Exhibit 10.1

Amendment No. 2 To Share Exchange Agreement  

Dated December 30, 2018

This Amendment No. 2 to Share Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above, by and between among (i) SMAAASH ENTERTAINMENT INC., a Delaware corporation (“Purchaser”), (ii) SIMPLICITY ESPORTS, LLC, a Florida limited liability company (the “Company”), (iii) each of the equity holders of the Company as named on Exhibit B to the Original Agreement, as defined below, (the “Company Owners”), and (iv) Jed Kaplan in the capacity as the representative for the Company Owners in accordance with the terms and conditions of this Agreement (the “Owners’ Representative”).

WHEREAS, Purchaser, the Company, the Company Owners and Owners’ Representative are parties to that certain Share Exchange Agreement, dated as of December 21, 2018 and as amended by Amendment No. thereto dated as of December 28, 2018 (as so amended, the “Original Agreement”) and now wish to amend the Original Agreement as set forth herein; and

WHEREAS, Pursuant to Section 10.15 of the Original Agreement, the Owners’ Representative may bind the Company Owners to an amendment of the Original Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.2         Consideration. As consideration for the Purchased Interests, Purchaser shall deliver newly issued shares of Purchaser Common Stock to the Company Owners as follows:

(a)       At the Closing, Purchaser shall deliver an aggregate of 300,000 shares of Purchaser Common Stock to the Company Owners (the “ Initial Payment ”), and on January 7, 2019 the Purchaser shall deliver an additional aggregate of 700,000 shares of Purchaser Common Stock to the Company Owners (the “ Second Payment ” and, together with the Initial Payment, the “ Closing Consideration ”);

(b)       Upon receipt of the Purchaser Shareholder Approval, the Purchaser shall deliver an additional 2,000,000 shares of Purchaser Common Stock to the Company Owners (the “ Third Payment ”, and together with Closing Consideration the “ Consideration”) .

(c)       Each Company Owner shall receive its share of the Consideration as set forth on Exhibit B attached hereto. The Parties acknowledge and agree that the proportion of the overall Consideration as to be received by each Company Owner will change as, when and if the Initial Payment, the Second Payment and the Third Payment are paid, and the proportionate receipt of each Company Owner at any point in time shall be determined based on when such determination is being made and depending on which portion(s) of the Consideration have been paid at such time (at any point in time, such share being such Company Owner’s “ Pro Rata Share ”).

1.3         Failure to Pay. In the event that the Closing occurs but thereafter (i) the Second Payment is not made, or (ii) the Third Payment is not paid for any reason, including, without limitation due to the failure to obtain the Purchaser Shareholder Approval (the events in clauses (i) and (ii) being a “ Return Event ”), then, in the event of the occurrence of any such Return Event, the Purchaser shall return to the Owners’ Representative or his designees for no additional consideration and at the cost of the Purchaser (1) the names “Simplicity”, “Simplicity Esports, LLC” and “Simplicity Esports” and, (2) all tradenames and trademarks owned by the Company as of immediately prior to the Closing; and (3) all social media accounts owned, controlled or utilized by the Company as of immediately prior to the Closing; together with all title, right and interest of the Purchaser and the Company in and to each of the foregoing; and the Purchaser and the Company shall thereafter cease all use of the names “Simplicity”, “Simplicity Esports, LLC” and “Simplicity Esports” and all use of all of such returned assets or intellectual property.

1.5         Employment Agreements. At the Closing, (i) the Purchaser shall enter into an employment agreement with Jed Kaplan, in form and substance reasonable acceptable to the Purchaser and Jed Kaplan, for him to serve as the Co-Chief Executive Officer of the Purchaser for the period from the Closing to March 31, 2019, and thereafter for him to serve as the sole Chief Executive Officer of the Company (the “ Kaplan Employment Agreement ”) and (ii) the Purchaser shall enter into an employment agreement with Steven Grossman, in form and substance reasonable acceptable to the Purchaser, Owners’ Representative and Steven Grossman, for him to serve as the President of the Company (the “ Grossman Employment Agreement ” and, together with the Kaplan Employment Agreement, the “ Employment Agreements ”). The Company agrees, and the Kaplan Agreement shall provide, that during the Term (as defined in the Kaplan Agreement) of the Kaplan Agreement, the Company shall not enter into any Contract with any Person, or amend any existing Contract with any Person, which Contract or amendment would obligate the Company or any of its Affiliates to expend more than $10,000 in total, without the prior written approval of Jed Kaplan.

5.2          Authorization. Purchaser has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Documents to which Purchaser a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement, or to consummate the transactions so contemplated, except for the Purchaser Shareholder Approval with respect to the payment of the Third Payment. This Agreement has been duly executed and delivered by the Purchaser. This Agreement and each Ancillary Document to which the Purchaser is a party constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.

6.15        Return of Name. In the event the Purchaser does not receive the Purchaser Shareholder Approval by September 30, 2019 (unless the Purchaser Shareholder Approval is no longer required to be obtained in connection with the Purchaser’s delivery of the Third Payment pursuant to Section 1.2), then the Purchaser and the Parties shall promptly take whatever actions reasonably necessary (including changing the Company’s name), so that the name “Simplicity” and any trademarks and copyright and similar rights shall be transferred to the Owners’ Representative and the Purchaser and its Affiliates shall thereafter cease to use the name “Simplicity” in any operations.

6.16        Purchaser Shareholder Approval. The Purchaser shall use its best efforts to obtain the Purchaser Shareholder Approval as soon as possible after the Closing Date, whether by submitting the approval of the Third Payment to the shareholders of Purchaser at meeting of the shareholders of Purchaser or by obtaining a written consent of shareholders of Purchaser to approve the Third Payment. As of the Closing, the Company shall retain $10,000 in cash in its accounts, which shall be used by the Purchaser to pay for the costs of obtaining the Purchaser Shareholder Approval. The Parties acknowledge and agree that the $10,000 in cash as to be retained by the Company pursuant to this Section 6.16 shall not constitute a part of the Minimum Closing Cash Amount, and such amount shall be excluded from all calculations hereunder, including any calculation of Net Working Capital at Closing

“ Purchaser Shareholder Approval ” means the approval of the issuance of the Third Payment by the requisite vote of shareholders of Purchaser, if needed in accordance with the DGCL, Nasdaq Stock Market Rules, Purchaser’s Governing Documents, and SEC proxy rules.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective officers hereunto duly authorized on the date first above written.

Exhibit 10.2

VOTING AGREEMENT

This Voting Agreement (this “ Agreement ”) is entered into as of December 31, 2018 by and among SMAAASH ENTERTAINMENT INC., a Delaware corporation (“ Purchaser ”) and the parties listed as stockholders on the signature pages hereto (the “ Stockholder s”). Purchaser and the Stockholders are sometimes referred to as a “ Party ” and collectively as the “ Parties ”.

WHEREAS , as of the date hereof, each of the Stockholders “beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $0.0001 per share (the “ Common Stock ”), of Purchaser, set forth opposite the Stockholder’s name on Schedule I hereto (such shares of Common Stock, together with any other shares of Common Stock the voting power over which is acquired by Stockholder during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms (such period, the “ Voting Period ”), are collectively referred to herein as the “ Subject Shares ”);

WHEREAS , Purchaser has entered into that certain Share Exchange Agreement, dated as of December 21, 2018 (as amended by Amendment No. 1 to Share Exchange Agreement dated December 28, 2018 and Amendment No. 2 to Share Exchange Agreement dated December 30, 2018, the “ Share Exchange Agreement ”) by and between Purchaser, Simplicity Esports, LLC, a Florida limited liability company (the “ Company ”), each of the equity holders of the Company (the “ Company Owners ”) and Jed Kaplan, as the representative for the Company Owners, whereby Purchaser agreed to issue to the Company Owners (i) 300,000 shares of Common Stock of Purchaser at consummation of the sale of all the equity interests in the Company to Purchaser (such shares, the “ Closing Consideration ), (ii) 700,000 shares of Common Stock of Purchaser on January 7, 2019 and (iii) 2,000,000 shares of Common Stock of Purchaser upon receipt of the Purchaser Shareholder Approval (as defined in the Share Exchange Agreement) (any or all shares referenced in clauses (i), (ii) and (iii) are collectively referred to herein as the “ Consideration ”) (such transactions, the “ Share Exchange ”);

WHEREAS , Purchaser has acquired all of the equity interests of the Company upon issuance of the Closing Consideration as set forth in the Share Exchange Agreement;

WHEREAS , the obligation of Purchaser to issue a portion of the Consideration at any time due is subject to Purchaser’s receipt of the approval by the requisite number of its stockholders in accordance with the Delaware General Corporation Law, Nasdaq Stock Market Rules, Purchaser’s Governing Documents, and SEC proxy rules (“ Purchaser Shareholder Approval ”); and

WHEREAS , as a condition to the Company Owners selling all equity interests of the Company to Purchaser the Parties are entering into this Agreement.

