Exhibit
10.1


 


Amendment
No. 1 to Exchange Agreement


Dated
as of December 15, 2022


 


This
Amendment No. 1 to Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment
Date”) by and between (i) Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”); (ii) Diverted
River Technology, LLC, an Indiana limited liability company (“DRT”), and (iii) Zachary Johnson (the “Members’
Representative”). Each of the Company, DRT and the Members’ Representative may be referred to herein collectively as the
“Parties” and separately as a “Party”.


 


WHEREAS,
the Parties are parties to that certain Exchange Agreement, dated as of September 28, 2022 (the “Original Agreement”)
and now desire to amend the Original Agreement, and the Original Agreement may be so amended in a writing executed by the Parties;


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:


 


		1.	Defined
                                            terms used herein without definition shall have the meanings given in the Original Agreement.



 


		2.	Pursuant
                                            to the provisions of Section 9.12 of the Original Agreement, the Original Agreement is hereby
                                            amended as follows: The date “December 15, 2022” in the definition of “Termination
                                            Date” in Section 1.01(ttt) of the Original Agreement is hereby amended to be “February
                                            1, 2023”.



 


		3.	Other
                                            than as amended herein, the Original Agreement shall remain in full force and effect. Following
                                            the Amendment Date, any reference in the Original Agreement to the “Agreement”
                                            shall be deemed a reference to the Original Agreement as amended by this Amendment.



 


		4.	This
                                            Amendment shall be governed by, enforced, and construed under and in accordance with the
                                            Laws of the State of Delaware, without giving effect to the principles of conflicts of law
                                            thereunder.



 


		5.	This
                                            Amendment may be executed in multiple counterparts, each of which shall be deemed an original
                                            and all of which taken together shall be but a single instrument. Counterparts may be delivered
                                            via facsimile, electronic mail (including pdf or any electronic signature complying with
                                            the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
                                            and any counterpart so delivered shall be deemed to have been duly and validly delivered
                                            and be valid and effective for all purposes.



 


[Signatures
Appear on Following Pages]


 




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IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.


 


	 	Simplicity
    Esports and Gaming Company 
	 	 	 
	 	By:	/s/
    Roman Franklin
	 	Name:
    	Roman
    Franklin
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Diverted
    River Technology, LLC
	 	 	 
	 	By:
    	/s/
    Zachary Johnson
	 	Name:
    	Zachary
    Johnson 
	 	Title:
    	Managing
    Member 
	 	 	 
	 	Zachary
    Johnson
	 	 	 
	 	By:
    	/s/
    Zachary Johnson
	 	Name:
    	Zachary
    Johnson


 




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