Amendment and Waiver Pursuant to Convertible Promissory Note dated March 16, 2022, by and between the Company and LGH Investments, LLC

Exhibit 10.101

Amendment and Waiver Pursuant to Convertible Promissory Note

Dated as of March 16, 2022

This Amendment and Waiver Pursuant to Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between Simplicity Esports and Gaming Company, a Delaware corporation (the “Company”) and LGH Investments, LLC, a Wyoming limited liability company (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Holder is the holder of that certain Convertible Promissory Note of the Company, dated as of August 31, 2021 (the “Note”) and the Parties now wish to amend the Note as set forth herein and to provide certain waivers pursuant to the Note as set forth herein;

WHEREAS, pursuant to Section 4.3 of the Note, the Note may be amended in writing and pursuant;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder shall be $1.00 per share (the “Fixed Conversion Price”); provided however, that upon failure to make any payment called for hereunder at any time after the Issue Date hereof, but prior to the Conversion Date, the Conversion Price shall be $0.50 per share (the “Default Fixed Conversion Price”).

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.