NOW, THEREFORE , in consideration of the premises set forth above and promises and covenants contained herein and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Capitalized Terms . For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Share Exchange Agreement. 

ARTICLE II

VOTING AGREEMENT

Section 2.1 Agreement to Vote the Subject Shares . Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of Purchaser (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of Purchaser requested by Purchaser’s board of directors (the “ Board ”), such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause his Subject Shares to be counted as present at the meeting for purposes of establishing a quorum, and he shall vote or consent (or cause to be voted or consented), in person or by proxy, all of his Subject Shares in favor of Share Exchange and issuance of the Consideration (and any actions required in furtherance thereof). Each of the Stockholders agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or in violation of the provisions and agreements contained in this Article II.

Section 2.2 No Obligation as Director or Officer . Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any person in his capacity as a director or officer of Purchaser.

ARTICLE III

COVENANTS

Section 3.1 Generally .

(a) Each Stockholder agrees that during the Voting Period he shall not, and shall cause his Affiliates not to, without Purchaser’s prior written consent, (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (each, a “ Transfer ”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Subject Shares; (iii) except for this Agreement, permit to exist any lien of any nature whatsoever with respect to any or all of the Subject Shares; or (iv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting Stockholder’s ability to perform its obligations under this Agreement.

(b) In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. Each of the Stockholders agrees, while this Agreement is in effect, to notify Purchaser promptly in writing (including by e-mail) of the number of additional shares of Common Stock acquired by each Stockholder, if any, after the date hereof.

(c) Each of the Stockholders agrees, while this Agreement is in effect, not to take or agree or commit to take any action that would make any representation and warranty of such Stockholder contained in this Agreement inaccurate in any material respect. Each of the Stockholders further agrees that it shall cooperate with Purchaser to effect the issue of any portion of the Consideration required to be delivered to the Company Owners. 

Section 3.2. Publicity . The Stockholders shall not issue any press release or otherwise make any public statements with respect to the transactions contemplated herein without the prior written approval of Purchaser other than as may be required by law or applicable order of a Governmental Authority. Each of the Stockholders hereby authorizes Purchaser to publish and disclose in any announcement or disclosure required by the SEC or Nasdaq such Stockholder’s identity and ownership of the Subject Shares and the nature of such Stockholder’s commitments and agreements under this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS

Each of the Stockholders hereby represents and warrants to Purchaser as follows:

Section 4.1 Binding Agreement . Stockholder (a) if a natural person, is of legal age to execute this Agreement and is legally competent to do so, and (b) if not a natural person, (i) is an entity duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery of this Agreement and the performance of its obligations under this Agreement has been duly authorized by all necessary action on the part of the Stockholder. This Agreement, assuming due authorization, execution and delivery of this Agreement by Purchaser and the other Stockholders, constitutes a legal, valid and binding obligation of Stockholder, enforceable against the Stockholder in accordance with its terms except as such enforceability may be limited by the Enforceability Exceptions.

Section 4.2 Ownership of Shares . Schedule I sets forth opposite each Stockholder’s name the number of shares of Common Stock over which such Stockholder has beneficial ownership as of the date of this Agreement. As of the date of this Agreement, Stockholder is the lawful owner of the shares of Common Stock denoted as being owned by the Stockholder on Schedule I and has the sole power to vote or cause to be voted his shares of Common Stock. The Stockholder has good and valid title to the Common Stock denoted as being owned by the Stockholder on Schedule I, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than this Agreement, and those imposed by applicable law, including federal and state securities laws. Except for the equity securities of Purchaser set forth on Schedule I, on date of this Agreement, the Stockholder is not a beneficial owner or record holder of any (i) equity securities of Purchaser, (ii) securities of Purchaser having the right to vote on any matters on which the holders of equity securities of Purchaser may vote or which are convertible into or exchangeable for, at any time, equity securities of Purchaser, or (iii) (other than such options or rights granted pursuant to Purchaser’s 2018 Equity Incentive Plan) options or other rights to acquire from the Purchaser any equity securities or securities convertible into or exchangeable for equity securities of the Purchaser.

Section 4.3 No Conflicts .

(a) No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary (except for any filing that has already been filed or notification that has already been made or consent, approval, authorization or permit that has already obtained) for the execution and delivery of this Agreement by the Stockholder and the performance by Stockholder of his obligations under this Agreement.

(b) None of the execution and delivery of this Agreement by the Stockholder, the performance by the Stockholder of his obligations under this Agreement or compliance by the Stockholder with any of the provisions of this Agreement shall (i) conflict with or result in any breach of the organizational documents of the Stockholder, if any, (ii) result in, or give rise to, a violation or breach of or a default under any terms of any material contract, understanding, agreement or other instrument or obligation to which the Stockholder is a party or by which the Stockholder is bound or any of his Subject Shares may be bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Authority.

Section 4.4 Reliance by Purchaser . Stockholder understands and acknowledges that Purchaser is consummating the Share Exchange in reliance upon the execution and delivery of this Agreement by the Stockholders.

Section 4.5 No Inconsistent Agreements . Such Stockholder, (a) has not entered nor will he enter into at any time while this Agreement remains in effect any voting agreement or voting trust with respect to voting of such Stockholder’s Subject Shares or agreement that would be inconsistent with the agreements contained in Article II of this Agreement, (b) has not granted nor will grant at any time while this Agreement remains in effect a proxy, a consent or power of attorney with respect to his Subject Shares and (c) has not entered into any agreement or knowingly taken any action nor will enter into any agreement or knowingly take any action that would make any representation or warranty of Stockholder untrue or incorrect in any material respect or have the effect of preventing such Stockholder from performing any of its obligations under this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Stockholders as follows:

Section 5.1 Binding Agreement . Purchaser is a corporation, duly organized and validly existing under the laws of the State of Delaware. Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations contemplated hereby have been duly authorized by all necessary corporate actions on the part of Purchaser. This Agreement, assuming due authorization, execution and delivery hereof by the Stockholders, constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms except as such enforceability may be limited by the Enforceability Exceptions.

Section 5.2 No Conflicts .

(a) No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by Purchaser and the performance by Purchaser of its obligations under this Agreement.

(b) None of the execution and delivery of this Agreement by Purchaser, the performance of Purchaser’s obligations or compliance with any of the provisions this Agreement shall (i) conflict with or result in any breach of the organizational documents of Purchaser, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation of Purchaser by which Purchaser or any of its assets may be bound, or (iii) violate any applicable order, writ, injunction, decree, law, statute, rule or regulation applicable to Purchaser, except for any of the foregoing as would not reasonably be expected to impair Purchaser’s ability to perform its obligations under this Agreement in any material respect.

