SIMPLICITY ESPORTS & GAMING Co Contracts & Agreements

Securities Purchase Agreement by and among the registrant and 1800 Diagonal Lending, LLC, dates as of June 13,2023 (Filed With SEC on July 13, 2023)

Convertible Promissory Note by and among the registrant and 1800 Diagonal Lending, LLC, dates as of June 13, 2023 (Filed With SEC on July 13, 2023)

Securities Purchase Agreement, dated as of April 17, 2023, by and between the registrant, Ionic Ventures, LLC and FirstFire Global Opportunities Fund LLC (Filed With SEC on April 20, 2023)

Secured Convertible Promissory Note, dated as of April 17, 2023, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on April 20, 2023)

Secured Convertible Promissory Note, dated as of April 17, 2023, issued by the registrant in favor of FirstFire Global Opportunities Fund LLC (Filed With SEC on April 20, 2023)

Securities Purchase Agreement, dated as of March 8, 2023, by and between the registrant and Ionic Ventures, LLC (Filed With SEC on April 19, 2023)

Convertible Promissory Note, dated as of March 8, 2023, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on April 19, 2023)

Securities Purchase Agreement, dated as of March 8, 2023, by and between the registrant and FirstFire Global Opportunities Fund, LLC (Filed With SEC on April 19, 2023)

Convertible Promissory Note, dated as of March 8, 2023, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC (Filed With SEC on April 19, 2023)

Amendment No. 2 to Exchange Agreement, dated as of March 10, 2023, by and among the registrant, Diverted River Technology, LLC, the member(s) of Diverted River Technology, LLC... (Filed With SEC on March 31, 2023)

Letter Agreement, dated as of March 21, 2023, by and among the registrant, Ionic Ventures, LLC, FirstFire Global Opportunities Fund, Jefferson Street Capital, Labrys Fund, GS... (Filed With SEC on March 31, 2023)

Securities Purchase Agreement, dated as of January 30, 2023, by and between the registrant and Ionic Ventures, LLC (Filed With SEC on February 2, 2023)

Convertible Promissory Note, dated as of January 30, 2023, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on February 2, 2023)

Securities Purchase Agreement, dated as of January 30, 2023, by and between the registrant and FirstFire Global Opportunities Fund, LLC (Filed With SEC on February 2, 2023)

Convertible Promissory Note, dated as of January 30, 2023, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC (Filed With SEC on February 2, 2023)

Amendment No. 1 to Exchange Agreement, dated as of December 15, 2022, by and among the registrant, Diverted River Technology, LLC, the member(s) of Diverted River Technology, LLC... (Filed With SEC on December 16, 2022)

Exchange Agreement, dated as of September 28, 2022, by and among the registrant, Diverted River Technology, LLC, the member(s) of Diverted River Technology, LLC from time to time... (Filed With SEC on September 28, 2022)

Securities Purchase Agreement, dated as of September 13, 2022, by and between the registrant and GS Capital Ventures, LLC (Filed With SEC on September 19, 2022)

Convertible Promissory Note, dated as of September 13, 2022, issued by the registrant in favor of GS Capital Ventures, LLC (Filed With SEC on September 19, 2022)

Common Stock Purchase Warrant, dated as of September 13, 2022, issued by the registrant in favor of GS Capital Ventures, LLC (Filed With SEC on September 19, 2022)

Securities Purchase Agreement, dated as of September 8, 2022, by and between the registrant and Ionic Ventures, LLC (Filed With SEC on September 15, 2022)

Convertible Promissory Note, dated as of September 8, 2022, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on September 15, 2022)

Common Stock Purchase Warrant, dated as of September 8, 2022, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on September 15, 2022)

Securities Purchase Agreement, dated as of September 8, 2022, by and between the registrant and Jefferson Street Capital, LLC (Filed With SEC on September 15, 2022)

Convertible Promissory Note, dated as of September 8, 2022, issued by the registrant in favor of Jefferson Street Capital, LLC (Filed With SEC on September 15, 2022)

