		If to
  the Company, to:




 


SIMPLICITY
ESPORTS AND GAMING COMPANY





 7000 West Palmetto Park Road, Suite 505


 Boca Raton, Florida 33433





 Attention: Roman Franklin





 e-mail: roman@simplicityesports.com





 


		If to
  the Buyer:




 


GS
CAPITAL PARTNERS, LLC


30
Washington Street, Suite 5L


Brooklyn, New York 11201


Attention: Gabe Sayegh


e-mail:
gabe@gscapitalfund.com


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to the provisions hereof, the Buyer may assign its rights hereunder to any
person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined
under the 1934 Act, without the consent of the Company.


 




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h.
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall
survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees
to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result
of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this
Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


j.
Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press
releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release
or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon).


 


k.
Expense Reimbursement; Further Assurances. At the Closing to occur as of the Closing Date, the Company shall pay on behalf of
the Buyer or reimburse the Buyer for its reasonable legal fees and expenses incurred in connection with this Agreement, pursuant to the
disbursement authorization signed by the Company of even date, up to a maximum of $7,000. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments
and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement
and the consummation of the transactions contemplated hereby.


 


l.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


m.
Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder,
and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect,
indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect
investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all third
party actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the
Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement
or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated
hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these
purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance
or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby;
(ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities; or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated
by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable
law.


 




    	20



     


    




 


n.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by
vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement, the Note, or the Warrant will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Agreement, the Note, or the Warrant that the Buyer shall be entitled, in
addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or
injunctions restraining, preventing or curing any breach of this Agreement, the Note, or the Warrant and to enforce specifically the
terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.


 


o.
Payment Set Aside. To the extent that the Company makes a payment or payments to the Buyer hereunder or pursuant to the Note,
or the Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person or entity under
any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


p.
Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise available.





 


[SIGNATURE
PAGE FOLLOWS]


 




    	21



     


    




 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement 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	 


 


GS
CAPITAL PARTNERS, LLC


 


	By:	/s/
    Gabe Sayegh	 
	Name:
    	Gabe
Sayegh
	 
	Title:	President	 


 


SUBSCRIPTION
AMOUNT:


 


Principal
Amount of Note: $333,333.33


Purchase Price of Note: $300,000.00*


 


*The
purchase price of $300,000.00 shall be paid promptly after the full execution of the Note and related transaction documents.


 




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