ARTICLE VI

TERMINATION

Section 6.1 Termination . This Agreement shall automatically terminate, and none of Purchaser or the Stockholders shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect, upon the earliest to occur of (a) as to each Stockholder, the mutual written consent of Purchaser and such Stockholder, (b) the date upon which the entire amount of Consideration has been paid pursuant to the Share Exchange Agreement (upon satisfaction of the conditions to payment of each portion of the Consideration thereunder), and (c) the date upon which Purchaser Shareholder Approval has been received or is no longer needed by Purchaser to issue the Consideration. The termination of this Agreement shall not prevent any Party hereunder from seeking any remedies (at law or in equity) against another Party hereto or relieve such Party from liability for such Party’s breach of any terms of this Agreement prior to such termination.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Further Assurances . From time to time, at the other Party’s request and without further consideration, each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to give effect to this Agreement.

Section 7.2 Fees and Expenses . Each of the Parties shall be responsible for its own fees and expenses (including, without limitation, the fees and expenses of investment bankers, accountants and counsel) in connection with entering into this Agreement and the performance of its obligations hereunder.

Section 7.3 Amendments, Waivers, etc . This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a written agreement executed by each of the Parties hereto. The failure of any Party to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Party with its obligations under this Agreement, and any custom or practice of the Parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

Section 7.5 Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 7.6 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to Purchaser. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. 

Section 7.7 Entire Agreement; Assignment . This Agreement (together with the Share Exchange Agreement, to the extent referred to herein, and the schedules to this Agreement) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter of this Agreement. The rights and obligations of each Party under this Agreement shall not be assigned by operation of law or otherwise without the prior written consent of each other Party.

Section 7.8 Certificates . Promptly following the date of this Agreement, each Stockholder shall advise Purchaser’s transfer agent in writing that such Stockholder’s Subject Securities are subject to the restrictions set forth in this Agreement and provide Purchaser’s transfer agent with such information in writing as is reasonable to ensure compliance with such restrictions.

Section 7.9 Parties in Interest . This Agreement shall be binding upon and inure to the sole benefit of each Party, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever.

Section 7.10 Interpretation . When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. This Agreement shall be construed without regard to any presumption or rule requiring interpretation against the Party drafting or causing any instrument to be drafted.

Section 7.11 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts law principles thereof. 

Section 7.12 Specific Performance; Jurisdiction . The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court located in New York, New York (or in any court in which appeal from such courts may be taken) or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in New York, New York (or any court in which appeal from such courts may be taken), this being in addition to any other remedy to which the Party is entitled at law or in equity. In addition, each Party (a) consents to submit itself to the personal jurisdiction of any state or federal court located in New York, New York (or any court in which appeal from such courts may be taken) in the event any dispute arises out of this Agreement, (b) agrees that it will not contest jurisdiction from any such court, (c) agrees that it will not bring any action relating to this Agreement in any court other than state or federal courts located in New York, New York or, if under applicable law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in New York, New York (or any court in which appeal from such courts may be taken) and (d) consents to service being made through the notice procedures set forth in Section 7.4 . Each of the Stockholders and Purchaser hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.4 shall be effective service of process for any proceeding in connection with this Agreement.

Section 7.13 Counterparts . This Agreement may be executed in counterparts (including by facsimile or pdf or other electronic document transmission), each of which when executed shall be deemed to be a copy but all of which taken together shall constitute one and the same Agreement.

Section 7.14 No Partnership, Agency or Joint Venture . This Agreement is intended to create a contractual relationship between the Stockholders and Purchaser and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between or among the parties hereto. Each of the Stockholders (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable law. Each Stockholder has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Purchaser any direct or indirect ownership or incidence of ownership of or in any Subject Shares.

[Execution pages follow]

IN WITNESS WHEREOF, Purchaser and the Stockholders have caused this Agreement to be duly executed as of the day and year first above written.

[Signature Page to Voting Agreement]

[Signature Page to Voting Agreement]

[Schedule I to Voting Agreement]

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Jed Kaplan, an individual, (the “ Executive ”) and SMAAASH ENTERTAINMENT INC., a Delaware corporation (the “ Company ”). The Company and the Executive may be referred to herein individually as a “ Party ” and collectively as the “ Parties. ”

WHEREAS , the Company desires to retain the services of Executive as the Co-Chief Executive Officer of the Company for the Co-CEO Period (as defined below) and thereafter as the sole Chief Executive Officer of the Company; and the Executive desires to provide such services to the Company; and

WHEREAS , the Company entered into that certain Share Exchange Agreement with Simplicity Esports, LLC, a wholly owned subsidiary of the Company (“ Simplicity ”), on December 21, 2018 (the “ Share Exchange Agreement ”); and

WHEREAS , in light of the foregoing, the Company and Executive desire to memorialize their employment relationship on the terms, conditions and covenants set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt of which the Parties hereby acknowledge, Executive and the Company agree as follows:

1.     Position. As of the Effective Date, Executive agrees to be employed by the Company in the position of Co-Chief Executive Officer (“ Co-CEO ”) for the period from December 31, 2018 (the “ Start Date ”) to March 31, 2019 (the “ Co-CEO Period ”). Following the expiration of the Co-CEO Period, Executive shall automatically and without any further action of the Parties, be the sole Chief Executive Officer of the Company. Executive shall report to the Board of Directors of the Company (including any designated committee thereof, the “ Board of Directors ”). In his capacity as the Co-CEO of the Company (and sole Chief Executive Officer after the end of the Co-CEO Period), Executive shall act as the Company’s principal co-executive officer (or sole executive officer, as applicable), and in such capacity shall undertake the duties and responsibilities customary to that position, subject in all instances to the direction and oversight of the Board of Directors. Executive understands that the Board of Directors has appointed more than one Chief Executive Officer for the duration of the Co-CEO Period. Executive further understands and agrees that the Board of Directors may prescribe such duties, responsibilities, and powers to each Chief Executive Officer as it reasonably determines appropriate, and that, in its sole discretion, the Board of Directors may revise or otherwise amend from time to time each Chief Executive Officer’s prescribed duties and responsibilities, provided that such duties shall at all times be limited to those customarily undertaken by a person in such position. The Parties acknowledge and agree that during the Term, as defined below, the Company shall not enter into any Contract (as defined in the Share Exchange Agreement) with any Person (as defined in the Share Exchange Agreement), or amend any existing Contract with any Person, which Contract or amendment would obligate the Company or any of its Affiliates (as defined in the Share Exchange Agreement) to expend more than $10,000 in total, without the prior written approval of Executive.

2.    Executive’s Effort. Executive shall devote sufficient time and his best efforts, skill and attention to his position and to the business and interests of the Company; provided , that nothing herein shall preclude Executive, (i) subject to prior approval of the Board, from serving on the boards of directors of other for-profit companies, and (ii) from engaging in charitable activities including serving on the boards of directors of non-profit organizations, so long as, in each case, and in the aggregate, such service and management does not conflict with the performance of Executive’s duties hereunder. Executive may be requested to serve as a member of the Board of Directors of the Company and on the boards of directors of Company affiliates, in each case for no additional compensation.

3.    Executive’s Location. The principal place of the Executive’s employment shall be at Boca Raton, Florida. Executive may be required to travel on Company business during the Employment Term.

4.    Representations.

(a)    Executive hereby represents and warrants to the Company that: (i) Executive has full power and capacity to execute and deliver, and to perform, all of Executive’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of Executive, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions (as defined below); and (iii) Executive is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent Executive from performing his obligations hereunder. Executive also agrees that he will immediately inform the Company of any such restrictions. For purposes hereof, “Enforceability Exceptions” means bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

(b)   The Company hereby represents and warrants to Executive that: (i) the Company has full power and capacity to execute and deliver, and to perform, all of the Company’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of the Company, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions; and (iii) the Company is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent the Company from performing its obligations hereunder.

5.     Compensation.

6.     Term/Renewal. Unless earlier terminated as set forth herein, this Agreement and the status and obligations of Executive thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending one (1) year after the Effective Date (the “ Initial Term ”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “ Renewal Term ” and, collectively with all Renewal Terms and the Initial Term, the “ Term ”) unless, either Party gives the other Party sixty (60) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the Initial Term or the then-current Renewal Term, as applicable.