Common Stock Purchase Warrant, dated as of September 8, 2022, issued by the registrant in favor of Jefferson Street Capital, LLC (Filed With SEC on September 15, 2022)

Securities Purchase Agreement, dated as of September 8, 2022, by and between the registrant and FirstFire Global Opportunities Fund, LLC (Filed With SEC on September 15, 2022)

Convertible Promissory Note, dated as of September 8, 2022, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC (Filed With SEC on September 15, 2022)

Common Stock Purchase Warrant, dated as of September 8, 2022, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC (Filed With SEC on September 15, 2022)

Securities Purchase Agreement, dated as of July 14, 2022, by and between the registrant and Ionic Ventures, LLC (Filed With SEC on July 22, 2022)

Convertible Promissory Note, dated as of July 14, 2022, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on July 22, 2022)

Common Stock Purchase Warrant, dated as of July 14, 2022, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on July 22, 2022)

Securities Purchase Agreement, dated as of July 14, 2022, by and between the registrant and Jefferson Street Capital, LLC (Filed With SEC on July 22, 2022)

Convertible Promissory Note, dated as of July 14, 2022, issued by the registrant in favor of Jefferson Street Capital, LLC (Filed With SEC on July 22, 2022)

Common Stock Purchase Warrant, dated as of July 14, 2022, issued by the registrant in favor of Jefferson Street Capital, LLC (Filed With SEC on July 22, 2022)

Securities Purchase Agreement, dated as of July 14, 2022, by and between the registrant and FirstFire Global Opportunities Fund, LLC (Filed With SEC on July 22, 2022)

Convertible Promissory Note, dated as of July 14, 2022, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC (Filed With SEC on July 22, 2022)

Common Stock Purchase Warrant, dated as of July 14, 2022, issued by the registrant in favor of FirstFire Global Opportunities Fund, LLC (Filed With SEC on July 22, 2022)

Securities Purchase Agreement, dated as of July 14, 2022, by and between the registrant and GS Capital Partners, LLC (Filed With SEC on July 22, 2022)

Convertible Promissory Note, dated as of July 14, 2022, issued by the registrant in favor of GS Capital Partners, LLC (Filed With SEC on July 22, 2022)

Common Stock Purchase Warrant, dated as of July 14, 2022, issued by the registrant in favor of GS Capital Partners, LLC (Filed With SEC on July 22, 2022)

Securities Purchase Agreement, dated March 21, 2022, by and between the Company and Ionic Ventures, LLC (Filed With SEC on April 8, 2022)

Convertible Promissory Note, dated March 21, 2022 by the Company in favor of Ionic Ventures, LLC (Filed With SEC on April 8, 2022)

Common Stock Purchase Warrant, dated as of March 21, 2022, to Ionic Ventures, LLC (Filed With SEC on April 8, 2022)

Registration Rights Agreement, dated March 21, 2022, by and between the Company and Ionic Ventures, LLC (Filed With SEC on April 8, 2022)

Securities Purchase Agreement, dated March 21, 2022, by and between the Company and FirstFire Global Opportunities Fund LLC (Filed With SEC on April 8, 2022)

Convertible Promissory Note, dated March 21, 2022 by the Company in favor of FirstFire Global Opportunities Fund (Filed With SEC on April 8, 2022)

Common Stock Purchase Warrant, dated as of March 21, 2022, to FirstFire Global Opportunities Fund LLC (Filed With SEC on April 8, 2022)

Registration Rights Agreement, dated March 21, 2022, by and between the Company and FirstFire Global Opportunities Fund LLC (Filed With SEC on April 8, 2022)

Securities Purchase Agreement, dated March 21, 2022, by and between the Company and GS Capital Partners, LLC (Filed With SEC on April 8, 2022)

Convertible Promissory Note, dated March 21, 2022 by the Company in favor of GS Capital Partners, LLC (Filed With SEC on April 8, 2022)

