Exhibit
10.11


 


THIRD
AMENDMENT TO THE SERIES A-2 EXCHANGE 


CONVERTIBLE
NOTE ISSUED ON DECEMBER 20, 2018


 


THIS
THIRD AMENDMENT to the Note (as defined below) (the “Amendment”) is entered into on April 14, 2021 (the “Effective
Date”), by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”), and Maxim
Group LLC (the “Holder” and collectively with the Company, the “Parties”).


 


BACKGROUND


 


A.
The Company and Holder are the parties to that certain Series A-2 exchange convertible note in the original principal amount of
$1,000,000, which was issued by the Company to the Holder on December 20, 2018 (as amended from time to time, the “Note”);
and


 


B.
The Parties desire to amend the Note as set forth expressly below.


 


NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.
The Maturity Date (as defined in the Note) shall be extended to October 15, 2021.


 


2.
The principal balance of the Note shall increase by $50,000 as of the Effective Date.


 


3.
If the Note is not repaid in the entirety (in cash and/or shares of the Company’s common stock pursuant to conversion(s)
of the Note per the terms of the Note) on or before April 30, 2021, the principal balance of the Note shall increase by $50,000.


 


4.
If the Note is not repaid in the entirety (in cash and/or shares of the Company’s common stock pursuant to conversion(s)
of the Note per the terms of the Note) on or before May 15, 2021, the principal balance of the Note shall increase by $50,000.


 


5.
If the Note is not repaid in the entirety (in cash and/or shares of the Company’s common stock pursuant to conversion(s)
of the Note per the terms of the Note) on or before July 15, 2021, the principal balance of the Note shall increase by $100,000.


 


6.
If the Note is not repaid in the entirety (in cash and/or shares of the Company’s common stock pursuant to conversion(s)
of the Note per the terms of the Note) on or before September 15, 2021, the principal balance of the Note shall increase by $100,000.


 


7.
The Company shall, within five (5) business days after the Company’s receipt of the proceeds from the consummation of the
second tranche of $999,996 under that certain stock purchase agreement entered into between the Company and Tiger Trout Capital
Puerto Rico, LLC on or around March 31, 2021 (the “Tiger Trout Transaction”), pay $500,000 by wire transfer to the
Holder which shall reduce the principal owed under the Note by $500,000.


 


8.
While any portion of the Note is outstanding, if the Company receives cash proceeds from public offerings or private placements
of the Company’s common stock to investors (except with respect to proceeds from officers and directors of the Company),
the Company shall, within five (5) business days of Company’s receipt of such proceeds, inform the Holder of such receipt,
following which the Holder shall have the right in its sole discretion to require the Company to immediately apply up to 25% of
such proceeds received by the Company to repay the outstanding amounts owed under the Note (with the understanding that each dollar
applied towards the repayment of the outstanding amounts owed under the Note pursuant to this Section 8 of this Amendment shall
reduce the balance owed under the Note by one dollar). For the avoidance of doubt, this Section 8 of this Amendment shall not
apply to the Tiger Trout Transaction.


 


9.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained
in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms
of this Amendment, shall remain in full force and effect.


 


[Signature
page to follow]


 




    	 



    	 



    

 


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


 


	Simplicity
    Esports and Gaming Company	 	Maxim
    Group LLC
	 	 	 
	By:	/s/
Roman Franklin	 	By:	/s/
    Clifford A. Teller
	Name:	Roman
Franklin	 	Name:	Clifford
    A. Teller
	Title:	Chief
Executive Officer	 	Title:	Executive Managing Director
	 	 	 	 	Head of Investment Banking