7.     Termination of Employment. The Term and Executive’s employment hereunder may be terminated by the Company with or without Cause, or by the Executive with or without Good Reason. In addition, in the event of the Executive’s death or total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“ Disability ”) during the Term, the Term and Executive’s employment shall terminate on the date of death or Disability.

As a pre-condition of receiving the payments and benefits described in this Section 7(g)(ii) through 7(g)(v), inclusive, Executive shall, within 30 days of the Termination Date, sign and return the General Release Agreement in the form annexed hereto as Exhibit “A.”

8.    Cooperation. The Parties agree that certain matters in which the Executive will be involved during the Executive’s employment by the Company may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

9.    Confidentiality.

10.   Work Made for Hire; Assignment . The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “ work made for hire ” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

11.   Non-Competition and Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows:

12.   Jury Trial Waiver / Arbitration.

(b)   The Parties agree that this Agreement, and all matters or disputes relating to the validity, construction, performance or enforcement hereof, and all matters relating to the to the Executive’s employment hereunder or the termination or non-renewal of such employment (whether or not based on contract, tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act, and/or the Americans with Disabilities Act, as amended), shall be resolved exclusively through mediation/arbitration by JAMS/Endispute in the County of New York in accordance with JAMS’ Streamlined Arbitration Rules and Procedures.

13.   Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment pursuant to Section 7 or (b) the Company’s request at any time during the Executive’s employment, the Executive shall: (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

14.   Publicity. During the Term, the Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information.

15.   Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statements not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.   Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and the Company. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.   Severability. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

18.   Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.   Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf signatures of this Agreement shall be considered originals for purposes of this Agreement.

20.   Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

21.   Section 409A. The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to the Executive under this Agreement would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would be otherwise payable and benefits that would be otherwise provided during the six month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service.

22.   Successors and Assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party, to be given or withheld in the sole discretion of the other Party. This Agreement shall inure to the benefit of the Parties and their permitted successors and assigns.

23.   Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the Parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice):

If to the Company:

SMAAASH ENTERTAINMENT INC.

1345 Avenue of the Americas, 15 ^th Floor

New York, New York 10105
Attention: Board of Directors

with a copy to (which will not constitute notice) to:

Ellenoff, Grossman & Schole, LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Benjamin Reichel, Esq.
Email: breichel@egsllp.com
Telephone: (212) 370-1300
Facsimile: (212) 370-7889

If to the Executive:

Jed Kaplan

At the address set forth in the Company’s records

24.  Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.  Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the Parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement or as otherwise specifically set forth herein.

26.  ACKNOWLEDGMENT OF FULL UNDERSTANDING. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT :

Jed Kaplan (the “ Executive ”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under the employment agreement (the “ Agreement ”) made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Executive, and SMAAASH Entertainment, Inc. (the “ Company ”) (each individually, “ Party ,” collectively, the “ Parties ”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Company, its parents, subsidiaries, affiliates, divisions, assigns, predecessors, insurers, successors, and the past and present employees, officers, directors, insurers, attorneys, representatives and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, the “ Releasees ”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to his employment with the Company or service as a member of the Board of Directors of the Company or the termination thereof or his service as an officer or member of the Board of Directors of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (the “ ADEA ,” a law that prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Civil Rights Act of 1964 and 1991, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Civil Rights Law, the New York Equal Pay Law, the New York Whistleblower Law, the New York Workers’ Compensation Law, the New York City Earned Safe and Sick Time Act, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, the New York occupational safety and health laws, the New York wage hour and wage-payment laws, and all claims under Federal, state or local laws for quantum meruit, unjust enrichment, breach of oral promise, wrongful discharge, tortious interference, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; any claims for attorneys’ fees, costs, disbursements, or other expenses; and any claims for damages or personal injury; provided, however , that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned, or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Releasees or any insurance coverage under any directors and officers insurance or similar policies.

Executive further agrees that this General Release and Covenant Not to Sue may be pleaded by the Company as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under the ADEA. 

In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The Parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.

Executive agrees that at any time following the date hereof he will not make and shall use all reasonable endeavors to prevent the making of, any disparaging or derogatory statements whether or not the statements are true, whether in writing or otherwise, concerning the Company or its past or current or future directors or officers or employees or consultants, and the Company undertakes that at any time following the date hereof its senior executives will not make and shall use all reasonable endeavors to prevent the making of any disparaging or derogatory statements whether or not the statement is true, whether in writing or otherwise concerning the Executive, excluding in all events any statements required to be made by law, regulation or necessary business practice, or under the public disclosure requirements of any jurisdiction.

No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Justice, or the Attorney General of the State of New York, or a state or local fair employment practices agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against Employer seeking monetary relief for Executive and/or as a representative on behalf of others.

This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue.  In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue.  If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to executive this General Release and Covenant Not to Sue.

IN WITNESS WHEREOF , the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____ day of _____________, 20__.

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between F. Jacob Cherian, an individual, (the “ Executive ”) and SMAAASH ENTERTAINMENT INC., a Delaware corporation (the “ Company ”). The Company and the Executive may be referred to herein individually as a “ Party ” and collectively as the “ Parties. ”

WHEREAS , the Company desires to retain the services of Executive as the Co-Chief Executive Officer of the Company for the period as set forth below and thereafter in another position as determined by the Parties, and the Executive desires to provide such services to the Company; and

WHEREAS , the Company entered into that certain Share Exchange Agreement with Simplicity Esports, LLC, a wholly owned subsidiary of the Company (“ Simplicity ”), on December 21, 2018 (the “ Share Exchange Agreement ”); and

WHEREAS , in light of the foregoing, the Company and Executive desire to memorialize their employment relationship on the terms, conditions and covenants set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt of which the Parties hereby acknowledge, Executive and the Company agree as follows:

1.      Position. As of the Effective Date, Executive agrees to be employed by the Company in the position of Co-Chief Executive Officer (“ Co-CEO ”) for the period from December 31, 2018 (the “ Start Date ”) to March 31, 2019 (the “ Co-CEO Period ”). Following the expiration of the Co-CEO Period, Executive shall automatically and without any further action of the Parties, cease to be Co-CEO and shall be deemed to have resigned as Co-CEO as of March 31, 2019. During the Co-CEO Period, Executive shall report to the Board of Directors of the Company (including any designated committee thereof, the “ Board of Directors ”) and thereafter shall report to such persons as the Board of Directors directs, in connection with Executives new positions following the Co-CEO Period. In his capacity as the Co-CEO of the Company, Executive shall act as the Company’s principal co-executive officer, and in such capacity shall undertake the duties and responsibilities customary to that position, subject in all instances to the direction and oversight of the Board of Directors. Executive understands that the Board of Directors has appointed more than one Chief Executive Officer for the duration of the Co-CEO Period. Executive further understands and agrees that the Board of Directors may prescribe such duties, responsibilities, and powers to each Chief Executive Officer as it reasonably determines appropriate, and that, in its sole discretion, the Board of Directors may revise or otherwise amend from time to time each Chief Executive Officer’s prescribed duties and responsibilities, provided that such duties shall at all times be limited to those customarily undertaken by a person in such position.

2.      Executive’s Effort. Executive shall devote sufficient time and his best efforts, skill and attention to his position and to the business and interests of the Company; provided , that nothing herein shall preclude Executive, (i) subject to prior approval of the Board, from serving on the boards of directors of other for-profit companies, and (ii) from engaging in charitable activities including serving on the boards of directors of non-profit organizations, so long as, in each case, and in the aggregate, such service and management does not conflict with the performance of Executive’s duties hereunder. Executive may be requested to serve as a member of the Board of Directors and on the boards of directors of Company affiliates, in each case for no additional compensation.

3.      Executive’s Location. The principal place of the Executive’s employment shall be in New York, New York. Executive may be required to travel on Company business during the Employment Term.