Common Stock Purchase Warrant, dated as of March 21, 2022, to GS Capital Partners, LLC LLC (Filed With SEC on April 8, 2022)

Registration Rights Agreement, dated March 21, 2022, by and between the Company and GS Capital Partners, LLC (Filed With SEC on April 8, 2022)

Amendment No. 2 to Promissory Note and Securities Purchase Agreement dated March 16, 2022, by and between the Company and Labrys Fund, LP (Filed With SEC on April 8, 2022)

Amendment and Waiver Pursuant to Convertible Promissory Note dated March 16, 2022, by and between the Company and LGH Investments, LLC (Filed With SEC on April 8, 2022)

Amendment and Waiver Pursuant to Convertible Promissory Note dated March 16, 2022, by and between the Company and Lucas Ventures, LLC (Filed With SEC on April 8, 2022)

Securities Purchase Agreement, dated as of April 1, 2022, by and between the registrant and Jefferson Street Capital LLC (Filed With SEC on April 7, 2022)

Convertible Promissory Note, dated as of April 1, 2022, issued by the registrant in favor of Jefferson Street Capital LLC (Filed With SEC on April 7, 2022)

Common Stock Purchase Warrant dated as of April 1, 2022, issued by the registrant in favor of Jefferson Street Capital LLC (Filed With SEC on April 7, 2022)

Registration Rights Agreement, dated as of April 1, 2022, by and between the registrant and Jefferson Street Capital LLC (Filed With SEC on April 7, 2022)

Form of Underwriting Agreement (Filed With SEC on October 12, 2021)

Amendment No. 1 to Convertible Promissory Note, dated September 17, 2021, between the Company and FirstFire Global Opportunities Fund LLC (Filed With SEC on October 12, 2021)

Securities Purchase Agreement, dated as of September 28, 2021, by and between the registrant and Ionic Ventures, LLC (Filed With SEC on October 1, 2021)

Convertible Promissory Note, dated as of September 28, 2021, issued by the registrant in favor of Ionic Ventures, LLC (Filed With SEC on October 1, 2021)

Common Stock Purchase Warrant dated as of September 28, 2021 (Filed With SEC on October 1, 2021)

Registration Rights Agreement, dated as of September 28, 2021, by and between the registrant and Ionic Ventures, LLC (Filed With SEC on October 1, 2021)

Common Stock Purchase Warrant, dated as of June 11, 2021, to FirstFire Global Opportunities Fund LLC (Filed With SEC on October 1, 2021)

Common Stock Purchase Warrant, dated as of June 16, 2021, to GS Capital Partners, LLC (Filed With SEC on October 1, 2021)

Amendment No. 1 to Convertible Promissory Note, dated September 17, 2021, between the Company and FirstFire Global Opportunities Fund LLC (Filed With SEC on October 1, 2021)

Common Stock Purchase Warrant, dated as of September 17, 2021, to FirstFire Global Opportunities Fund LLC (Filed With SEC on October 1, 2021)

Amendment No. 2 to Convertible Promissory Note, dated October 1, 2021, between the Company and FirstFire Global Opportunities Fund LLC (Filed With SEC on October 1, 2021)

Common Stock Purchase Warrant, dated as of October 1, 2021, to FirstFire Global Opportunities Fund LLC (Filed With SEC on October 1, 2021)

Amendment No. 1 to Common Stock Purchase Warrant, dated as of September 9, 2021, between the Company and FirstFire Global Opportunities Fund LLC (Filed With SEC on October 1, 2021)

Amendment No. 1 to Common Stock Purchase Warrant, dated as of September 9, 2021, between the Company and GS Capital Partners, LLC (Filed With SEC on October 1, 2021)

Amendment No. 1 to Common Stock Purchase Warrant, dated as of September 9, 2021, between the Company and Jefferson Street Capital, LLC (Filed With SEC on October 1, 2021)

Amendment No. 1 to Common Stock Purchase Warrant, dated as of September 9, 2021, between the Company and Lucas Ventures, LLC (Filed With SEC on October 1, 2021)