4.      Representations.

(a)    Executive hereby represents and warrants to the Company that: (i) Executive has full power and capacity to execute and deliver, and to perform, all of Executive’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of Executive, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions (as defined below); and (iii) Executive is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent Executive from performing his obligations hereunder. Executive also agrees that he will immediately inform the Company of any such restrictions. For purposes hereof, “Enforceability Exceptions” means bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

(b)   The Company hereby represents and warrants to Executive that: (i) the Company has full power and capacity to execute and deliver, and to perform, all of the Company’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of the Company, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions; and (iii) the Company is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent the Company from performing its obligations hereunder.

5.      Compensation.

6.      Term/Renewal. Unless earlier terminated as set forth herein, this Agreement and the status and obligations of Executive thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending one (1) year after the Effective Date (the “ Initial Term ”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “ Renewal Term ” and, collectively with all Renewal Terms and the Initial Term, the “ Term ”) unless, either Party gives the other Party sixty (60) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the Initial Term or the then-current Renewal Term, as applicable.

7.      Termination of Employment. The Term and Executive’s employment hereunder may be terminated by the Company with or without Cause, or by the Executive with or without Good Reason. In addition, in the event of the Executive’s death or total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“ Disability ”) during the Term, the Term and Executive’s employment shall terminate on the date of death or Disability.

As a pre-condition of receiving the payments and benefits described in this Section 7(g)(ii) through 7(g)(v), inclusive, Executive shall, within 30 days of the Termination Date, sign and return the General Release Agreement in the form annexed hereto as Exhibit “A.”

8.      Cooperation. The Parties agree that certain matters in which the Executive will be involved during the Executive’s employment by the Company may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

9.      Confidentiality.

10.   Work Made for Hire; Assignment . The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “ work made for hire ” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

11.   Non-Competition and Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows:

12.   Jury Trial Waiver / Arbitration.

13.   Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment pursuant to Section 7 or (b) the Company’s request at any time during the Executive’s employment, the Executive shall: (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

14.   Publicity. During the Term, the Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information.

15.   Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statements not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.   Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and the Company. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.   Severability. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

18.   Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.   Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf signatures of this Agreement shall be considered originals for purposes of this Agreement.

20.   Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

21.   Section 409A. The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to the Executive under this Agreement would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would be otherwise payable and benefits that would be otherwise provided during the six month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service.

22.   Successors and Assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party, to be given or withheld in the sole discretion of the other Party. This Agreement shall inure to the benefit of the Parties and their permitted successors and assigns.

23.   Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the Parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice):

If to the Company:

SMAAASH ENTERTAINMENT INC.

1345 Avenue of the Americas, 15 ^th Floor

New York, New York 10105
Attention: Board of Directors

with a copy to (which will not constitute notice) to:

Ellenoff, Grossman & Schole, LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Benjamin Reichel, Esq.
Email: breichel@egsllp.com
Telephone: (212) 370-1300
Facsimile: (212) 370-7889

If to the Executive:

F. Jacob Cherian

At the address reflected in the Company’s records.

24.  Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.  Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the Parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement or as otherwise specifically set forth herein.

26.  ACKNOWLEDGMENT OF FULL UNDERSTANDING. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT :

F. Jacob Cherian (the “ Executive ”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under the employment agreement (the “ Agreement ”) made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Executive, and SMAAASH Entertainment, Inc. (the “ Company ”) (each individually, “ Party ,” collectively, the “ Parties ”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Company, its parents, subsidiaries, affiliates, divisions, assigns, predecessors, insurers, successors, and the past and present employees, officers, directors, insurers, attorneys, representatives and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, the “ Releasees ”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to his employment with the Company or service as a member of the Board of Directors of the Company or the termination thereof or his service as an officer or member of the Board of Directors of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (the “ ADEA ,” a law that prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Civil Rights Act of 1964 and 1991, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Civil Rights Law, the New York Equal Pay Law, the New York Whistleblower Law, the New York Workers’ Compensation Law, the New York City Earned Safe and Sick Time Act, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, the New York occupational safety and health laws, the New York wage hour and wage-payment laws, and all claims under Federal, state or local laws for quantum meruit, unjust enrichment, breach of oral promise, wrongful discharge, tortious interference, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; any claims for attorneys’ fees, costs, disbursements, or other expenses; and any claims for damages or personal injury; provided, however , that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned, or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Releasees or any insurance coverage under any directors and officers insurance or similar policies.

Executive further agrees that this General Release and Covenant Not to Sue may be pleaded by the Company as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under the ADEA. 

In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The Parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.

Executive agrees that at any time following the date hereof he will not make and shall use all reasonable endeavors to prevent the making of, any disparaging or derogatory statements whether or not the statements are true, whether in writing or otherwise, concerning the Company or its past or current or future directors or officers or employees or consultants, and the Company undertakes that at any time following the date hereof its senior executives will not make and shall use all reasonable endeavors to prevent the making of any disparaging or derogatory statements whether or not the statement is true, whether in writing or otherwise concerning the Executive, excluding in all events any statements required to be made by law, regulation or necessary business practice, or under the public disclosure requirements of any jurisdiction.

No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Justice, or the Attorney General of the State of New York, or a state or local fair employment practices agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against Employer seeking monetary relief for Executive and/or as a representative on behalf of others.

This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue.  In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue.  If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to executive this General Release and Covenant Not to Sue.

IN WITNESS WHEREOF , the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____ day of _____________, 20__. 

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Suhel Kanuga, an individual, (the “ Executive ”) and SMAAASH ENTERTAINMENT INC., a Delaware corporation (the “ Company ”). The Company and the Executive may be referred to herein individually as a “ Party ” and collectively as the “ Parties. ”

WHEREAS , the Company desires to retain the services of Executive as the Chief Financial Officer of the Company and the Executive desires to provide such services to the Company; and

WHEREAS , the Company entered into that certain Share Exchange Agreement with Simplicity Esports, LLC, a wholly owned subsidiary of the Company (“ Simplicity ”), on December 21, 2018 (the “ Share Exchange Agreement ”); and

WHEREAS , in light of the foregoing, the Company and Executive desire to memorialize their employment relationship on the terms, conditions and covenants set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt of which the Parties hereby acknowledge, Executive and the Company agree as follows:

1.      Position. As of the Effective Date, Executive agrees to be employed by the Company in the position of Chief Financial Officer (“ CFO ”). Executive’s first day of work will be December 31, 2018 (the “ Start Date ”). Executive shall report to the Chief Executive Officer of the Company (including any designated committee thereof, the “ CEO ”). In his capacity as the CFO of the Company, Executive shall act as the Company’s principal financial officer, and in such capacity shall undertake the duties and responsibilities customary to that position, subject in all instances to the direction and oversight of the CEO. Executive understands and agrees that the CEO may prescribe such duties, responsibilities, and powers to him as the CEO reasonably determines appropriate, and that, in his sole discretion, the CEO may revise or otherwise amend from time to time the Chief Financial Officer’s prescribed duties and responsibilities, provided that such duties shall at all times be limited to those customarily undertaken by a person in such position.

2.      Executive’s Effort. Executive shall devote sufficient time and his best efforts, skill and attention to his position and to the business and interests of the Company; provided , that nothing herein shall preclude Executive, (i) subject to prior approval of the Board of Directors, from serving on the boards of directors of other for-profit companies, and (ii) from engaging in charitable activities including serving on the boards of directors of non-profit organizations, so long as, in each case, and in the aggregate, such service and management does not conflict with the performance of Executive’s duties hereunder. Executive may be requested to serve as a member of the Board of Directors of the Company and on the boards of directors of Company affiliates, in each case for no additional compensation.

3.     Executive’s Location. The principal place of the Executive’s employment shall be at New York, New York. Executive may be required to travel on Company business during the Employment Term.

4.     Representations.

(a)       Executive hereby represents and warrants to the Company that: (i) Executive has full power and capacity to execute and deliver, and to perform, all of Executive’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of Executive, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions (as defined below); and (iii) Executive is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent Executive from performing his obligations hereunder. Executive also agrees that he will immediately inform the Company of any such restrictions. For purposes hereof, “Enforceability Exceptions” means bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

(b)       The Company hereby represents and warrants to Executive that: (i) the Company has full power and capacity to execute and deliver, and to perform, all of the Company’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of the Company, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions; and (iii) the Company is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent the Company from performing its obligations hereunder.

5.     Compensation.

6.      Term/Renewal. Unless earlier terminated as set forth herein, this Agreement and the status and obligations of Executive thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending one (1) year after the Effective Date (the “ Initial Term ”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “ Renewal Term ” and, collectively with all Renewal Terms and the Initial Term, the “ Term ”) unless, either Party gives the other Party sixty (60) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the Initial Term or the then-current Renewal Term, as applicable.

7.      Termination of Employment. The Term and Executive’s employment hereunder may be terminated by the Company with or without Cause, or by the Executive with or without Good Reason. In addition, in the event of the Executive’s death or total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“ Disability ”) during the Term, the Term and Executive’s employment shall terminate on the date of death or Disability.

As a pre-condition of receiving the payments and benefits described in this Section 7(g)(ii) through 7(g)(v), inclusive, Executive shall, within 30 days of the Termination Date, sign and return the General Release Agreement in the form annexed hereto as Exhibit “A.”

8.     Cooperation. The Parties agree that certain matters in which the Executive will be involved during the Executive’s employment by the Company may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

9.     Confidentiality.

10.   Work Made for Hire; Assignment . The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “ work made for hire ” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

11.  Non-Competition and Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows:

12.  Jury Trial Waiver / Arbitration.

13.  Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment pursuant to Section 7 or (b) the Company’s request at any time during the Executive’s employment, the Executive shall: (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

14.  Publicity. During the Term, the Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information.

15.  Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statements not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.  Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and the Company. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.  Severability. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

18.  Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.  Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf signatures of this Agreement shall be considered originals for purposes of this Agreement.

20.  Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

21.  Section 409A. The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to the Executive under this Agreement would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would be otherwise payable and benefits that would be otherwise provided during the six month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service.

22.  Successors and Assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party, to be given or withheld in the sole discretion of the other Party. This Agreement shall inure to the benefit of the Parties and their permitted successors and assigns.

23.  Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the Parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice):

If to the Company:

SMAAASH ENTERTAINMENT INC.

1345 Avenue of the Americas, 15 ^th Floor

New York, New York 10105
Attention: Board of Directors

with a copy to (which will not constitute notice) to:

Ellenoff, Grossman & Schole, LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Benjamin Reichel, Esq.
Email: breichel@egsllp.com
Telephone: (212) 370-1300
Facsimile: (212) 370-7889

If to the Executive:

Suhel Kanuga

At the address set forth in the Company’s records

24.  Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.  Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the Parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement or as otherwise specifically set forth herein.

26.  ACKNOWLEDGMENT OF FULL UNDERSTANDING. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT :

Suhel Kanuga (the “ Executive ”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under the employment agreement (the “ Agreement ”) made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Executive, and SMAAASH Entertainment, Inc. (the “ Company ”) (each individually, “ Party ,” collectively, the “ Parties ”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Company, its parents, subsidiaries, affiliates, divisions, assigns, predecessors, insurers, successors, and the past and present employees, officers, directors, insurers, attorneys, representatives and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, the “ Releasees ”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to his employment with the Company or service as a member of the Board of Directors of the Company or the termination thereof or his service as an officer or member of the Board of Directors of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (the “ ADEA ,” a law that prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Civil Rights Act of 1964 and 1991, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Civil Rights Law, the New York Equal Pay Law, the New York Whistleblower Law, the New York Workers’ Compensation Law, the New York City Earned Safe and Sick Time Act, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, the New York occupational safety and health laws, the New York wage hour and wage-payment laws, and all claims under Federal, state or local laws for quantum meruit, unjust enrichment, breach of oral promise, wrongful discharge, tortious interference, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; any claims for attorneys’ fees, costs, disbursements, or other expenses; and any claims for damages or personal injury; provided, however , that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned, or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Releasees or any insurance coverage under any directors and officers insurance or similar policies.

Executive further agrees that this General Release and Covenant Not to Sue may be pleaded by the Company as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under the ADEA.

In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The Parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.

Executive agrees that at any time following the date hereof he will not make and shall use all reasonable endeavors to prevent the making of, any disparaging or derogatory statements whether or not the statements are true, whether in writing or otherwise, concerning the Company or its past or current or future directors or officers or employees or consultants, and the Company undertakes that at any time following the date hereof its senior executives will not make and shall use all reasonable endeavors to prevent the making of any disparaging or derogatory statements whether or not the statement is true, whether in writing or otherwise concerning the Executive, excluding in all events any statements required to be made by law, regulation or necessary business practice, or under the public disclosure requirements of any jurisdiction.

No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Justice, or the Attorney General of the State of New York, or a state or local fair employment practices agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against Employer seeking monetary relief for Executive and/or as a representative on behalf of others.

This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue. In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue. If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to executive this General Release and Covenant Not to Sue.

IN WITNESS WHEREOF , the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____ day of _____________, 20__.

Exhibit 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Roman Franklin, an individual, (the “ Executive ”) and SMAAASH ENTERTAINMENT INC., a Delaware corporation (the “ Company ”). The Company and the Executive may be referred to herein individually as a “ Party ” and collectively as the “ Parties. ”

WHEREAS , the Company desires to retain the services of Executive as the Chief Operating Officer of the Company and the Executive desires to provide such services to the Company; and

WHEREAS , the Company entered into that certain Share Exchange Agreement with Simplicity Esports, LLC, a wholly owned subsidiary of the Company (“ Simplicity ”), on December 21, 2018 (the “ Share Exchange Agreement ”); and

WHEREAS , in light of the foregoing, the Company and Executive desire to memorialize their employment relationship on the terms, conditions and covenants set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt of which the Parties hereby acknowledge, Executive and the Company agree as follows:

1.     Position. As of the Effective Date, Executive agrees to be employed by the Company in the position of President. Executive’s first day of work will be December 31, 2018 (the “ Start Date ”). Executive shall report to the Chief Executive Officer of the Company (including any designated committee thereof, the “ CEO ”). In his capacity as President of the Company, Executive shall act as the Company’s principal operating officer, and in such capacity shall undertake the duties and responsibilities customary to that position, subject in all instances to the direction and oversight of the CEO. Executive understands and agrees that the CEO may prescribe such duties, responsibilities, and powers to him as the CEO reasonably determines appropriate, and that, in his sole discretion, the CEO may revise or otherwise amend from time to time the President’s prescribed duties and responsibilities, provided that such duties shall at all times be limited to those customarily undertaken by a person in such position.

2.     Executive’s Effort. Executive shall devote sufficient time and his best efforts, skill and attention to his position and to the business and interests of the Company; provided , that nothing herein shall preclude Executive, (i) subject to prior approval of the Board of Directors, from serving on the boards of directors of other for-profit companies, and (ii) from engaging in charitable activities including serving on the boards of directors of non-profit organizations, so long as, in each case, and in the aggregate, such service and management does not conflict with the performance of Executive’s duties hereunder. Executive may be requested to serve as a member of the Board of Directors of the Company and on the boards of directors of Company affiliates, in each case for no additional compensation.

3.     Executive’s Location. The principal place of the Executive’s employment shall be in Cape Coral, Florida. Executive may be required to travel on Company business during the Employment Term.

4.     Representations.

(a)   Executive hereby represents and warrants to the Company that: (i) Executive has full power and capacity to execute and deliver, and to perform, all of Executive’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of Executive, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions (as defined below); and (iii) Executive is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent Executive from performing his obligations hereunder. Executive also agrees that he will immediately inform the Company of any such restrictions. For purposes hereof, “Enforceability Exceptions” means bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

(b)   The Company hereby represents and warrants to Executive that: (i) the Company has full power and capacity to execute and deliver, and to perform, all of the Company’s obligations under this Agreement; (ii) upon execution and delivery of this Agreement, this Agreement will be the valid and binding obligation of the Company, enforceable against Executive in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions; and (iii) the Company is not now under any obligation by contract, agreement or understanding to any person, business, or other entity, that is inconsistent, or in conflict, with this Agreement or that would prevent the Company from performing its obligations hereunder.