Exclusive Energy Drink Distribution Agreement dated September 8, 2021 between the registrant and Advanced, LLC (Filed With SEC on September 9, 2021)

Securities Purchase Agreement, dated as of August 31, 2021, by and between the registrant and Lucas Ventures, LLC (Filed With SEC on September 7, 2021)

Convertible Promissory Note, dated as of August 31, 2021, issued by the registrant in favor of Lucas Ventures, LLC (Filed With SEC on September 7, 2021)

Registration Rights Agreement, dated as of August 31, 2021, by and between the registrant and Lucas Ventures, LLC (Filed With SEC on September 7, 2021)

Common Stock Purchase Warrant dated as of August 31, 2021 (Filed With SEC on September 7, 2021)

Securities Purchase Agreement, dated as of August 31, 2021, by and between the registrant and LGH Investments, LLC (Filed With SEC on September 7, 2021)

Convertible Promissory Note, dated as of August 31, 2021, issued by the registrant in favor of LGH Investments, LLC (Filed With SEC on September 7, 2021)

Registration Rights Agreement, dated as of August 31, 2021, by and between the registrant and LGH Investments, LLC (Filed With SEC on September 7, 2021)

Securities Purchase Agreement, dated as of August 23, 2021, by and between the registrant and Jefferson Street Capital LLC (Filed With SEC on August 27, 2021)

Convertible Promissory Note, dated as of August 23, 2021, issued by the registrant in favor of Jefferson Street Capital LLC (Filed With SEC on August 27, 2021)

Registration Rights Agreement, dated as of August 23, 2021, by and between the registrant and Jefferson Street Capital LLC (Filed With SEC on August 27, 2021)

Common Stock Purchase Warrant dated as of August 23, 2021 (Filed With SEC on August 27, 2021)

Fourth Amendment, dated as of August 19, 2021, to the Series A-2 Exchange Convertible Note (Filed With SEC on August 24, 2021)

Common Stock Purchase Warrant dated as of August 19, 2021 (Filed With SEC on August 24, 2021)

Securities Purchase Agreement, entered into on June 11, 2021 and dated as of June 10, 2021, by and between the registrant and FirstFire Global Opportunities Fund, LLC (Filed With SEC on June 17, 2021)

Convertible Promissory Note, issued on June 11, 2021 and dated as of June 10, 2021, by the registrant in favor of FirstFire Global Opportunities Fund LLC (Filed With SEC on June 17, 2021)

Securities Purchase Agreement, entered into on June 16, 2021 and dated as of June 10, 2021, by and between the registrant and GS Capital Partners, LLC (Filed With SEC on June 17, 2021)

Convertible Promissory Note, issued on June 16, 2021 and dated as of June 10, 2021, by the registrant in favor of GS Capital Partners, LLC (Filed With SEC on June 17, 2021)

Employment Agreement by and between the registrant and Nancy Hennessey, entered into on May 11, 2021 and effective as of May 17, 2021 (Filed With SEC on May 13, 2021)

Third Amendment to the Series A-2 Exchange Convertible Note entered into on April 14, 2021, by and between the registrant and Maxim Group LLC (Filed With SEC on April 14, 2021)

Stock Purchase Agreement, dated as of March 31, 2021, by and between the registrant and Tiger Trout Capital Puerto Rico, LLC (Filed With SEC on April 6, 2021)

Employment Agreement, entered into on March 25, 2021 and effective March 29, 2021, by and between the registrant and Roman Franklin (Filed With SEC on March 29, 2021)

Employment Agreement, entered into on March 23, 2021 and effective March 29, 2021, by and between the registrant and Knicks Lau (Filed With SEC on March 29, 2021)

Promissory Note dated March 10, 2021, issued by the Company to the Holder (Filed With SEC on March 16, 2021)

Securities Purchase Agreement dated March 10, 2021, by and between the Company and the Holder (Filed With SEC on March 16, 2021)