5.     Compensation.

6.     Term/Renewal. Unless earlier terminated as set forth herein, this Agreement and the status and obligations of Executive thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending one (1) year after the Effective Date (the “ Initial Term ”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “ Renewal Term ” and, collectively with all Renewal Terms and the Initial Term, the “ Term ”) unless, either Party gives the other Party sixty (60) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the Initial Term or the then-current Renewal Term, as applicable.

7.     Termination of Employment. The Term and Executive’s employment hereunder may be terminated by the Company with or without Cause, or by the Executive with or without Good Reason. In addition, in the event of the Executive’s death or total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“ Disability ”) during the Term, the Term and Executive’s employment shall terminate on the date of death or Disability.

As a pre-condition of receiving the payments and benefits described in this Section 7(g)(ii) through 7(g)(v), inclusive, Executive shall, within 30 days of the Termination Date, sign and return the General Release Agreement in the form annexed hereto as Exhibit “A.”

8.      Cooperation. The Parties agree that certain matters in which the Executive will be involved during the Executive’s employment by the Company may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

9.      Confidentiality.

10.     Work Made for Hire; Assignment . The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “ work made for hire ” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

11.   Non-Competition and Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows:

12.     Jury Trial Waiver / Arbitration.

(b)   The Parties agree that this Agreement, and all matters or disputes relating to the validity, construction, performance or enforcement hereof, and all matters relating to the to the Executive’s employment hereunder or the termination or non-renewal of such employment (whether or not based on contract, tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, any state Fair Employment Practices Act, and/or the Americans with Disabilities Act, as amended), shall be resolved exclusively through mediation/arbitration by JAMS/Endispute in the County of New York in accordance with JAMS’ Streamlined Arbitration Rules and Procedures.

13.    Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment pursuant to Section 7 or (b) the Company’s request at any time during the Executive’s employment, the Executive shall: (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

14.   Publicity. During the Term, the Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information.

15.   Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statements not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.   Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and the Company. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.   Severability. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

18.   Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.   Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf signatures of this Agreement shall be considered originals for purposes of this Agreement.

20.   Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

21.   Section 409A. The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to the Executive under this Agreement would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would be otherwise payable and benefits that would be otherwise provided during the six month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service.

22.   Successors and Assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party, to be given or withheld in the sole discretion of the other Party. This Agreement shall inure to the benefit of the Parties and their permitted successors and assigns.

23.   Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the Parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice):

  If to the Company:

SMAAASH ENTERTAINMENT INC.

1345 Avenue of the Americas, 15 ^th Floor

New York, New York 10105
Attention: Board of Directors

with a copy to (which will not constitute notice) to:

Ellenoff, Grossman & Schole, LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Benjamin Reichel, Esq.
Email: breichel@egsllp.com
Telephone: (212) 370-1300
Facsimile: (212) 370-7889

  If to the Executive:

Roman Franklin

At the address set forth in the Company’s records

24.  Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.  Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the Parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement or as otherwise specifically set forth herein.

26.  ACKNOWLEDGMENT OF FULL UNDERSTANDING. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT :

Roman Franklin (the “ Executive ”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under the employment agreement (the “ Agreement ”) made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Executive, and SMAAASH Entertainment, Inc. (the “ Company ”) (each individually, “ Party ,” collectively, the “ Parties ”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Company, its parents, subsidiaries, affiliates, divisions, assigns, predecessors, insurers, successors, and the past and present employees, officers, directors, insurers, attorneys, representatives and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, the “ Releasees ”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to his employment with the Company or service as a member of the Board of Directors of the Company or the termination thereof or his service as an officer or member of the Board of Directors of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (the “ ADEA ,” a law that prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Civil Rights Act of 1964 and 1991, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Civil Rights Law, the New York Equal Pay Law, the New York Whistleblower Law, the New York Workers’ Compensation Law, the New York City Earned Safe and Sick Time Act, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, the New York occupational safety and health laws, the New York wage hour and wage-payment laws, and all claims under Federal, state or local laws for quantum meruit, unjust enrichment, breach of oral promise, wrongful discharge, tortious interference, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; any claims for attorneys’ fees, costs, disbursements, or other expenses; and any claims for damages or personal injury; provided, however , that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned, or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Releasees or any insurance coverage under any directors and officers insurance or similar policies.

Executive further agrees that this General Release and Covenant Not to Sue may be pleaded by the Company as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under the ADEA. 

In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The Parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.

Executive agrees that at any time following the date hereof he will not make and shall use all reasonable endeavors to prevent the making of, any disparaging or derogatory statements whether or not the statements are true, whether in writing or otherwise, concerning the Company or its past or current or future directors or officers or employees or consultants, and the Company undertakes that at any time following the date hereof its senior executives will not make and shall use all reasonable endeavors to prevent the making of any disparaging or derogatory statements whether or not the statement is true, whether in writing or otherwise concerning the Executive, excluding in all events any statements required to be made by law, regulation or necessary business practice, or under the public disclosure requirements of any jurisdiction.

No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Justice, or the Attorney General of the State of New York, or a state or local fair employment practices agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against Employer seeking monetary relief for Executive and/or as a representative on behalf of others.

This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue.  In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue.  If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to executive this General Release and Covenant Not to Sue.

IN WITNESS WHEREOF , the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____ day of _____________, 20__.

Exhibit 10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Steve Grossman, an individual, (the “Executive”) and SMAAASH ENTERTAINMENT INC., a Delaware corporation (the “ Company ”). The Company and the Executive may be referred to herein individually as a “ Party ” and collectively as the “ Parties. ”

WHEREAS , the Company desires to retain the services of Executive as the President of Simplicity Esports, LLC, a wholly owned subsidiary of the Company (“ Simplicity ”) and the Executive desires to provide such services to the Company; and

WHEREAS , the Company entered into that certain Share Exchange Agreement with Simplicity Esports, LLC on December 21, 2018 (the “ Share Exchange Agreement ”); and

WHEREAS , in light of the foregoing, the Company and Executive desire to memorialize their employment relationship on the terms, conditions and covenants set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt of which the Parties hereby acknowledge, Executive and the Company agree as follows:

1.     Position. As of the Effective Date, Executive agrees to be employed by the Company in the position of President of Simplicity. Executive’s first day of work will be December 31, 2018 (the “ Start Date ”). Executive shall report to the Board of Directors of the Company (including any designated committee thereof, the “ Board of Directors ”) and the Board of Managers of Simplicity. In his capacity as the President of Simplicity, Executive shall act as Simplicity’s principal executive officer, and in such capacity shall undertake the duties and responsibilities customary to that position, subject in all instances to the direction and oversight of the Board of Directors. Executive understands and agrees that the Board of Directors may prescribe such duties, responsibilities, and powers to him as it reasonably determines appropriate, and that, in its sole discretion, the Board of Directors may revise or otherwise amend from time to time the Chief Executive Officer’s prescribed duties and responsibilities, provided that such duties shall at all times be limited to those customarily undertaken by a person in such position.

2.     Executive’s Effort. Executive shall devote sufficient time and his best efforts, skill and attention to his position and to the business and interests of the Company; provided , that nothing herein shall preclude Executive, (i) subject to prior approval of the Board, from serving on the boards of directors of other for-profit companies, and (ii) from engaging in charitable activities including serving on the boards of directors of non-profit organizations, so long as, in each case, and in the aggregate, such service and management does not conflict with the performance of Executive’s duties hereunder. Executive may be requested to serve as a member of the Board of Managers of Simplicity and on the boards of directors of the Company and Company affiliates, in each case for no additional compensation.

3.     Executive’s Location. The principal place of the Executive’s employment shall be at Boca Raton, Florida. Executive may be required to travel on Company business during the Employment Term.

4.     Representations.

5.     Compensation.

6.      Term/Renewal. Unless earlier terminated as set forth herein, this Agreement and the status and obligations of Executive thereunder as an employee of the Company (except as provided for below) shall be effective for a period ending one (1) year after the Effective Date (the “ Initial Term ”) and, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “ Renewal Term ” and, collectively with all Renewal Terms and the Initial Term, the “ Term ”) unless, either Party gives the other Party sixty (60) days’ advance written notice of its intention not to renew this Agreement at the conclusion of the Initial Term or the then-current Renewal Term, as applicable.

7.    Termination of Employment. The Term and Executive’s employment hereunder may be terminated by the Company with or without Cause, or by the Executive with or without Good Reason. In addition, in the event of the Executive’s death or total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (“ Disability ”) during the Term, the Term and Executive’s employment shall terminate on the date of death or Disability.

As a pre-condition or receiving the payments and benefits described in this Section 7(g)(ii) through 7(g)(v), inclusive, Executive shall, within 30 days of the Termination Date, sign and return the General Release Agreement in the form annexed hereto as Exhibit “A.

8.      Cooperation. The Parties agree that certain matters in which the Executive will be involved during the Executive’s employment by the Company may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of Executive’s employment for any reason, to the extent reasonably requested by the Company, the Executive shall cooperate with the Company in connection with matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection with such cooperation.

9.     Confidentiality.

10.     Work Made for Hire; Assignment . The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “ work made for hire ” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

11.    Non-Competition and Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its subsidiaries and affiliates and accordingly agrees as follows:

12.    Jury Trial Waiver / Arbitration.

13.   Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment pursuant to Section 7 or (b) the Company’s request at any time during the Executive’s employment, the Executive shall: (i) provide or return to the Company any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports, files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including those stored on any non-Company devices, networks, storage locations, and media in the Executive’s possession or control.

14.   Publicity. During the Term, the Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information.

15.    Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The Parties warrant that, in agreeing to the terms of this Agreement, they have not relied upon any oral statements or upon any written statements not contained in this Agreement. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16.    Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and the Company. No waiver by either of the Parties of any breach by the other Party hereto of any condition or provision of this Agreement to be performed by the other Party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17.    Severability. Should any provision of this Agreement be held by a court or arbitrator of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

18.   Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19.   Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf signatures of this Agreement shall be considered originals for purposes of this Agreement.

20.   Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation at issue will run from the first date on which the Executive ceases to be in violation of such obligation.

21.   Section 409A. The Parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Internal Revenue Code of 1986 as amended (“ Section 409A ”) or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to the Executive under this Agreement would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would be otherwise payable and benefits that would be otherwise provided during the six month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s separation from service.

22.   Successors and Assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party, to be given or withheld in the sole discretion of the other Party. This Agreement shall inure to the benefit of the Parties and their permitted successors and assigns.

23.  Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the Parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice):

If to the Company:

SMAAASH ENTERTAINMENT INC. 

1345 Avenue of the Americas, 15th Floor
New York, New York 10105
Attention: Board of Directors

with a copy to (which will not constitute notice) to:

Ellenoff, Grossman & Schole, LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Benjamin Reichel, Esq.
Email: breichel@egsllp.com
Telephone: (212) 370-1300
Facsimile: (212) 370-7889

If to the Executive:

Steve Grossman 

8267 NW 107th Terrace 

Parkland, FL 33076

24.     Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

25.     Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the Parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the Parties under this Agreement or as otherwise specifically set forth herein.

26.   ACKNOWLEDGMENT OF FULL UNDERSTANDING. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT :

Steve Grossman (the “ Executive ”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under the employment agreement (the “ Agreement ”) made and entered into as of December 31, 2018 (the “ Effective Date ”), by and between Executive, and SMAAASH Entertainment, Inc. (the “ Company ”) (each individually, “ Party ,” collectively, the “ Parties ”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Company, its parents, subsidiaries, affiliates, divisions, assigns, predecessors, insurers, successors, and the past and present employees, officers, directors, insurers, attorneys, representatives and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, the “ Releasees ”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this General Release and Covenant Not to Sue against the Releasees relating to his employment with the Company or service as a member of the Board of Directors of the Company or the termination thereof or his service as an officer or member of the Board of Directors of any subsidiary or affiliate of the Company or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (the “ ADEA ,” a law that prohibits discrimination on the basis of age), the Older Workers Benefit Protection Act, the National Labor Relations Act, the Fair Labor Standards Act, the Civil Rights Act of 1964 and 1991, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the New York State Human Rights Law, the New York City Human Rights Law, the New York State Civil Rights Law, the New York Equal Pay Law, the New York Whistleblower Law, the New York Workers’ Compensation Law, the New York City Earned Safe and Sick Time Act, all as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, the New York occupational safety and health laws, the New York wage hour and wage-payment laws, and all claims under Federal, state or local laws for quantum meruit, unjust enrichment, breach of oral promise, wrongful discharge, tortious interference, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; any claims for attorneys’ fees, costs, disbursements, or other expenses; and any claims for damages or personal injury; provided, however , that nothing herein shall release the Company from any of its obligations to Executive under the Employment Agreement to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned, or any rights Executive may have to indemnification under any charter or by-laws (or similar documents) of any member of the Releasees or any insurance coverage under any directors and officers insurance or similar policies.

Executive further agrees that this General Release and Covenant Not to Sue may be pleaded by the Company as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns.  Executive understands and confirms that Executive is executing this General Release and Covenant Not to Sue voluntarily and knowingly, but that this General Release and Covenant Not to Sue does not affect Executive’s right to claim otherwise under the ADEA. 

In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release.  In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein.  Nevertheless, it is the intention of Executive to fully, finally and forever release all such matters, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein.  The Parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above.  Nothing in this paragraph is intended to expand the scope of the release as specified herein.

Executive agrees that at any time following the date hereof he will not make and shall use all reasonable endeavors to prevent the making of, any disparaging or derogatory statements whether or not the statements are true, whether in writing or otherwise, concerning the Company or its past or current or future directors or officers or employees or consultants, and the Company undertakes that at any time following the date hereof its senior executives will not make and shall use all reasonable endeavors to prevent the making of any disparaging or derogatory statements whether or not the statement is true, whether in writing or otherwise concerning the Executive, excluding in all events any statements required to be made by law, regulation or necessary business practice, or under the public disclosure requirements of any jurisdiction.

No provision of this General Release and Covenant Not to Sue should be read as preventing Executive from making a report to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by, any governmental agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Justice, or the Attorney General of the State of New York, or a state or local fair employment practices agency. While Executive may participate in such investigation or proceeding, Executive acknowledges and agrees that Executive waives Executive’s right to recover monetary damages, of any kind, in such investigation or proceeding arising from, or in any way relating to, Executive’s employment with, or separation from, the Company that may have arisen prior to Executive’s signing of this General Release and Covenant Not to Sue. Executive acknowledges that this Release prohibits Executive from pursuing any claims against Employer seeking monetary relief for Executive and/or as a representative on behalf of others.

This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State without regard to principles of conflicts of laws.

To the extent that Executive is forty (40) years of age or older, this paragraph shall apply.  Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this General Release and Covenant Not to Sue, and the Company agrees that Executive may cancel or revoke this General Release and Covenant Not to Sue at any time during the seven (7) days following the date on which this General Release and Covenant Not to Sue has been signed by the Parties to this General Release and Covenant Not to Sue.  In order to cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Company written notice stating that Executive is canceling or revoking this General Release and Covenant Not to Sue.  If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Company shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in the Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto.

Executive acknowledges and agrees that Executive has entered into this General Release and Covenant Not to Sue knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue. Executive is hereby advised to consult legal counsel prior to executive this General Release and Covenant Not to Sue.

IN WITNESS WHEREOF , the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____ day of _____________, 20__.