Promissory Note dated February 19, 2021, issued by the Company to the Holder (Filed With SEC on February 24, 2021)

Securities Purchase Agreement dated February 19, 2021, by and between the Company and the Holder (Filed With SEC on February 24, 2021)

Self-Amortization Promissory Note dated November 23, 2020, issued by the Company to the Holder (Filed With SEC on December 2, 2020)

Securities Purchase Agreement dated November 23, 2020, by and between the Company and the Holder (Filed With SEC on December 2, 2020)

Common Stock Purchase Warrant dated November 23, 2020, issued by the Company to the Holder (Filed With SEC on December 2, 2020)

Form of Underwriting Agreement (Filed With SEC on October 23, 2020)

Form of Warrant (Annex C to the Form of Warrant Agent Agreement attached as Exhibit 4.5) (Filed With SEC on October 23, 2020)

Form of Representatives Warrant (Filed With SEC on October 23, 2020)

Form of Self-Amortization Promissory Note dated August 7, 2020 issued by the registrant to FirstFire Global Opportunities Fund, LLC (Filed With SEC on August 13, 2020)

Form of Securities Purchase Agreement dated August 7, 2020, by and between the registrant and FirstFire Global Opportunities Fund, LLC (Filed With SEC on August 13, 2020)

Employment Agreement dated July 29, 2020 by and between the registrant and Jed Kaplan (Filed With SEC on August 13, 2020)

Employment Agreement dated July 29, 2020 by and between the registrant and Roman Franklin (Filed With SEC on August 13, 2020)

Form of Underwriting Agreement (Filed With SEC on July 2, 2020)

Form of Warrant (Annex C to the Form of Warrant Agency Agreement attached as Exhibit 4.5) (Filed With SEC on July 2, 2020)

Form of Warrant Agency Agreement by and between the Company and Continental Stock Transfer & Trust Company (Filed With SEC on July 2, 2020)

Form of Representatives Warrant (Filed With SEC on July 2, 2020)

Form of Self-Amortization Promissory Note dated June 18, 2020 issued by the Company to the Holder (Filed With SEC on June 24, 2020)

Form of Securities Purchase Agreement dated June 18, 2020, by and between the Company and the Holder (Filed With SEC on June 24, 2020)

First Amendment to the Series A-2 Exchange Convertible Note issued on December 20, 2018 (Filed With SEC on June 24, 2020)

Promissory Note dated May 12, 2020 issued by the registrant in favor of Jed Kaplan (Filed With SEC on May 18, 2020)

10% Fixed Convertible Promissory Note dated April 29, 2020 issued by the registrant in favor of Harbor Gates Capital, LLC (Filed With SEC on May 5, 2020)

Form of Underwriting Agreement (Filed With SEC on April 10, 2020)

Form of Warrant (Annex C to the Form of Warrant Agency Agreement attached as Exhibit 4.5) (Filed With SEC on April 10, 2020)

Form of Warrant Agency Agreement by and between the Company and Continental Stock Transfer & Trust Company (Filed With SEC on April 10, 2020)

Form of Representatives Warrant (Filed With SEC on April 10, 2020)

Common Stock Purchase Agreement dated March 11, 2020 and entered into on March 12, 2020 by and between the registrant and Triton Funds LP (Filed With SEC on March 18, 2020)

Registration Rights Agreement dated March 11, 2020 and entered into on March 12, 2020 by and between the registrant and Triton Funds LP (Filed With SEC on March 18, 2020)

Trademark and Symbol Use License Agreement, and Other Covenants, dated November 5, 2019, between Simplicity One Brasil Ltda and Clube de Regatas do Flamengo (Filed With SEC on January 22, 2020)

Agreement and Plan of Merger dated as of July 25, 2019 by and between the registrant, Esports Merger Sub, Inc., PLAYLive Nation, Inc., Duncan Wood, Robert J. Steinberger, Eric J.... (Filed With SEC on August 1, 2019)

Restricted Stock Award Agreement dated March 27, 2019 between the registrant and Jed Kaplan (Filed With SEC on April 2, 2019)

Restricted Stock Award Agreement dated March 27, 2019 between the registrant and Roman Franklin (Filed With SEC on April 2, 2019)

Restricted Stock Award Agreement dated March 27, 2019 between the registrant and Steve Grossman (Filed With SEC on April 2, 2019)

Amendment No. 2 to Share Exchange Agreement, dated December 30, 2018, by and among the Company, Simplicity Esports LLC, and Jed Kaplan (Filed With SEC on January 7, 2019)

Voting Agreement, Dated December 31, 2018, between the Company and the stockholders of the Company party thereto (Filed With SEC on January 7, 2019)

Employment Agreement, dated December 31, 2018, between the Company and Jed Kaplan (Filed With SEC on January 7, 2019)

Employment Agreement, dated December 31, 2018, between the Company and F. Jacob Cherian (Filed With SEC on January 7, 2019)

Employment Agreement, dated December 31, 2018, between the Company and Suhel Kanuga (Filed With SEC on January 7, 2019)

Employment Agreement, dated December 31, 2018, between the Company and Roman Franklin (Filed With SEC on January 7, 2019)

Employment Agreement, dated December 31, 2018, between the Company and Steven Grossman (Filed With SEC on January 7, 2019)

Share Exchange Agreement, dated December 21, 2018, by and among Smaaash Entertainment Inc., Simplicity Esports LLC, Jed Kaplan and each of the equity holders of Simplicity Esports... (Filed With SEC on December 28, 2018)

Amendment No. 1 to Share Exchange Agreement, dated December 28, 2018, by and among Smaaash Entertainment Inc., Simplicity Esports LLC, Jed Kaplan and each of the equity holders of... (Filed With SEC on December 28, 2018)

Securities Exchange Agreement, dated December 20, 2018, by and between Smaaash Entertainment Inc. and Maxim Group LLC (Filed With SEC on December 28, 2018)

Series A-1 Exchange Convertible Note (Filed With SEC on December 28, 2018)

Series A-2 Exchange Convertible Note (Filed With SEC on December 28, 2018)

Registration Rights Agreement, dated December 20, 2018, by and between Smaaash Entertainment Inc. and Maxim Group LLC (Filed With SEC on December 28, 2018)

Lock-Up Agreement, dated December 20, 2018, by and between Smaaash Entertainment Inc. and Maxim Group LLC (Filed With SEC on December 28, 2018)

Amendment, dated December 20, 2018, by and among the Company, Polar Asset Management Partners Inc., and The K2 Principal Fund L.P (Filed With SEC on December 26, 2018)

Fourth Amendment Cum Addendum to the Share Subscription Agreement Dated May 03, 2018, dated as of November 1, 2018 (Filed With SEC on November 30, 2018)

Master Franchise Agreement, dated November 20, 2018, by and between the Company and Smaaash (Filed With SEC on November 30, 2018)

Master License and Distribution Agreement, dated November 20, 2018, by and between the Company and Smaaash (Filed With SEC on November 30, 2018)

Settlement and Release Agreement, dated November 20, 2018, by and between the Company and Maxim Group LLC (Filed With SEC on November 30, 2018)

Demand Secured Promissory Note, dated November 20, 2018, issued to Maxim Group LLC (Filed With SEC on November 30, 2018)

Escrow Agreement, dated November 20, 2018, by and among the Company, Ellenoff Grossman and Schole LLP and Shripal Morakhia (Filed With SEC on November 30, 2018)

Side Letter, dated November 16, 2018, by and between the Company and Chardan (Filed With SEC on November 30, 2018)

Letter of Undertaking, dated November 16, 2018, by Smaaash and Smaaash Founders (Filed With SEC on November 30, 2018)

Addendum to Master Franchise Agreement, dated November 29, 2018, by and between the Company and Smaaash (Filed With SEC on November 30, 2018)

Stock Purchase Agreement, dated as of November 2, 2018, by and between the Company and Polar Asset Management Partners Inc (Filed With SEC on November 7, 2018)

Stock Purchase Agreement, dated as of November 5, 2018, by and between the Company and K2 Principal Fund L.P (Filed With SEC on November 7, 2018)

Stock Purchase Agreement, dated as of November 5, 2018, by and between the Company and MEF I, L.P (Filed With SEC on November 7, 2018)

Share Subscription Agreement, dated May 3, 2018, by and among the Company, Smaaash, and the Smaaash Founders (Filed With SEC on May 9, 2018)

Shareholders Agreement, dated May 3, 2018, by and among the Company, Metis, Gowani, the Smaaash Founders, and Smaaash (Filed With SEC on May 9, 2018)

Underwriting Agreement, dated August 16, 2017, by and between the Company and Maxim Group LLC (Filed With SEC on August 22, 2017)

Warrant Agreement, dated August 16, 2017, by and between Continental Stock Transfer & Trust Company and the Company (Filed With SEC on August 22, 2017)

Investment Management Trust Account Agreement, dated August 16, 2017, by and between Continental Stock Transfer & Trust Company and the Company (Filed With SEC on August 22, 2017)

Rights Agreement, dated August 16, 2017, by and between Continental Stock Transfer & Trust Company and the Company (Filed With SEC on August 22, 2017)

Registration Rights Agreement, dated August 16, 2017, by and among the Company and the Sponsor (Filed With SEC on August 22, 2017)

Letter Agreement, dated August 16, 2017, by and between the Company, the Sponsor and the officers and directors of the Company (Filed With SEC on August 22, 2017)

Administrative Services Agreement, dated August 16, 2017, by and between the Company and the Sponsor (Filed With SEC on August 22, 2017)

Unit Purchase Option between the Company and Maxim Group LLC and its designees (Filed With SEC on August 22, 2017)

Form of Underwriting Agreement (Filed With SEC on August 14, 2017)

Specimen Unit Certificate (Filed With SEC on August 14, 2017)

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on August 14, 2017)

Form of Unit Purchase Option.** Specimen Right Certificate.** Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on August 14, 2017)

Form of Letter Agreement among the Registrant and our officers, directors and security holders (Filed With SEC on August 14, 2017)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on August 14, 2017)

Form of Registration Rights Agreement between the Registrant and our sponsor (Filed With SEC on August 14, 2017)

Amended and Restated Unit Purchase Agreement, dated August 11, 2017 between the Registrant and our sponsor (Filed With SEC on August 14, 2017)

Specimen Unit Certificate (Filed With SEC on July 31, 2017)

Specimen Common Stock Certificate (Filed With SEC on July 31, 2017)

Specimen Warrant Certificate (Filed With SEC on July 31, 2017)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on July 31, 2017)

Form of Registration Rights Agreement between the Registrant and our sponsor (Filed With SEC on July 31, 2017)

Form of Indemnity Agreement (Filed With SEC on July 31, 2017)

Form of Administrative Services Agreement, by and between the Registrant and our sponsor (Filed With SEC on July 31, 2017)

Form of Underwriting Agreement (Filed With SEC on July 12, 2017)

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on July 12, 2017)

Form of Unit Purchase Option (Filed With SEC on July 12, 2017)

Promissory Note, dated May 31, 2017, issued to I-AM Capital Partners LLC, our sponsor (Filed With SEC on July 12, 2017)

Form of Letter Agreement among the Registrant and our officers, directors and security holders (Filed With SEC on July 12, 2017)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Filed With SEC on July 12, 2017)

Securities Subscription Agreement, dated May 31, 2017, among the Registrant and our sponsor (Filed With SEC on July 12, 2017)

Unit Purchase Agreement, dated July 7, 2017 between the Registrant and our sponsor (Filed With SEC on July 12, 2017)

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SIMPLICITY ESPORTS & GAMING Co Contracts & Agreements